Danaos Corp 6-K, filed Nov 14, 2023
Danaos Corp (DAC)
About this 6-K
Danaos Corp filed this 6-K on November 14, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number 001-33060
DANAOS CORPORATION
(Translation of registrant’s name into English)
Danaos Corporation
c/o Danaos Shipping Co. Ltd.
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Secretary
011 030 210 419 6480
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
*****
This report on Form 6-K is hereby incorporated by reference into the Company’s (i) Registration Statement on Form F-3 (Reg. No. 333-237284) filed with the SEC on March 19, 2020, (ii) the post effective Amendment to Form F-1 in the Registration Statement on Form F-3 (Reg. No. 333-226096) filed with the SEC on March 6, 2019, (iii) Registration Statement on Form F-3 (Reg. No. 333-174494) filed with the SEC on May 25, 2011, (iv) Registration Statement on Form F-3 (Reg. No. 333-147099), the related prospectus supplements filed with the SEC on December 17, 2007, January 16, 2009 and March 27, 2009, (v) Registration Statement on Form S-8 (Reg. No. 333-233128) filed with the SEC on August 8, 2019 and the reoffer prospectus, dated August 8, 2019, contained therein, (vi) Registration Statement on Form S-8 (Reg. No. 333-138449) filed with the SEC on November 6, 2006 and the reoffer prospectus, dated November 6, 2006, contained therein, (vii) Registration Statement on Form F-3 (Reg. No. 333-169101) filed with the SEC on October 8, 2010, (viii) Registration Statement on Form F-3 (Reg. No. 333-255984) filed with the SEC on May 10, 2021 and (ix) Registration Statement on Form F-3 (Reg. No. 333-270457) filed with the SEC on March 10, 2023.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 14, 2023
| DANAOS CORPORATION | ||
| By: | /s/ Evangelos Chatzis | |
| Name: | Evangelos Chatzis | |
| Title: | Chief Financial Officer | |
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EXHIBIT 99.1
DANAOS CORPORATION
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis should be read in conjunction with our interim condensed consolidated financial statements (unaudited) and the notes thereto included elsewhere in this report.
Results of Operations
Three months ended September 30, 2023 compared to three months ended September 30, 2022
During the three months ended September 30, 2023, Danaos had an average of 68.0 container vessels compared to 71.0 container vessels during the three months ended September 30, 2022. Our containership fleet utilization for the three months ended September 30, 2023 was 97.7% compared to 97.1% for the three months ended September 30, 2022.
Operating Revenues
Operating revenues decreased by 8.0%, or $20.8 million, to $239.2 million in the three months ended September 30, 2023 from $260.0 million in the three months ended September 30, 2022.
Operating revenues for the three months ended September 30, 2023 reflected:
| · | a $9.5 million decrease in revenues in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 due to decreased amortization of assumed time charters; |
| · | a $5.5 million decrease in revenues in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 due to vessel disposals; |
| · | a $3.1 million decrease in revenues in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 due to lower non-cash revenue recognition in accordance with US GAAP; and |
| · | a $2.7 million decrease in revenues in the three months ended September 30, 2023 compared to the three months ended September 30, 2022 mainly as a result of lower charter rates. |
Voyage Expenses
Voyage expenses decreased by $1.3 million to $9.0 million in the three months ended September 30, 2023 from $10.3 million in the three months ended September 30, 2022 primarily as a result of a decrease in commissions and the average number of vessels in our fleet.
Vessel Operating Expenses
Vessel operating expenses increased by $0.3 million to $39.5 million in the three months ended September 30, 2023 from $39.2 million in the three months ended September 30, 2022, primarily as a result of an increase in the average daily operating cost for vessels on time charter to $6,499 per vessel per day for the three months ended September 30, 2023 compared to $6,173 per vessel per day for the three months ended September 30, 2022, which was partially offset by a decrease in the average number of vessels in our fleet. The average daily operating cost increased mainly due to increased repair and maintenance expenses. Management believes that our daily operating costs remain among the most competitive in the industry.
Depreciation
Depreciation expense decreased by 5.3%, or $1.8 million, to $32.3 million in the three months ended September 30, 2023 from $34.1 million in the three months ended September 30, 2022 mainly due to our recent sale of three vessels.
Amortization of Deferred Drydocking and Special Survey Costs
Amortization of deferred drydocking and special survey costs increased by $1.7 million to $4.8 million in the three months ended September 30, 2023 from $3.1 million in the three months ended September 30, 2022.
General and Administrative Expenses
General and administrative expenses decreased by $0.1 million to $7.1 million in the three months ended September 30, 2023, from $7.2 million in the three months ended September 30, 2022.
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Interest Expense and Interest Income
Interest expense decreased by 73.1%, or $11.7 million, to $4.3 million in the three months ended September 30, 2023 from $16.0 million in the three months ended September 30, 2022. The decrease in interest expense is a result of:
| · | a $5.8 million decrease in interest expense due to a decrease in our average indebtedness by $549.2 million between the two periods. Average indebtedness was $422.1 million in the three months ended September 30, 2023, compared to average indebtedness of $971.3 million in the three months ended September 30, 2022. This decrease was partially offset by an increase in our debt service cost by approximately 2.2% as a result of higher interest rates; |
| · | a $3.5 million decrease in interest expense due to an increase in capitalized interest expense on our vessels under construction in the three months ended September 30, 2023; and |
| · | a $2.4 million decrease in the amortization of deferred finance costs and debt discount. |
As of September 30, 2023, outstanding debt, gross of deferred finance costs, was $417.4 million, which included $262.8 million principal amount of our Senior Notes. These balances compare to debt of $868.1 million, which included $300.0 million principal amount of our Senior Notes, and a leaseback obligation of $79.6 million, gross of deferred finance costs, as of September 30, 2022. See “Liquidity and Capital Resources”.
Interest income increased by $1.8 million to $3.1 million in the three months ended September 30, 2023 compared to $1.3 million in the three months ended September 30, 2022 mainly as a result of increased interest rates and average amount of time deposits in the three months ended September 30, 2023.
Loss on Investments
We recognized a $9.3 million loss on marketable securities in the three months ended September 30, 2023 on our shareholding interest in Eagle Bulk Shipping Inc. (“Eagle Bulk” or “EGLE”) of 1,552,865 shares of common stock. This loss compares to a loss on investments of $107.3 million on our shareholding interest in ZIM Integrated Shipping Services Ltd. (“ZIM”) recognized in the three months ended September 30, 2022. In September 2022, we sold all of our remaining ordinary shares of ZIM for net proceeds of $161.3 million.
Dividend Income
Dividend income of $0.9 million was recognized on EGLE ordinary shares in the three months ended September 30, 2023 compared to $27.0 million recognized on ZIM ordinary shares in the three months ended September 30, 2022.
Equity Loss on Investments
Equity loss on investments amounting to $0.5 million in the three months ended September 30, 2023 relates to our share of initial expenses of a newly established company, Carbon Termination Technologies Corporation (“CTTC”), currently engaged in the research and development of decarbonization technologies for the shipping industry.
Other Finance Expenses
Other finance expenses increased by $1.0 million to $1.2 million in the three months ended September 30, 2023 compared to $0.2 million in the three months ended September 30, 2022 mainly due to commitment fees for our recently established revolving credit facility.
Loss on Derivatives
Amortization of deferred realized losses on interest rate swaps remained stable at $0.9 million in each of the three months ended September 30, 2023 and September 30, 2022.
Other Income/(expenses), net
Other expenses, net were $1.1 million in the three months ended September 30, 2023 compared to other income, net of $0.4 million in the three months ended September 30, 2022.
Income Taxes
Income taxes of $3.8 million in the three months ended September 30, 2022, related to the taxes withheld on dividend income earned on ZIM ordinary shares compared to no income tax in the three months ended September 30, 2023.
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Nine months ended September 30, 2023 compared to nine months ended September 30, 2022
During the nine months ended September 30, 2023, Danaos had an average of 68.1 container vessels compared to 71.0 container vessels during the nine months ended September 30, 2022. Our containership fleet utilization for the nine months ended September 30, 2023 was 97.7% compared to 98.1% for the nine months ended September 30, 2022.
Operating Revenues
Operating revenues decreased by 2.2%, or $16.6 million, to $724.3 million in the nine months ended September 30, 2023 from $740.9 million in the nine months ended September 30, 2022.
Operating revenues for the nine months ended September 30, 2023 reflect:
| · | a $33.2 million increase in revenues in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 mainly as a result of higher charter rates; |
| · | a $29.5 million decrease in revenues in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due to decreased amortization of assumed time charters; |
| · | a $14.2 million decrease in revenues in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due to vessel disposals; and |
| · | a $6.1 million decrease in revenues in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due to lower non-cash revenue recognition in accordance with US GAAP. |
Voyage Expenses
Voyage expenses decreased by $1.7 million to $25.2 million in the nine months ended September 30, 2023 from $26.9 million in the nine months ended September 30, 2022 primarily as a result of a decrease in commissions and the average number of vessels in our fleet.
Vessel Operating Expenses
Vessel operating expenses increased by $3.1 million to $122.0 million in the nine months ended September 30, 2023 from $118.9 million in the nine months ended September 30, 2022, primarily as a result of an increase in the average daily operating cost for vessels on time charter to $6,758 per vessel per day for the nine months ended September 30, 2023 compared to $6,314 per vessel per day for the nine months ended September 30, 2022, which was partially offset by a decrease in the average number of vessels in our fleet. The average daily operating cost increased mainly due to increased repair and maintenance expenses. Management believes that our daily operating costs remain among the most competitive in the industry.
Depreciation
Depreciation expense decreased by 5.4%, or $5.5 million, to $95.8 million in the nine months ended September 30, 2023 from $101.3 million in the nine months ended September 30, 2022 due to our recent sale of three vessels.
Amortization of Deferred Drydocking and Special Survey Costs
Amortization of deferred drydocking and special survey costs increased by $4.1 million to $13.1 million in the nine months ended September 30, 2023 from $9.0 million in the nine months ended September 30, 2022.
General and Administrative Expenses
General and administrative expenses decreased by $0.6 million to $21.1 million in the nine months ended September 30, 2023, from $21.7 million in the nine months ended September 30, 2022. The decrease was primarily attributable to decreased management fees due to the recent sale of three vessels.
Gain on Sale of Vessels
In January 2023, we completed the sale of the Amalia C for net proceeds of $4.9 million resulting in a gain of $1.6 million.
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Interest Expense and Interest Income
Interest expense decreased by 65.6%, or $32.3 million, to $16.9 million in the nine months ended September 30, 2023 from $49.2 million in the nine months ended September 30, 2022. The decrease in interest expense is a result of:
| · | a $16.7 million decrease in interest expense due to a decrease in our average indebtedness by $696.4 million between the two periods. Average indebtedness was $462.9 million in the nine months ended September 30, 2023, compared to average indebtedness of $1,159.3 million in the nine months ended September 30, 2022. This decrease was partially offset by an increase in our debt service cost by approximately 2.7% as a result of higher interest rates; |
| · | a $10.0 million decrease in interest expense due to an increase in capitalized interest expense on our vessels under construction in the nine months ended September 30, 2023; |
| · | a $7.7 million decrease in the amortization of deferred finance costs and debt discount; and |
| · | a $2.1 million reduction of accumulated accrued interest that had been accrued in 2018 in relation to two of our credit facilities that were fully repaid in May 2022. |
As of September 30, 2023, outstanding debt, gross of deferred finance costs, was $417.4 million, which included $262.8 million principal amount of our Senior Notes. These balances compare to debt of $868.1 million, which included $300.0 million principal amount of our Senior Notes, and a leaseback obligation of $79.6 million, gross of deferred finance costs, as of September 30, 2022.
Interest income increased by $8.0 million to $9.4 million in the nine months ended September 30, 2023 compared to $1.4 million in the nine months ended September 30, 2022 mainly as a result of increased interest rates and average amount of time deposits in the nine months ended September 30, 2023.
Loss on Investments
We recognized a $2.9 million loss on marketable securities in the nine months ended September 30, 2023 on our shareholding interest in EGLE of 1,552,865 shares of common stock. This loss compares to a loss on investments of $176.4 million on our shareholding interest in ZIM recognized in the nine months ended September 30, 2022. In the nine months ended September 30, 2022, we sold all of our remaining ordinary shares of ZIM for net proceeds of $246.6 million.
Dividend Income
Dividend income of $0.9 million was recognized on EGLE ordinary shares in the nine months ended September 30, 2023 compared to $165.4 million recognized on ZIM ordinary shares in the nine months ended September 30, 2022.
Gain/(loss) on Debt Extinguishment
A $2.3 million loss on early extinguishment of our leaseback obligations in the nine months ended September 30, 2023 compares to a $22.9 million gain related to our early extinguishment of debt in the nine months ended September 30, 2022.
Equity Loss on Investments
Equity loss on investments amounting to $3.9 million in the nine months ended September 30, 2023 relates to our share of initial expenses of a newly established company, CTTC, currently engaged in the research and development of decarbonization technologies for the shipping industry.
Other Finance Expenses
Other finance expenses increased by $2.3 million to $3.4 million in the nine months ended September 30, 2023 compared to $1.1 million in the nine months ended September 30, 2022 mainly due to commitment fees for our recently established revolving credit facility.
Loss on Derivatives
Amortization of deferred realized losses on interest rate swaps remained stable at $2.7 million in each of the nine months ended September 30, 2023 and September 30, 2022.
Other Income/(expenses), net
Other expenses, net were $0.6 million in the nine months ended September 30, 2023 compared to other income, net of $1.3 million in the nine months ended September 30, 2022
Income Taxes
Income taxes of $18.3 million, in the nine months ended September 30, 2022, related to the taxes withheld on dividend income earned on ZIM ordinary shares and compared to no income tax in the nine months ended September 30, 2023.
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Liquidity and Capital Resources
Our principal source of funds has been operating cash flows, vessel sales, and long-term bank borrowings, as well as equity provided by our stockholders from our initial public offering in October 2006; common stock sales in August 2010 and the fourth quarter of 2019, the capital contribution of Danaos Investment Limited as Trustee of the 883 Trust (“DIL”) on August 10, 2018 and dividends and sales proceeds from our divested investment in ZIM ordinary shares in 2021 and 2022. In February 2021, we sold $300 million of 8.500% senior unsecured notes due 2028 (the “Senior Notes”). In December 2022, we repurchased $37.2 million aggregate principal amount of our Senior Notes in a privately negotiated transaction. We may also at any time and from time to time, seek to retire or purchase our outstanding debt securities through cash purchases, in open-market purchases, privately negotiated transactions or otherwise. Our principal uses of funds have been capital expenditures to establish, grow and maintain our fleet, comply with international shipping standards, environmental laws and regulations and to fund working capital requirements and repayment of debt.
Our short-term liquidity needs primarily relate to the funding of our vessel operating expenses, drydocking costs, installment payments for our ten contracted containership newbuildings, payments for the acquisition of contracted dry bulk vessels, debt interest payments, servicing our debt obligations, payment of dividends and repurchases of our common stock. Our long-term liquidity needs primarily relate to installment payments for our ten contracted newbuildings and any additional vessel acquisitions in the containership or drybulk sector and debt repayment. We anticipate that our primary sources of funds will be cash from operations and equity or debt financings. We currently expect that the sources of funds available to us will be sufficient to meet our short-term liquidity (for the next 12 months after the issuance of the condensed consolidated financial statements) and long-term liquidity requirements.
Under our existing multi-year charters as of September 30, 2023, we had $2.4 billion of total contracted cash revenues, with $227.5 million for the remainder of 2023, $821.0 million for 2024 and thereafter $1.4 billion. Although these contracted cash revenues are based on contracted charter rates, we are dependent on the ability and willingness of our charterers to meet their obligations under these charters. In May 2022, we received a $238.9 million charter hire prepayment related to charter contracts for 15 of our vessels, representing partial prepayment of charter hire payable during the period from May 2022 through January 2027. This prepayment is recorded as unearned revenue on our balance sheet and recognized as revenue in our income statement over the term of the applicable charters.
As of September 30, 2023, we had cash and cash equivalents of $306.3 million. As of September 30, 2023, we had $348.75 million of remaining borrowing availability under a reducing revolving credit facility, the availability under which reduces on a quarterly basis. As of September 30, 2023, we had $417.4 million of outstanding indebtedness (gross of deferred finance costs), including $262.8 million relating to our Senior Notes. As of September 30, 2023, we were obligated to make quarterly fixed amortization payments, totaling $24.4 million to September 30, 2024, related to the long-term bank debt. We are also obligated to make certain payments to our Manager, Danaos Shipping. As described below under “—Management Agreement” in November 2023, we extended the term of our management agreement from December 31, 2024 to December 31, 2025 and in conjunction therewith the fees and commissions payable thereunder were modified.
In June 2022, we drew down $130.0 million under a new senior secured term loan facility from BNP Paribas and Credit Agricole, which is secured by six 5,466 TEU sister vessels acquired in 2021. This facility is repayable in 8 quarterly instalments of $5.0 million, followed by 12 quarterly instalments of $1.9 million together with a balloon payment of $67.2 million payable over five-year term. In December 2022, we early extinguished the remaining $437.75 million of the Citibank/Natwest $815 mil. Facility and replaced it with the $382.5 mil. Revolving Credit Facility with Citibank, out of which nil is drawn down as of September 30, 2023 and with the Alpha Bank $55.25 mil. Facility, which was drawn down in full and under which $49.6 million is outstanding as of September 30, 2023. The Citibank $382.5 mil. Revolving Credit Facility is reducing and repayable over 5 years in 20 quarterly reductions of $11.25 million each together with a final reduction of $157.5 million at maturity in December 2027. We pay a commitment fee at a rate of 0.8% per annum on the undrawn amount of this facility. The Alpha Bank $55.25 mil. Facility is repayable over 5 years with 20 consecutive quarterly instalments of $1.875 million each, together with a balloon payment of $17.75 million at maturity in December 2027.
On March 11, 2022, we entered into contracts for the construction of two 7,100 TEU container vessels with expected vessels delivery in 2024. On April 1, 2022, as amended on April 21, 2022, we entered into contracts for the construction of four 8,000 TEU container vessels with expected vessels delivery in 2024. On April 28, 2023, we entered into contracts for the construction of two 6,000 TEU container vessels with expected vessels delivery in 2024 and 2025. On June 20, 2023, we entered into contracts for the construction of two 8,200 TEU container vessels with expected vessels delivery in 2026. The aggregate purchase price of the vessel construction contracts amounts to $834.9 million.
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The remaining contractual commitments under these 10 vessel construction contracts are analyzed as follows as of September 30, 2023 (in millions of U.S. dollars):
| Payments due by period ended | $ | 345.9 | ||
| September 30, 2024 | ||||
| September 30, 2025 | 108.3 | |||
| September 30, 2026 | 75.4 | |||
| December 31, 2026 | 47.1 | |||
| Total contractual commitments | $ | 576.7 |
Additionally, a supervision fee of $850 thousand per newbuilding vessel (as amended on November 10, 2023) will be payable to Danaos Shipping Company Limited (“the Manager”) over the construction period starting from steel cutting. Supervision fees totaling $1.1 million were charged by the Manager and capitalized to the vessels under construction in the nine months ended September 30, 2023. Interest expense amounting to $5.0 million and $12.0 million was capitalized to the vessels under construction in the year ended December 31, 2022 and in the nine months ended September 30, 2023, respectively.
Subsequent to September 30, 2023, we declared a dividend of $0.80 per share of common stock payable on December 6, 2023 to holders of record on November 27, 2023. We intend to pay a regular quarterly dividend on our common stock, which will have an impact on our liquidity. Payments of dividends are subject to the discretion of our board of directors, provisions of Marshall Islands law affecting the payment of distributions to stockholders and the terms of our credit facilities, which permit the payment of dividends so long as there has been no event of default thereunder nor would occur as a result of such dividend payment, and Senior Notes, which include limitations on the amount of dividends and other restricted payments that we may make, and will be subject to conditions in the container and drybulk shipping industries, our financial performance and us having sufficient available excess cash and distributable reserves.
In June 2022, we announced a share repurchase program of up to $100 million of our common stock. We had repurchased 466,955 shares of our common stock in the open market for $28.6 million as of December 31, 2022. In the nine months ended September 30, 2023, we repurchased an additional 852,721 shares for $52.5 million, out of which 2,900 shares valued at $0.2 million remained unsettled as of September 30, 2023. Subsequent to September 30, 2023, we repurchased 250,519 shares of our common stock in the open market for $16.3 million. A $100 million increase to the existing share repurchase program, for a total aggregate amount of $200 million, was approved by our Board of Directors on November 10, 2023. As of November 10, 2023, the Company has repurchased an aggregate of approximately $97.4 million of common stock under the share purchase program. All purchases have been made on the open market within the safe harbor provisions of Regulation 10b-18 under the Exchange Act. Under the share repurchase program, shares of our common stock may be purchased in open market or privately negotiated transactions, at times and prices that are considered to be appropriate by the Company, and the program may be suspended or discontinued at any time.
Marketable Securities
In June 2023, we acquired marketable securities, comprising 1,552,865 shares of common stock of Eagle Bulk, for $68.2 million (out of which $24.4 million from Virage International Ltd., our related company). As of September 30, 2023, these marketable securities were fair valued at $65.3 million and we recognized a $2.9 million loss on these marketable securities. Additionally, we recognized dividend income on these shares amounting to $0.9 million in the three months ended September 30, 2023. Eagle Bulk is listed on the New York Stock Exchange (Ticker: EGLE) and currently owns and operates a fleet of 52 Ultramax and Supramax bulk carriers that aggregate to approximately 3.2 million deadweight tons (“DWT”).
ZIM Equity Securities
On January 27, 2021, ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares. Following this offering the Company owned 10,186,950 ordinary shares of ZIM. These shares were recorded at a book value of $75 thousands as of December 31, 2020. In 2021, we sold 3,000,000 ZIM ordinary shares resulting in net proceeds to us of $120.7 million. In April 2022, we sold 1,500,000 ZIM ordinary shares resulting in net proceeds to us of $85.3 million and we sold our remaining shareholding interest in ZIM of 5,686,950 ordinary shares for $161.3 million in September 2022. For the year ended December 31, 2022 we recognized a $176.4 million loss on these shares. Additionally we recognized dividend income on these shares amounting to $165.4 million gross of withholding taxes of $18.3 million in the year ended December 31, 2022. See Note 6, “Other Current and Non-current Assets” to our condensed consolidated financial statements included in this report.
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Investments in Affiliates
In March 2023, we invested $4.3 million in the common shares of a newly established company Carbon Termination Technologies Corporation (“CTTC”), incorporated in the Republic of the Marshall Islands, which represents a 49% ownership interest. CTTC currently engages in research and development of decarbonization technologies for the shipping industry. We use equity method of accounting for this investment. Our share of CTTC’s initial expenses amounted to $3.9 million and is presented under “Equity loss on investments” in the condensed consolidated statement of income in the nine months ended September 30, 2023.
Acquisition of Capesize Bulk Carriers
In July 2023, we reached an agreement to acquire 5 Capesize bulk carriers built in 2010 through 2012 that aggregate to 879,306 DWT for a total of $103 million. One of these vessels was delivered to us on September 26, 2023, three vessels in October 2023 and the remaining one is expected to be delivered in November 2023. Additionally, in September 2023, we entered into agreements to acquire 2 Capesize bulk carriers built in 2009 that aggregate to 351,765 DWT for a total of $36.6 million. These 2 vessels are expected to be delivered to us between November and December 2023. The remaining aggregate contractual commitments under these vessel acquisition agreements amounted to $110.9 million as of September 30, 2023.
Impact of the wars in Ukraine and Gaza on our Business
As disclosed in our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 9, 2023, the current conflict between Russia and Ukraine, and related sanctions imposed by the U.S., EU and others, adversely affect the crewing operations of our Manager, which has crewing offices in St. Petersburg, Odessa and Marioupol (damaged by the war), and trade patterns involving ports in the Black Sea or Russia, and as well as impacting world energy supply and creating uncertainties in the global economy, which in turn impact containership and drybulk demand. The extent of the impact will depend largely on future developments.
The war between Israel and Hamas in the Gaza Strip has not affected our business to date; however, an escalation of this conflict could have reverberations on the regional and global economies that could have the potential to adversely affect demand for containership cargoes and our business
Cash Flows
Nine Months ended September 30, 2023 | Nine Months ended September 30, 2022 | |||||||
| (In thousands) | ||||||||
| Net cash provided by operating activities | $ | 430,112 | $ | 789,244 | ||||
| Net cash provided by/(used in) investing activities | $ | (198,551 | ) | $ | 164,504 | |||
| Net cash used in financing activities | $ | (192,939 | ) | $ | (514,161 | ) | ||
Net Cash Provided by Operating Activities
Net cash flows provided by operating activities decreased by $359.1 million, to $430.1 million provided by operating activities in the nine months ended September 30, 2023 compared to $789.2 million provided by operating activities in the nine months ended September 30, 2022. The decrease was the result of: (i) $149.8 million in ZIM dividends that were collected in the nine months ended September 30, 2022 compared to $0.9 million dividends collected on our shareholding interest in EGLE in the nine months ended September 30, 2023, (ii) a $247.0 million decrease in cash operating revenues as a result of the charter revenue prepayment that occurred in the nine months ended September 30, 2022, (iii) a $14.2 million decrease in operating revenues due to a decrease in the average number of vessels in our fleet as a result of vessel sales, (iv) a $8.8 million increase in cash operating expenses and (v) a $5.4 million increase in drydocking expenses, which were partially offset by: (i) a $33.2 million increase in operating revenues due to higher charter rates, (ii) a $29.5 million decrease in net finance costs and (iii) a $2.5 million improvement in working capital between the two periods.
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Net Cash Provided by/(Used in) Investing Activities
Net cash flows provided by/(used in) investing activities decreased by $363.1 million, to $198.6 million used in investing activities in the nine months ended September 30, 2023 compared to $164.5 million provided by investing activities in the nine months ended September 30, 2022. The decrease was due to: (i) a $246.6 million in proceeds from the sale of ZIM shares collected in the nine months ended September 30, 2022 compared to no such proceeds in the nine months ended September 30, 2023 as we no longer held ZIM shares during the latter period, (ii) a $9.1 million decrease in vessel sale proceeds, (iii) a $29.8 million increase in advances and payments for vessel acquisitions in the nine months ended September 30, 2023, (iv) a $4.9 million increase in additions to vessel cost and (v) $74.4 million in net investments in the nine months ended September 30, 2023, which include $68.2 million invested in Eagle Bulk Shipping and our investment in Carbon Termination Technologies, which were partially offset by a $1.7 million decrease in advance payments for vessels under construction between the two periods.
Net Cash Used in Financing Activities
Net cash flows used in financing activities decreased by $321.2 million, to $192.9 million used in financing activities in the nine months ended September 30, 2023 compared to $514.1 million used in financing activities in the nine months ended September 30, 2022 due to (i) a $454.3 million decrease in payments of long-term debt and leaseback obligations, (ii) a $13.9 million decrease in finance costs, (iii) a $3.4 million decrease in payments of accumulated accrued interest and (iv) a $1.1 million decrease in dividend payments on our common stock, which were partially offset by (i) a $127.7 million decrease in proceeds from long-term debt and (ii) a $23.8 million increase in repurchase of common stock in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). Management believes, however, that certain non-GAAP financial measures used in managing the business may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance. See the table below for supplemental financial data and corresponding reconciliation to GAAP financial measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.
EBITDA and Adjusted EBITDA
EBITDA represents net income before interest income and expense, taxes, depreciation, as well as amortization of deferred drydocking & special survey costs, amortization of assumed time charters, amortization of deferred realized losses of cash flow interest rate swaps, amortization of finance costs, debt discount and commitment fees. Adjusted EBITDA represents net income before interest income and expense, taxes other than withholding taxes on dividends received, depreciation, amortization of deferred drydocking & special survey costs, amortization of assumed time charters, amortization of deferred realized losses of cash flow interest rate swaps, amortization of finance costs, debt discount and commitment fees, gain/loss on investments, gain/loss on debt extinguishment, gain on sale of vessels and stock-based compensation. We believe that EBITDA and Adjusted EBITDA assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. EBITDA and Adjusted EBITDA are also used: (i) by prospective and current customers as well as potential lenders to evaluate potential transactions; and (ii) to evaluate and price potential acquisition candidates. Our EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies due to differences in methods of calculation.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are: (i) EBITDA/Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA/Adjusted EBITDA do not reflect any cash requirements for such capital expenditures. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Because of these limitations, EBITDA/Adjusted EBITDA should not be considered as principal indicators of our performance.
8
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Nine Months ended September 30, 2023 | Nine Months ended September 30, 2022 | |||||||
| (In thousands) | ||||||||
| Net income | $ | 426,378 | $ | 406,489 | ||||
| Depreciation and amortization of right-of-use assets | 95,764 | 101,253 | ||||||
| Amortization of deferred drydocking & special survey costs | 13,109 | 9,006 | ||||||
| Amortization of assumed time charters | (16,806 | ) | (46,256 | ) | ||||
| Amortization of deferred realized losses of cash flow interest rate swaps | 2,709 | 2,709 | ||||||
| Amortization of finance costs, debt discount and commitment fees | 3,965 | 9,393 | ||||||
| Interest income | (9,410 | ) | (1,444 | ) | ||||
| Interest expense | 15,174 | 39,768 | ||||||
| Income taxes | - | 18,250 | ||||||
| EBITDA | 530,883 | 539,168 | ||||||
| Loss on investments and dividend withholding taxes | 2,895 | 158,136 | ||||||
| Loss/(gain) on debt extinguishment | 2,254 | (22,939 | ) | |||||
| Gain on sale of vessels | (1,639 | ) | - | |||||
| Stock based compensation | - | 373 | ||||||
| Adjusted EBITDA | $ | 534,393 | $ | 674,738 | ||||
EBITDA decreased by $8.3 million, to $530.9 million in the nine months ended September 30, 2023 from $539.2 million in the nine months ended September 30, 2022. This decrease was mainly attributed to (i) $165.4 million in dividends from ZIM (gross of withholding taxes) recognized in the nine months ended September 30, 2022 compared to $0.9 million in dividends from EGLE recognized in the nine months ended September 30, 2023, (ii) a $25.2 million decrease in gain on debt extinguishment between the two periods, (iii) a $3.9 million equity loss on investments in the nine months ended September 30, 2023 and (iv) a $2.7 million increase in total operating expenses between the two periods, which were partially offset by (i) a $173.5 million change in fair value of investments, (ii) a $12.9 million increase in operating revenues (excluding $29.5 million decrease in amortization of assumed time charters) and (iii) a $1.6 million gain on sale of vessel in the nine months ended September 30, 2023 compared to no such gain in the nine months ended September 30, 2022.
Adjusted EBITDA decreased by $140.3 million, to $534.4 million in the nine months ended September 30, 2023 from $674.7 million in the nine months ended September 30, 2022. This decrease was mainly attributed to (i) recognition of a $147.1 million dividend from ZIM (net of withholding taxes) in the nine months ended September 30, 2022 compared to $0.9 million in dividends from EGLE in the nine months ended September 30, 2023, (ii) a $3.1 million increase in total operating expenses and (iii) a $3.9 million equity loss on investments in the nine months ended September 30, 2023, which were partially offset by a $12.9 million increase in operating revenues (excluding a $29.5 million decrease in amortization of assumed time charters). Adjusted EBITDA for the nine months ended September 30, 2023 is adjusted for a $2.9 million change in fair value of investments, a $2.3 million loss on debt extinguishment and a $1.6 million gain on sale of vessel.
9
Credit Facilities
We, as borrower or guarantor, and certain of our subsidiaries, as borrowers or guarantors, have entered into a number of credit facilities in connection with financing the acquisition of certain vessels in our fleet. Our existing credit facilities are secured by, among other things, our vessels (as described below). The following summarizes certain terms of our credit facilities and our Senior Notes:
| Credit Facility | Outstanding Principal Amount (in millions)(1) | Collateral Vessels | ||||
| BNP Paribas/Credit Agricole $130.0 mil. Facility | $ | 105.0 | The Wide Alpha, the Stephanie C, the Maersk Euphrates, the Wide Hotel, the Wide India and the Wide Juliet | |||
| Alpha Bank $55.25 mil. Facility | $ | 49.6 | The Bremen and the Kota Santos | |||
| Citibank $382.5 mil. Revolving Credit Facility | $ | - | The Express Berlin, the Express Rome, the Express Athens, the Hyundai Smart, the Hyundai Speed, the Hyundai Ambition, the Pusan C, the Le Havre, the Europe, the America, the CMA CGM Musset, the Racine (ex CMA CGM Racine), the CMA CGM Rabelais, the CMA CGM Nerval, the YM Maturity and the YM Mandate | |||
| Senior Notes | $ | 262.8 | None | |||
| (1) | As of September 30, 2023. |
As of September 30, 2023, there was $348.75 million of remaining borrowing availability under our Citibank $382.5 mil. Revolving Credit Facility. As of September 30, 2023, 44 of our container vessels and 1 recently acquired drybulk vessel were unencumbered. For additional information regarding the credit facilities and related repayment schedule, please refer to Note 8 “Long-term Debt, net” in the unaudited condensed consolidated financial statements included in this report.
Senior Notes
On February 11, 2021, we consummated an offering of $300 million aggregate principal amount of 8.500% Senior Notes due 2028 of Danaos Corporation, which we refer to as the Senior Notes. The Senior Notes are general senior unsecured obligations of Danaos Corporation.
The Senior Notes were issued pursuant to an Indenture, dated as of February 11, 2021, between the Company and Citibank, N.A., London Branch, as trustee, paying agent, registrar and transfer agent. The Senior Notes bear interest at a rate of 8.500% per year, payable in cash on March 1 and September 1 of each year, commencing September 1, 2021. The Senior Notes will mature on March 1, 2028.
In December 2022, we repurchased $37.2 million aggregate principal amount of our Senior Notes in a privately negotiated transaction. For additional details regarding the Senior Notes please refer to Note 8, “Long-term Debt, net” in the unaudited condensed consolidated financial statements included elsewhere in this report and “Item 5. Operating and Financial Review and Prospects –Senior Notes” in our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 9, 2023.
Qualitative and Quantitative Disclosures about Market Risk
Interest Rate Swaps
In the past, we entered into interest rate swap agreements converting floating interest rate exposure into fixed interest rates in order to hedge our exposure to fluctuations in prevailing market interest rates, as well as interest rate swap agreements converting the fixed rate we paid in connection with certain of our credit facilities into floating interest rates in order to economically hedge the fair value of the fixed rate credit facilities against fluctuations in prevailing market interest rates. All of these interest rate swap agreements have expired and we do not currently have any outstanding interest rate swap agreements. Refer to Note 9, “Financial Instruments”, to our unaudited condensed consolidated financial statements included in this report.
10
Foreign Currency Exchange Risk
We did not enter into derivative instruments to hedge the foreign currency translation of assets or liabilities or foreign currency transactions during the nine months ended September 30, 2023 and 2022.
Impact of Inflation and Interest Rates Risk on our Business
We continue to see near-term impacts on our business due to elevated inflation in the United States of America, the Eurozone and other countries, including ongoing global prices pressures in the wake of the war in Ukraine, driving up energy and commodity prices, which continue to affect our operating expenses. Interest rates have increased rapidly and substantially as central banks in developed countries raise interest rates in an effort to subdue inflation. The eventual implications of tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for our business.
Capitalization and Indebtedness
The table below sets forth our consolidated capitalization as of September 30, 2023.
| · | on an actual basis; and | |
| · | on an as adjusted basis to reflect, in the period from October 1, 2023 to November 10, 2023, repurchases of 250,519 shares of our common stock for an aggregate purchase price of $16.3 million, the issuance of 100,000 shares of our common stock as equity awards under our equity compensation plan and the issuance of 100,000 shares of our common stock payable under our amended and restatement management agreement. |
Other than these adjustments, there have been no other material changes to our capitalization from debt or equity issuances, re-capitalizations, special dividends, or debt repayments as adjusted in the table below between October 1, 2023 and November 10, 2023.
| As of September 30, 2023 | ||||||||
| Actual | As adjusted | |||||||
| (US Dollars in thousands) | ||||||||
| Debt: | ||||||||
| Senior unsecured notes | $ | 262,766 | $ | 262,766 | ||||
| BNP Paribas/Credit Agricole $130 mil. Facility | 105,000 | 105,000 | ||||||
| Alpha Bank $55.25 mil. Facility | 49,625 | 49,625 | ||||||
| Citibank $382.5 mil. Revolving Credit Facility | - | - | ||||||
| Total debt (1)(2) | $ | 417,391 | $ | 417,391 | ||||
| Stockholders’ equity: | ||||||||
| Preferred stock, par value $0.01 per share; 100,000,000 preferred shares authorized and none issued; actual and as adjusted | - | - | ||||||
| Common stock, par value $0.01 per share; 750,000,000 shares authorized; 25,155,955 shares issued and 19,497,008 shares outstanding actual and 19,446,489 shares outstanding as adjusted | 195 | 194 | ||||||
| Additional paid-in capital | 695,593 | 679,283 | ||||||
| Accumulated other comprehensive loss | (70,941 | ) | (70,941 | ) | ||||
| Retained earnings (3) | 2,267,526 | 2,267,526 | ||||||
| Total stockholders’ equity | 2,892,373 | 2,876,062 | ||||||
| Total capitalization | $ | 3,309,764 | $ | 3,293,453 | ||||
| (1) | All of the indebtedness reflected in the table, other than Danaos Corporation’s unsecured senior notes due 2028 ($262.8 million on an actual basis), is secured and is guaranteed by Danaos Corporation, in the case of indebtedness of our subsidiaries ($49.6 million on an actual basis), or by our subsidiaries, in the case of indebtedness of Danaos Corporation ($105.0 million on an actual basis). See Note 4 “Fixed Assets, net and Advances for Vessels under Construction” and Note 8 “Long-Term Debt, net” to our unaudited condensed consolidated financial statements included elsewhere in this report. |
| (2) | Total debt is presented gross of deferred finance costs, which amount to $6.8 million. |
| (3) | Does not reflect dividend of $0.80 per share of common stock declared by the Company payable on December 6, 2023 to holders of record as of November 27, 2023. |
11
Our Fleet
The following table describes in detail our container vessels deployment profile as of November 10, 2023:
| Vessel Details | Charter Arrangements | |||||||||
| Vessel Name | Year Built | Size (TEU) | Expiration of Charter (1) | Charterer | Contracted Employment through (2) | Charter Rate (3) |
Extension Options (4) | |||
| Period | Charter Rate | |||||||||
Hyundai Ambition
|
2012
|
13,100
|
April 2027
|
HMM Confidential (6)
|
June 2024 April 2027
|
$64,918 $51,500
|
+ 6 months +10.5 to 13.5 months +10.5 to 13.5 months |
$51,500 $51,500 $51,500 |
||
Hyundai Speed
|
2012
|
13,100
|
April 2027
|
HMM Confidential (6)
|
June 2024 April 2027
|
$64,918 $51,500
|
+ 6 months +10.5 to 13.5 months +10.5 to 13.5 months |
$51,500 $51,500 $51,500 |
||
Hyundai Smart
|
2012
|
13,100
|
June 2027
|
HMM Confidential (6) |
May 2024 June 2027 |
$64,918 $54,000 |
+ 3 to 26 months |
$54,000 |
||
Hyundai Respect
|
2012
|
13,100
|
April 2027
|
HMM Confidential (6) |
March 2024 April 2027 |
$64,918 $54,000 |
+ 3 to 26 months |
$54,000 |
||
Hyundai Honour
|
2012
|
13,100
|
March 2027
|
HMM Confidential (6) |
February 2024 March 2027 |
$64,918 $54,000 |
+ 3 to 26 months |
$54,000 |
||
| Express Rome | 2011 | 10,100 | April 2027 | Hapag Lloyd Confidential (6) |
May 2024 April 2027 |
$30,000 $37,000 |
+4 months + 6 months |
$30,000 $37,000 |
||
| Express Berlin | 2011 | 10,100 | August 2026 | Confidential (6) | August 2026 | $33,000 |
|
+ 4 months | $33,000 | |
| Express Athens | 2011 | 10,100 | April 2027 | Hapag Lloyd Confidential (6) |
May 2024 April 2027 |
$30,000 $37,000 |
+4 months + 6 months |
$30,000 $37,000 |
||
| Le Havre | 2006 | 9,580 | June 2028 | Confidential (6) | June 2028 | $58,500 | + 4 months | $58,500 | ||
| Pusan C | 2006 | 9,580 | May 2028 | Confidential (6) | May 2028 | $58,500 | + 4 months | $58,500 | ||
| Bremen | 2009 | 9,012 | January 2028 | Confidential (6) | January 2028 | $56,000 | + 4 months | $56,000 | ||
| C Hamburg | 2009 | 9,012 | January 2028 | Confidential (6) | January 2028 | $56,000 | + 4 months | $56,000 | ||
| Niledutch Lion | 2008 | 8,626 | May 2026 | Niledutch | May 2026 | $47,500 | + 4 months | $47,500 | ||
| Belita | 2006 | 8,533 | July 2026 | CMA CGM | July 2026 | $45,000 | + 6 months | $45,000 | ||
| Kota Manzanillo | 2005 | 8,533 | February 2026 | PIL | February 2026 | $47,500 | + 4 months | $47,500 | ||
| CMA CGM Melisande | 2012 | 8,530 | January 2028 | CMA CGM | August 2024 | $43,000 | ||||
| Confidential (6) | January 2028 | $34,500 | + 3 to 13.5 months | $34,500 | ||||||
| CMA CGM Attila | 2011 | 8,530 | May 2027 | CMA CGM | January 2024 | $43,000 | ||||
| Confidential (6) | May 2027 | $34,500 | + 3 to 13.5 months | $34,500 | ||||||
| CMA CGM Tancredi | 2011 | 8,530 | July 2027 | CMA CGM | February 2024 | $43,000 | ||||
| Confidential (6) | July 2027 | $34,500 | + 3 to 13.5 months | $34,500 | ||||||
| CMA CGM Bianca | 2011 | 8,530 | September 2027 | CMA CGM | April 2024 | $43,000 | ||||
| Confidential (6) | September 2027 | $34,500 | + 3 to 13.5 months | $34,500 | ||||||
| CMA CGM Samson | 2011 | 8,530 | November 2027 | CMA CGM | June 2024 | $43,000 | ||||
| Confidential (6) | November 2027 | $34,500 | + 3 to 13.5 months | $34,500 | ||||||
| America | 2004 | 8,468 | April 2028 | Confidential (6) | April 2028 | $56,000 | + 4 months | $56,000 | ||
| Europe | 2004 | 8,468 | May 2028 | Confidential (6) | May 2028 | $56,000 | + 4 months | $56,000 | ||
| Kota Santos (ex Phoebe) | 2005 | 8,463 | August 2026 | PIL | August 2025 | $55,000 | ||||
| August 2026 | $50,000 | + 4 months | $55,000 | |||||||
| CMA CGM Moliere | 2009 | 6,500 | March 2027 | Confidential (6) | March 2027 | $55,000 | + 2 months | $55,000 | ||
| CMA CGM Musset | 2010 | 6,500 | September 2025 | Confidential (6) | September 2025 | $60,000 | + 23 to 25 months | $55,000 | ||
| CMA CGM Nerval | 2010 | 6,500 | November 2025 | Confidential (6) | November 2025 | $40,000 | + 23 to 25 months | $30,000 | ||
| CMA CGM Rabelais | 2010 | 6,500 | January 2026 | Confidential (6) | January 2026 | $40,000 | + 23 to 25 months | $30,000 | ||
| Racine (ex CMA CGM Racine) | 2010 | 6,500 | April 2026
|
Confidential (6) | April 2024 April 2026 |
$30,000 $32,500 |
+ 2 months | $32,500 | ||
| YM Mandate | 2010 | 6,500 | January 2028 | Yang Ming | January 2028 | $26,890 | (5) | + 8 months | $26,890 | |
| YM Maturity | 2010 | 6,500 | April 2028 | Yang Ming | April 2028 | $26,890 | (5) | + 8 months | $26,890 | |
| Dimitra C | 2002 | 6,402 | January 2024 | Hapag Lloyd | January 2024 | $21,500 | + 3 months | $21,500 | ||
| ZIM Savannah | 2002 | 6,402 | May 2024 | ZIM | May 2024 | $36,000 | + 6 months | $36,000 | ||
| Kota Lima | 2002 | 5,544 | November 2024 | PIL | November 2024 | $39,999 | + 4 months | $39,999 | ||
| + 10 to 14 months | $27,500 | |||||||||
| + 10 to 12 months | $24,000 | |||||||||
| Suez Canal | 2002 | 5,610 | April 2026 | Confidential (6) | April 2024 April 2026 |
$25,500 $27,500 |
+ 2 months |
$27,500 |
||
| Wide Alpha | 2014 | 5,466 | March 2024 | ONE | March 2024 | $18,500 | + 3 months | $18,500 | ||
| Stephanie C | 2014 | 5,466 | June 2025 | Confidential (6) | June 2025 | $55,500 | + 4 months | $55,500 | ||
| Maersk Euphrates | 2014 | 5,466 | April 2024 | Maersk | April 2024 | $17,500 | + 4 months | $17,500 | ||
| Wide Hotel | 2015 | 5,466 | May 2024 | ONE | May 2024 | $18,500 | + 3 months | $18,500 | ||
| Wide India | 2015 | 5,466 | November 2025 | Confidential (6) | November 2025 | $53,500 | + 4 months | $53,500 | ||
Wide Juliet
|
2015
|
5,466
|
September 2025
|
Confidential (6)
|
September 2025
|
$24,750
|
+ 4 months + 7 to 9 months |
$24,750 $25,000 |
||
12
| Vessel Details | Charter Arrangements | |||||||||
| Vessel Name | Year Built | Size (TEU) | Expiration of Charter (1) | Charterer | Contracted Employment through (2) | Charter Rate (3) |
Extension Options (4) | |||
| Period | Charter Rate | |||||||||
| + 11 to 13 months | $30,000 | |||||||||
| Rio Grande | 2008 | 4,253 | November 2024 | OOCL | December 2023 | $50,000 | ||||
| November 2024 | $17,000 | + 2 months | $45,000 | |||||||
| Merve A (ex ZIM Sao Paolo) | 2008 | 4,253 | September 2025 | Confidential (6) | September 2025 | $24,000 | + 4 months | $24,000 | ||
| Kingston (ex ZIM Kingston) | 2008 | 4,253 | June 2025 | Confidential (6) | June 2025 | $23,900 | + 2 months | $23,900 | ||
| ZIM Monaco | 2009 | 4,253 | October 2024 | Confidential (6) | October 2024 | $53,000 | + 6 months | $53,000 | ||
| Dalian | 2009 | 4,253 | March 2026 | Confidential (6) | March 2026 | $48,000 | + 3 months | $48,000 | ||
| ZIM Luanda | 2009 | 4,253 | August 2025 | ZIM | August 2025 | $30,000 | + 4 months | $30,000 | ||
| Seattle C | 2007 | 4,253 | October 2024 | OOCL | November 2023 | $50,000 | ||||
| October 2024 | $17,000 | + 2 months | $45,000 | |||||||
| Vancouver | 2007 | 4,253 | November 2024 | OOCL | December 2023 | $50,000 | ||||
| November 2024 | $17,000 | + 2 months | $45,000 | |||||||
| Derby D | 2004 | 4,253 | January 2027 | CMA CGM | January 2027 | $36,275 | + 3 months | $36,275 | ||
| Tongala | 2004 | 4,253 | November 2024 | Confidential (6) | November 2024 | $53,000 | + 6 months | $53,000 | ||
| Dimitris C | 2001 | 3,430 | November 2025 | CMA CGM | November 2025 | $40,000 | + 4 months | $40,000 | ||
| Express Argentina | 2010 | 3,400 | September 2024 | Confidential (6) | September 2024 | $19,250 | +3 months | $19,250 | ||
| Express Brazil | 2010 | 3,400 | June 2025 | CMA CGM | June 2025 | $37,750 | + 2 months | $37,750 | ||
| Express France | 2010 | 3,400 | September 2025 | CMA CGM | September 2025 | $37,750 | + 2 months | $37,750 | ||
| Express Spain | 2011 | 3,400 | January 2025 | Cosco | January 2025 | $40,000 | + 2 months | $40,000 | ||
| Express Black Sea | 2011 | 3,400 | January 2025 | Cosco | January 2025 | $40,000 | + 2 months | $40,000 | ||
| Singapore | 2004 | 3,314 | May 2024 | OOCL | November 2023 | $38,450 | ||||
| May 2024 | $21,000 | + 6 months | $37,000 | |||||||
| Colombo | 2004 | 3,314 | January 2025 | Cosco | January 2025 | $40,000 | + 2 months | $40,000 | ||
| Zebra | 2001 | 2,602 | November 2024 | Maersk | November 2024 | $32,000 | + 4 months | $32,000 | ||
| Artotina | 2001 | 2,524 | May 2025 | Confidential (6) | May 2025 | $28,000 | + 2 months | $28,000 | ||
| Phoenix D | 1997 | 2,200 | March 2025 | Maersk | March 2025 | $28,000 | + 6 months | $28,000 | ||
| Stride | 1997 | 2,200 | January 2025 | Cosco | January 2025 | $26,250 | + 2 months | $26,250 | ||
| Sprinter | 1997 | 2,200 | December 2024 | Cosco | December 2024 | $26,250 | + 2 months | $26,250 | ||
| Future | 1997 | 2,200 | December 2024 | Cosco | December 2024 | $26,250 | + 2 months | $26,250 | ||
| Advance | 1997 | 2,200 | January 2025 | Cosco | January 2025 | $26,250 | + 2 months | $26,250 | ||
| Bridge | 1998 | 2,200 | December 2024 | Samudera | December 2024 | $23,000 | + 6 months | $23,000 | ||
| Highway | 1998 | 2,200 | February 2024 | Confidential (6)
|
November 2023 February 2024 |
$15,000 $8,100 |
+ 2 months | $8,100 | ||
| Progress C | 1998 | 2,200 | November 2024 | Cosco | November 2024 | $26,250 | + 2 months | $26,250 | ||
| 1. | Earliest date charters could expire. Most charters include options for the charterers to extend their terms as described in the “Extension Options” column. |
| 2. | This column indicates the date through which the charter rate set forth in the column to the immediate right of such date is payable. For charters with the same charter rate throughout the fixed term of the charter, this date is the same as the charter expiration date set forth in the “Expiration of Charter” column. |
| 3. | Gross charter rate, which does not include charter commissions. |
| 4. | At the option of the charterer. |
| 5. | Bareboat charter rate. |
| 6. | Charterer not disclosed due to confidentiality arrangements. |
13
The following table describes the details of our Capesize drybulk vessels, which did not generate any operating revenues in the three months ended September 30, 2023:
| Vessel Name | Year Built | Capacity (DWT) | ||||||
| Bulk Achievement(2) | 2011 | 175,850 | ||||||
| Bulk Genius(1) | 2012 | 175,580 | ||||||
| Bulk Ingenuity(1) | 2011 | 176,022 | ||||||
| Integrity(1) | 2010 | 175,996 | ||||||
| Peace | 2010 | 175,858 | ||||||
| West Trader(2) | 2009 | 175,879 | ||||||
| East Trader(2) | 2009 | 175,886 | ||||||
| 1. | The vessels were delivered to us in October and November 2023. |
| 2. | The vessels are expected to be delivered to us between November and December 2023. |
The specifications of our 10 contracted containerships under construction as of November 10, 2023 are as follows:
| Hull Number | Year Built | Size (TEU) | Shipyard | Expected Delivery Period | Minimum Charter Duration(1) | Charter rate(2) | Extension Options(3) | |
| Period | Charter Rate(2) | |||||||
| Hull No. C7100-7 | 2024 | 7,165 | Dalian Shipbuilding | 3rd Quarter 2024 | 3 Years | $36,000
|
+ 4 months + 22 to 26 months |
$36,000 $40,000 |
| Hull No. C7100-8 | 2024 | 7,165 | Dalian Shipbuilding | 4th Quarter 2024 | 3 Years | $36,000
|
+ 4 months + 22 to 26 months |
$36,000 $40,000 |
| Hull No. HN4009 | 2024 | 8,010 | Daehan Shipbuilding | 2nd Quarter 2024 | 3 Years | $42,000 | + 3 months | $42,000 |
| Hull No. HN4010 | 2024 | 8,010 | Daehan Shipbuilding | 2nd Quarter 2024 | 3 Years | $42,000 | + 3 months | $42,000 |
| Hull No. HN4011 | 2024 | 8,010 | Daehan Shipbuilding | 3rd Quarter 2024 | 3 Years | $42,000 | + 3 months | $42,000 |
| Hull No. HN4012 | 2024 | 8,010 | Daehan Shipbuilding | 3rd Quarter 2024 | 3 Years | $42,000 | + 3 months | $42,000 |
| Hull No. CV5900-07 | 2024 | 6,014 | Qingdao Yangfan Shipbuilding | 4th Quarter 2024 | - | |||
| Hull No. CV5900-08 | 2025 | 6,014 | Qingdao Yangfan Shipbuilding | 2nd Quarter 2025 | - | |||
| Hull No. YZJ2023-1556 | 2026 | 8,258 | Jiangsu NewYangzi Shipbuilding | 3rd Quarter 2026 | - | |||
| Hull No. YZJ2023-1557 | 2026 | 8,258 | Jiangsu NewYangzi Shipbuilding | 4th Quarter 2026 | - | |||
| 1. | Earliest period charters could expire. Most charters include options for the charterers to extend their terms as described in the “Extension Options” column. |
| 2. | Gross charter rate, which does not include charter commissions. |
| 3. | At the option of the charterer. |
Executive Officers
On November 10, 2023, Iraklis Prokopakis’s previously announced retirement from his executive role as Senior Vice President and Chief Operating Officer of the Company became effective. Mr. Prokopakis will remain a member of the Company’s Board of Directors. On November 10, 2023, Dimitris Vastarouchas, who had been serving as the Company’s Deputy Chief Operating Officer was appointed the Company’s Chief Operating Officer, and Filippos Prokopakis, who had been serving as Commercial Director of our Manager, Danaos Shipping, was appointed Chief Commercial Officer of the Company.
Management Agreement
On November 10, 2023, we entered into an Amended and Restated Management Agreement with Danaos Shipping, extending the term from December 31, 2024 to December 31, 2025. Under the Amended and Restated Management Agreement we will pay our Manager the following fees: (i) an annual management fee of $2,000,000, commencing in 2024, and 100,000 shares of our common stock, payable annually commencing in the fourth quarter of 2023, (ii) a daily vessel management fee of $475 for vessels on bareboat charter, pro-rated for the number of calendar days we own each vessel, commencing in 2024, (iii) a daily vessel management fee of $950 for vessels on time charter, pro-rated for the number of calendar days we own each vessel, (iv) a fee of 1.25% on all freight, charter hire, ballast bonus and demurrage for each vessel, commencing in 2024, (v) a fee of 1.0% based on the contract price of any vessel bought or sold by it on our behalf, including newbuilding contracts, and (vi) a flat fee of $850,000 per newbuilding vessel, which we capitalize, for the on premises supervision of any newbuilding contracts by selected engineers and others of its staff.
14
Forward Looking Statements
Matters discussed in this report may constitute forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning our operations, cash flows, financial position, including with respect to vessel and other asset values, plans, objectives, goals, strategies, future events, performance or business prospects, changes and trends in our business and the markets in which we operate, and underlying assumptions and other statements, which are other than statements of historical facts. The forward-looking statements in this release are based upon various assumptions. Although Danaos Corporation believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, Danaos Corporation cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include any resurgence of the COVID-19 pandemic, the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, charter counterparty performance, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydocking, changes in our operating expenses, including bunker prices, drydocking and insurance costs, our ability to operate profitably in the drybulk sector, our ability to obtain financing and comply with covenants in our financing arrangements, actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events, including the conflict in Ukraine and related sanctions, any escalation of the conflict in Israel and Gaza, or acts by terrorists.
Risks and uncertainties are further described in reports filed by us with the U.S. Securities and Exchange Commission.
15
INDEX TO FINANCIAL STATEMENTS
| Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited) | F-2 |
| Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) | F-3 |
| Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) | F-4 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2023 and 2022 (unaudited) | F-5 |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited) | F-6 |
| Notes to the Unaudited Condensed Consolidated Financial Statements | F-7 |
F-1
DANAOS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(Expressed in thousands of United States Dollars, except share and per share amounts)
| As of | ||||||||||||
| September 30, | December 31, | |||||||||||
| Notes | 2023 | 2022 | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | $ | 306,290 | $ | 267,668 | ||||||||
| Accounts receivable, net | 7,351 | 5,635 | ||||||||||
| Inventories | 16,831 | 16,099 | ||||||||||
| Prepaid expenses | 1,408 | 1,312 | ||||||||||
| Due from related parties | 14 | 41,728 | 34,002 | |||||||||
| Other current assets | 6 | 124,589 | 47,805 | |||||||||
| Total current assets | 498,197 | 372,521 | ||||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Fixed assets at cost, net of accumulated depreciation of $1,278,166 (2022: $1,182,402) | 4 | 2,652,958 | 2,721,494 | |||||||||
| Advances for vessels acquisition and vessels under construction | 4 | 289,149 | 190,736 | |||||||||
| Deferred charges, net | 5 | 33,998 | 25,554 | |||||||||
| Investments in affiliates | 3 | 411 | - | |||||||||
| Other non-current assets | 6 | 79,226 | 89,923 | |||||||||
| Total non-current assets | 3,055,742 | 3,027,707 | ||||||||||
| Total assets | $ | 3,553,939 | $ | 3,400,228 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Accounts payable | $ | 18,104 | $ | 24,505 | ||||||||
| Accrued liabilities | 7 | 16,682 | 21,362 | |||||||||
| Current portion of long-term debt, net | 8 | 24,400 | 27,500 | |||||||||
| Current portion of long-term leaseback obligation, net | 4 | - | 27,469 | |||||||||
| Unearned revenue | 76,471 | 111,149 | ||||||||||
| Other current liabilities | 14 | 37,424 | 16,422 | |||||||||
| Total current liabilities | 173,081 | 228,407 | ||||||||||
| LONG-TERM LIABILITIES | ||||||||||||
| Long-term debt, net | 8 | 386,222 | 402,440 | |||||||||
| Long-term leaseback obligation, net of current portion | 4 | - | 44,542 | |||||||||
| Unearned revenue, net of current portion | 71,233 | 111,564 | ||||||||||
| Other long-term liabilities | 14 | 31,030 | 52,861 | |||||||||
| Total long-term liabilities | 488,485 | 611,407 | ||||||||||
| Total liabilities | 661,566 | 839,814 | ||||||||||
| Commitments and Contingencies | 10 | |||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||
| Preferred stock (par value $0.01, 100,000,000 preferred shares authorized and not issued as of September 30, 2023 and December 31, 2022) | 11 | - | - | |||||||||
| Common stock (par value $0.01, 750,000,000 common shares authorized as of September 30, 2023 and December 31, 2022. 25,155,955 and 25,155,928 shares issued as of September 30, 2023 and December 31, 2022; and 19,497,008 and 20,349,702 shares outstanding as of September 30, 2023 and December 31, 2022) | 11 | 195 | 203 | |||||||||
| Additional paid-in capital | 695,593 | 748,109 | ||||||||||
| Accumulated other comprehensive loss | 9 | (70,941 | ) | (74,209 | ) | |||||||
| Retained earnings | 2,267,526 | 1,886,311 | ||||||||||
| Total stockholders’ equity | 2,892,373 | 2,560,414 | ||||||||||
| Total liabilities and stockholders’ equity | $ | 3,553,939 | $ | 3,400,228 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(Expressed in thousands of United States Dollars, except share and per share amounts)
| Three months ended | Nine months ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
| Notes | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| OPERATING REVENUES | 12 | $ | 239,215 | $ | 260,037 | $ | 724,268 | $ | 740,861 | |||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||
| Voyage expenses | 14 | (8,959 | ) | (10,320 | ) | (25,241 | ) | (26,952 | ) | |||||||||||
| Vessel operating expenses | (39,494 | ) | (39,186 | ) | (121,994 | ) | (118,929 | ) | ||||||||||||
| Depreciation and amortization of right-of-use assets | (32,325 | ) | (34,141 | ) | (95,764 | ) | (101,253 | ) | ||||||||||||
| Amortization of deferred drydocking and special survey costs | 5 | (4,772 | ) | (3,084 | ) | (13,109 | ) | (9,006 | ) | |||||||||||
| General and administrative expenses | 14 | (7,070 | ) | (7,157 | ) | (21,107 | ) | (21,684 | ) | |||||||||||
| Gain on sale of vessels | 4 | - | - | 1,639 | - | |||||||||||||||
| Income From Operations | 146,595 | 166,149 | 448,692 | 463,037 | ||||||||||||||||
| OTHER INCOME (EXPENSES): | ||||||||||||||||||||
| Interest income | 3,091 | 1,323 | 9,410 | 1,444 | ||||||||||||||||
| Interest expense | (4,306 | ) | (15,968 | ) | (16,909 | ) | (49,161 | ) | ||||||||||||
| Loss on investments | 6 | (9,333 | ) | (107,290 | ) | (2,895 | ) | (176,386 | ) | |||||||||||
| Dividend income | 6 | 901 | 27,013 | 901 | 165,399 | |||||||||||||||
| Gain/(loss) on debt extinguishment | 4,8 | - | - | (2,254 | ) | 22,939 | ||||||||||||||
| Equity loss on investments | 3 | (526 | ) | - | (3,852 | ) | - | |||||||||||||
| Other finance expenses | (1,236 | ) | (155 | ) | (3,358 | ) | (1,096 | ) | ||||||||||||
| Other income/(expenses), net | (1,117 | ) | 411 | (648 | ) | 1,272 | ||||||||||||||
| Loss on derivatives | 9 | (913 | ) | (913 | ) | (2,709 | ) | (2,709 | ) | |||||||||||
| Total Other Income/(Expenses), net | (13,439 | ) | (95,579 | ) | (22,314 | ) | (38,298 | ) | ||||||||||||
| Income before income taxes | 133,156 | 70,570 | 426,378 | 424,739 | ||||||||||||||||
| Income taxes | 6 | - | (3,770 | ) | - | (18,250 | ) | |||||||||||||
| Net Income | $ | 133,156 | $ | 66,800 | $ | 426,378 | $ | 406,489 | ||||||||||||
| EARNINGS PER SHARE | ||||||||||||||||||||
| Basic earnings per share | $ | 6.76 | $ | 3.29 | $ | 21.28 | $ | 19.77 | ||||||||||||
| Diluted earnings per share | $ | 6.76 | $ | 3.29 | $ | 21.28 | $ | 19.75 | ||||||||||||
| Basic weighted average number of common shares (in thousands) | 13 | 19,693 | 20,299 | 20,039 | 20,560 | |||||||||||||||
| Diluted weighted average number of common shares (in thousands) | 13 | 19,693 | 20,318 | 20,039 | 20,579 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
(Expressed in thousands of United States Dollars)
| Three months ended | Nine months ended | |||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||
| Notes | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
| Net income for the period | $ | 133,156 | $ | 66,800 | $ | 426,378 | $ | 406,489 | ||||||||||||
| Other comprehensive income: | ||||||||||||||||||||
| Prior service cost of defined benefit plan | 187 | - | 559 | - | ||||||||||||||||
| Amortization of deferred realized losses on cash flow hedges | 9 | 913 | 913 | 2,709 | 2,709 | |||||||||||||||
| Total Other Comprehensive Income | 1,100 | 913 | 3,268 | 2,709 | ||||||||||||||||
| Comprehensive Income | $ | 134,256 | $ | 67,713 | $ | 429,646 | $ | 409,198 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
F-4
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited)
(Expressed in thousands of United States Dollars)
| Common Stock | ||||||||||||||||||||||||
| Number of shares | Par value | Additional paid-in capital | Accumulated other comprehensive loss | Retained earnings | Total | |||||||||||||||||||
| As of December 31, 2021 | 20,717 | $ | 207 | $ | 770,676 | $ | (71,455 | ) | $ | 1,388,595 | $ | 2,088,023 | ||||||||||||
| Net Income | — | — | — | — | 331,465 | 331,465 | ||||||||||||||||||
| Dividends ($0.75 per share) | — | — | — | — | (15,537 | ) | (15,537 | ) | ||||||||||||||||
| Stock compensation | — | — | 124 | — | — | 124 | ||||||||||||||||||
| Net movement in other comprehensive income | — | — | — | 893 | — | 893 | ||||||||||||||||||
| As of March 31, 2022 | 20,717 | $ | 207 | $ | 770,800 | $ | (70,562 | ) | $ | 1,704,523 | $ | 2,404,968 | ||||||||||||
| Net Income | — | — | — | — | 8,224 | 8,224 | ||||||||||||||||||
| Repurchase of common stock | (178 | ) | (2 | ) | (11,206 | ) | — | — | (11,208 | ) | ||||||||||||||
| Dividends ($0.75 per share) | — | — | — | — | (15,538 | ) | (15,538 | ) | ||||||||||||||||
| Stock compensation | — | — | 124 | — | — | 124 | ||||||||||||||||||
| Issuance of common stock | — | — | 5 | — | — | 5 | ||||||||||||||||||
| Net movement in other comprehensive income | — | — | — | 903 | — | 903 | ||||||||||||||||||
| As of June 30, 2022 | 20,539 | $ | 205 | $ | 759,723 | $ | (69,659 | ) | $ | 1,697,209 | $ | 2,387,478 | ||||||||||||
| Net Income | — | — | — | — | 66,800 | 66,800 | ||||||||||||||||||
| Repurchase of common stock | (289 | ) | (3 | ) | (17,342 | ) | — | — | (17,345 | ) | ||||||||||||||
| Dividends ($0.75 per share) | — | — | — | — | (15,231 | ) | (15,231 | ) | ||||||||||||||||
| Stock compensation | — | — | 125 | — | — | 125 | ||||||||||||||||||
| Issuance of common stock | — | — | 2 | — | — | 2 | ||||||||||||||||||
| Net movement in other comprehensive income | — | — | — | 913 | — | 913 | ||||||||||||||||||
| As of September 30, 2022 | 20,250 | $ | 202 | $ | 742,508 | $ | (68,746 | ) | $ | 1,748,778 | $ | 2,422,742 | ||||||||||||
Common Stock | ||||||||||||||||||||||||
Number | Par | Additional | Accumulated | Retained | Total | |||||||||||||||||||
| As of December 31, 2022 | 20,350 | $ | 203 | $ | 748,109 | $ | (74,209 | ) | $ | 1,886,311 | $ | 2,560,414 | ||||||||||||
| Net Income | — | — | — | — | 146,201 | 146,201 | ||||||||||||||||||
| Dividends ($0.75 per share) | — | — | — | — | (15,262 | ) | (15,262 | ) | ||||||||||||||||
| Repurchase of common stock | (41 | ) | — | (2,196 | ) | — | — | (2,196 | ) | |||||||||||||||
| Issuance of common stock | — | — | 1 | — | — | 1 | ||||||||||||||||||
| Net movement in other comprehensive income | — | — | — | 1,079 | — | 1,079 | ||||||||||||||||||
| As of March 31, 2023 | 20,309 | $ | 203 | $ | 745,914 | $ | (73,130 | ) | $ | 2,017,250 | $ | 2,690,237 | ||||||||||||
| Net Income | — | — | — | — | 147,021 | 147,021 | ||||||||||||||||||
| Dividends ($0.75 per share) | — | — | — | — | (15,099 | ) | (15,099 | ) | ||||||||||||||||
| Repurchase of common stock | (557 | ) | (6 | ) | (33,760 | ) | — | — | (33,766 | ) | ||||||||||||||
| Net movement in other comprehensive income | — | — | — | 1,089 | — | 1,089 | ||||||||||||||||||
| As of June 30, 2023 | 19,752 | $ | 197 | $ | 712,154 | $ | (72,041 | ) | $ | 2,149,172 | $ | 2,789,482 | ||||||||||||
| Net Income | — | — | — | — | 133,156 | 133,156 | ||||||||||||||||||
| Dividends ($0.75 per share) | — | — | — | — | (14,802 | ) | (14,802 | ) | ||||||||||||||||
| Repurchase of common stock | (255 | ) | (2 | ) | (16,561 | ) | — | — | (16,563 | ) | ||||||||||||||
| Net movement in other comprehensive income | — | — | — | 1,100 | — | 1,100 | ||||||||||||||||||
| As of September 30, 2023 | 19,497 | $ | 195 | $ | 695,593 | $ | (70,941 | ) | $ | 2,267,526 | $ | 2,892,373 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(Expressed in thousands of United States Dollars)
| Nine months ended | ||||||||||||
| September 30, | ||||||||||||
| Notes | 2023 | 2022 | ||||||||||
| Cash Flows from Operating Activities | ||||||||||||
| Net income | $ | 426,378 | $ | 406,489 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||
| Depreciation and amortization of right-of-use assets | 95,764 | 101,253 | ||||||||||
| Amortization of deferred drydocking and special survey costs | 13,109 | 9,006 | ||||||||||
| Amortization of assumed time charters | (16,806 | ) | (46,256 | ) | ||||||||
| Amortization of finance costs | 1,735 | 6,960 | ||||||||||
| Debt discount amortization | - | 2,433 | ||||||||||
| Loss on investments | 2,895 | 176,386 | ||||||||||
| Payments for drydocking and special survey costs deferred | (21,553 | ) | (16,159 | ) | ||||||||
| Gain on sale of vessels | (1,639 | ) | - | |||||||||
| Loss/(gain) on debt extinguishment | 2,254 | (22,939 | ) | |||||||||
| Equity loss on investments | 3,852 | - | ||||||||||
| Prior service cost and periodic cost | 1,106 | - | ||||||||||
| Stock based compensation | - | 373 | ||||||||||
| Amortization of deferred realized losses on interest rate swaps | 2,709 | 2,709 | ||||||||||
| (Increase)/Decrease in | ||||||||||||
| Accounts receivable | (1,716 | ) | 1,986 | |||||||||
| Inventories | (732 | ) | (3,281 | ) | ||||||||
| Prepaid expenses | (96 | ) | (367 | ) | ||||||||
| Due from related parties | (7,726 | ) | (9,737 | ) | ||||||||
| Other assets, current and non-current | (2,870 | ) | (40,168 | ) | ||||||||
| Increase/(Decrease) in | ||||||||||||
| Accounts payable | (4,265 | ) | (449 | ) | ||||||||
| Accrued liabilities | (3,540 | ) | (208 | ) | ||||||||
| Unearned revenue, current and long-term | (58,203 | ) | 189,994 | |||||||||
| Other liabilities, current and long-term | (544 | ) | 31,219 | |||||||||
| Net Cash provided by Operating Activities | 430,112 | 789,244 | ||||||||||
| Cash Flows from Investing Activities | ||||||||||||
| Vessels additions and advances | (128,058 | ) | (95,134 | ) | ||||||||
| Proceeds/Advances from sale of vessels | 3,914 | 13,000 | ||||||||||
| Proceeds from sale of investments | - | 246,638 | ||||||||||
| Investments in affiliates/marketable securities | (74,407 | ) | - | |||||||||
| Net Cash provided by/(used in) Investing Activities | (198,551 | ) | 164,504 | |||||||||
| Cash Flows from Financing Activities | ||||||||||||
| Proceeds from long-term debt | - | 127,725 | ||||||||||
| Payments of long-term debt | (20,625 | ) | (401,000 | ) | ||||||||
| Payments of leaseback obligation | (72,925 | ) | (146,866 | ) | ||||||||
| Dividends paid | (45,163 | ) | (46,298 | ) | ||||||||
| Repurchase of common stock | (52,334 | ) | (28,553 | ) | ||||||||
| Payments of accumulated accrued interest | - | (3,373 | ) | |||||||||
| Finance costs | (1,892 | ) | (15,796 | ) | ||||||||
| Net Cash used in Financing Activities | (192,939 | ) | (514,161 | ) | ||||||||
| Net Increase in cash, cash equivalents and restricted cash | 38,622 | 439,587 | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 15 | 267,668 | 129,756 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | 15 | $ | 306,290 | $ | 569,343 | |||||||
| Supplemental information: Cash paid for interest, net of amounts capitalized | 20,564 | 44,029 | ||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-6
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 | Basis of Presentation and General Information |
The accompanying condensed consolidated financial statements (unaudited) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The reporting and functional currency of Danaos Corporation and its subsidiaries (“Danaos” or the “Company”), is the United States Dollar.
Danaos Corporation, formerly Danaos Holdings Limited, was formed on December 7, 1998 under the laws of Liberia and is presently the sole owner of all outstanding shares of the companies listed below. Danaos Holdings Limited was redomiciled in the Marshall Islands on October 7, 2005. In connection with the redomiciliation, the Company changed its name to Danaos Corporation. On October 14, 2005, the Company filed and the Marshall Islands accepted Amended and Restated Articles of Incorporation. The authorized capital stock of Danaos Corporation is 750,000,000 shares of common stock with a par value of $0.01 and 100,000,000 shares of preferred stock with a par value of $0.01. Refer to Note 11, “Stockholders’ Equity”. The Company’s principal business is the acquisition and operation of vessels. Danaos conducts its operations through the vessel owning companies whose principal activity is the ownership and operation of containerships and drybulk vessels that are under the exclusive management of a related party of the Company.
In the opinion of management, the accompanying condensed consolidated financial statements (unaudited) of Danaos and subsidiaries contain all adjustments necessary to state fairly, in all material respects, the Company’s condensed consolidated financial position as of September 30, 2023, the condensed consolidated results of operations for the three and nine months ended September 30, 2023 and 2022 and the condensed consolidated cash flows for the nine months ended September 30, 2023 and 2022. All such adjustments are deemed to be of a normal, recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Danaos’ Annual Report on Form 20-F for the year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full year. The year-end condensed consolidated balance sheet data was derived from annual financial statements. These condensed consolidated financial statements do not include all disclosures required by accounting principles generally accepted in the United States of America.
The condensed consolidated financial statements (unaudited) have been prepared to reflect the consolidation of the companies listed below. The historical balance sheets and results of operations of the companies listed below have been reflected in the condensed consolidated balance sheets and condensed consolidated statements of income, comprehensive income, cash flows and stockholders’ equity at and for each period since their respective incorporation dates.
F-7
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 1 | Basis of Presentation and General Information (Continued) |
As of September 30, 2023, Danaos included the following vessel owning companies (the “Danaos Subsidiaries”):
Container vessels
| Company | Date of Incorporation | Vessel Name | Year Built | TEU(1) | ||||
| Megacarrier (No. 1) Corp. | September 10, 2007 | Hyundai Honour | 2012 | 13,100 | ||||
| Megacarrier (No. 2) Corp. | September 10, 2007 | Hyundai Respect | 2012 | 13,100 | ||||
| Megacarrier (No. 3) Corp. | September 10, 2007 | Hyundai Smart | 2012 | 13,100 | ||||
| Megacarrier (No. 4) Corp. | September 10, 2007 | Hyundai Speed | 2012 | 13,100 | ||||
| Megacarrier (No. 5) Corp. | September 10, 2007 | Hyundai Ambition | 2012 | 13,100 | ||||
| CellContainer (No. 6) Corp. | October 31, 2007 | Express Berlin | 2011 | 10,100 | ||||
| CellContainer (No. 7) Corp. | October 31, 2007 | Express Rome | 2011 | 10,100 | ||||
| CellContainer (No. 8) Corp. | October 31, 2007 | Express Athens | 2011 | 10,100 | ||||
| Karlita Shipping Co. Ltd. | February 27, 2003 | Pusan C | 2006 | 9,580 | ||||
| Ramona Marine Co. Ltd. | February 27, 2003 | Le Havre | 2006 | 9,580 | ||||
| Oceancarrier (No. 2) Corp. | October 15, 2020 | Bremen | 2009 | 9,012 | ||||
| Oceancarrier (No. 3) Corp. | October 15, 2020 | C Hamburg | 2009 | 9,012 | ||||
| Blackwell Seaways Inc. | January 9, 2020 | Niledutch Lion | 2008 | 8,626 | ||||
| Oceancarrier (No. 1) Corp. | February 19, 2020 | Kota Manzanillo | 2005 | 8,533 | ||||
| Springer Shipping Co. | April 29, 2019 | Belita | 2006 | 8,533 | ||||
| Teucarrier (No. 5) Corp. | September 17, 2007 | CMA CGM Melisande | 2012 | 8,530 | ||||
| Teucarrier (No. 1) Corp. | January 31, 2007 | CMA CGM Attila | 2011 | 8,530 | ||||
| Teucarrier (No. 2) Corp. | January 31, 2007 | CMA CGM Tancredi | 2011 | 8,530 | ||||
| Teucarrier (No. 3) Corp. | January 31, 2007 | CMA CGM Bianca | 2011 | 8,530 | ||||
| Teucarrier (No. 4) Corp. | January 31, 2007 | CMA CGM Samson | 2011 | 8,530 | ||||
| Oceanew Shipping Ltd. | January 14, 2002 | Europe | 2004 | 8,468 | ||||
| Oceanprize Navigation Ltd. | January 21, 2003 | America | 2004 | 8,468 | ||||
| Rewarding International Shipping Inc. | October 1, 2019 | Kota Santos | 2005 | 8,463 | ||||
| Boxcarrier (No. 2) Corp. | June 27, 2006 | CMA CGM Musset | 2010 | 6,500 | ||||
| Boxcarrier (No. 3) Corp. | June 27, 2006 | CMA CGM Nerval | 2010 | 6,500 | ||||
| Boxcarrier (No. 4) Corp. | June 27, 2006 | CMA CGM Rabelais | 2010 | 6,500 | ||||
| Boxcarrier (No. 5) Corp. | June 27, 2006 | Racine (ex CMA CGM Racine) | 2010 | 6,500 | ||||
| Boxcarrier (No. 1) Corp. | June 27, 2006 | CMA CGM Moliere | 2009 | 6,500 | ||||
| Expresscarrier (No. 1) Corp. | March 5, 2007 | YM Mandate | 2010 | 6,500 | ||||
| Expresscarrier (No. 2) Corp. | March 5, 2007 | YM Maturity | 2010 | 6,500 | ||||
| Kingsland International Shipping Limited | June 26, 2015 | Catherine C (2) | 2001 | 6,422 | ||||
| Leo Shipping and Trading S.A. | October 29, 2015 | Leo C (2) | 2002 | 6,422 | ||||
| Actaea Company Limited | October 14, 2014 | Zim Savannah | 2002 | 6,402 | ||||
| Asteria Shipping Company Limited | October 14, 2014 | Dimitra C | 2002 | 6,402 | ||||
| Averto Shipping S.A. | June 12, 2015 | Suez Canal | 2002 | 5,610 | ||||
| Sinoi Marine Ltd. | June 12, 2015 | Kota Lima | 2002 | 5,544 | ||||
| Oceancarrier (No. 4) Corp. | July 6, 2021 | Wide Alpha | 2014 | 5,466 | ||||
| Oceancarrier (No. 5) Corp. | July 6, 2021 | Stephanie C | 2014 | 5,466 | ||||
| Oceancarrier (No. 6) Corp. | July 6, 2021 | Maersk Euphrates | 2014 | 5,466 | ||||
| Oceancarrier (No. 7) Corp. | July 6, 2021 | Wide Hotel | 2015 | 5,466 | ||||
| Oceancarrier (No. 8) Corp. | July 6, 2021 | Wide India | 2015 | 5,466 | ||||
| Oceancarrier (No. 9) Corp. | July 6, 2021 | Wide Juliet | 2015 | 5,466 | ||||
| Continent Marine Inc. | March 22, 2006 | Zim Monaco | 2009 | 4,253 | ||||
| Medsea Marine Inc. | May 8, 2006 | Dalian | 2009 | 4,253 | ||||
| Blacksea Marine Inc. | May 8, 2006 | Zim Luanda | 2009 | 4,253 | ||||
| Bayview Shipping Inc. | March 22, 2006 | Rio Grande | 2008 | 4,253 | ||||
| Channelview Marine Inc. | March 22, 2006 | Merve A (ex Zim Sao Paolo) | 2008 | 4,253 | ||||
| Balticsea Marine Inc. | March 22, 2006 | Kingston (ex Zim Kingston) | 2008 | 4,253 | ||||
| Seacarriers Services Inc. | June 28, 2005 | Seattle C | 2007 | 4,253 | ||||
| Seacarriers Lines Inc. | June 28, 2005 | Vancouver | 2007 | 4,253 | ||||
| Containers Services Inc. | May 30, 2002 | Tongala | 2004 | 4,253 | ||||
| Containers Lines Inc. | May 30, 2002 | Derby D | 2004 | 4,253 |
F-8
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 1 | Basis of Presentation and General Information (Continued) |
| Company | Date of Incorporation | Vessel Name | Year Built | TEU(1) | ||||
| Boulevard Shiptrade S.A | September 12, 2013 | Dimitris C | 2001 | 3,430 | ||||
| CellContainer (No. 4) Corp. | March 23, 2007 | Express Spain | 2011 | 3,400 | ||||
| CellContainer (No. 5) Corp. | March 23, 2007 | Express Black Sea | 2011 | 3,400 | ||||
| CellContainer (No. 1) Corp. | March 23, 2007 | Express Argentina | 2010 | 3,400 | ||||
| CellContainer (No. 2) Corp. | March 23, 2007 | Express Brazil | 2010 | 3,400 | ||||
| CellContainer (No. 3) Corp. | March 23, 2007 | Express France | 2010 | 3,400 | ||||
| Wellington Marine Inc. | January 27, 2005 | Singapore | 2004 | 3,314 | ||||
| Auckland Marine Inc. | January 27, 2005 | Colombo | 2004 | 3,314 | ||||
| Vilos Navigation Company Ltd. | May 30, 2013 | Zebra | 2001 | 2,602 | ||||
| Trindade Maritime Company | April 10, 2013 | Amalia C (3) | 1998 | 2,452 | ||||
| Sarond Shipping Inc. | January 18, 2013 | Artotina | 2001 | 2,524 | ||||
| Speedcarrier (No. 7) Corp. | December 6, 2007 | Highway | 1998 | 2,200 | ||||
| Speedcarrier (No. 6) Corp. | December 6, 2007 | Progress C | 1998 | 2,200 | ||||
| Speedcarrier (No. 8) Corp. | December 6, 2007 | Bridge | 1998 | 2,200 | ||||
| Speedcarrier (No. 1) Corp. | June 28, 2007 | Phoenix D | 1997 | 2,200 | ||||
| Speedcarrier (No. 2) Corp. | June 28, 2007 | Advance | 1997 | 2,200 | ||||
| Speedcarrier (No. 3) Corp. | June 28, 2007 | Stride | 1997 | 2,200 | ||||
| Speedcarrier (No. 5) Corp. | June 28, 2007 | Future | 1997 | 2,200 | ||||
| Speedcarrier (No. 4) Corp. | June 28, 2007 | Sprinter | 1997 | 2,200 | ||||
| Container vessels under construction | ||||||||
| Boxsail (No. 1) Corp. | March 4, 2022 | Hull No. C7100-7 | 2024 | 7,165 | ||||
| Boxsail (No. 2) Corp. | March 4, 2022 | Hull No. C7100-8 | 2024 | 7,165 | ||||
| Teushipper (No. 1) Corp. | March 14, 2022 | Hull No. HN4009 | 2024 | 8,010 | ||||
| Teushipper (No. 2) Corp. | March 14, 2022 | Hull No. HN4010 | 2024 | 8,010 | ||||
| Teushipper (No. 3) Corp. | March 14, 2022 | Hull No. HN4011 | 2024 | 8,010 | ||||
| Teushipper (No. 4) Corp. | March 14, 2022 | Hull No. HN4012 | 2024 | 8,010 | ||||
| Boxsail (No. 3) Corp. | March 4, 2022 | Hull No. CV5900-07 | 2024 | 6,014 | ||||
| Boxsail (No. 4) Corp. | March 4, 2022 | Hull No. CV5900-08 | 2025 | 6,014 | ||||
| Boxline (No. 1) Corp. | June 7, 2023 | Hull No. YZJ2023-1556 | 2026 | 8,258 | ||||
| Boxline (No. 2) Corp. | June 7, 2023 | Hull No. YZJ2023-1557 | 2026 | 8,258 |
| (1) | Twenty-feet equivalent unit, the international standard measure for containers and containership capacity. |
| (2) | The Company completed the sale of the Catherine C and the Leo C in November 2022. |
| (3) | The Company held the Amalia C for sale as of December 31, 2022 and completed the sale in January 2023. |
Drybulk vessels
| Company | Date of Incorporation | Vessel Name | Year Built | DWT(4) | ||||
| Bulk No. 1 Corp. | July 14, 2023 | Integrity (5) | 2010 | 175,996 | ||||
| Bulk No. 2 Corp. | July 14, 2023 | Bulk Achievement (6) | 2011 | 175,850 | ||||
| Bulk No. 3 Corp. | July 14, 2023 | Bulk Ingenuity (5) | 2011 | 176,022 | ||||
| Bulk No. 4 Corp. | July 14, 2023 | Bulk Genius (5) | 2012 | 175,580 | ||||
| Bulk No. 5 Corp. | July 14, 2023 | Peace | 2010 | 175,858 | ||||
| Bulk No. 6 Corp. | September 15, 2023 | West Trader (6) | 2009 | 175,879 | ||||
| Bulk No. 7 Corp. | September 25, 2023 | East Trader (6) | 2009 | 175,886 |
| (4) | DWT, dead weight tons, the international standard measure for drybulk vessels capacity. |
| (5) | The vessels were delivered to the Company in October and November 2023. |
| (6) | The vessels are expected to be delivered to the Company between November and December 2023. |
Impact of the wars in Ukraine and Gaza on the Company’s Business
As disclosed in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 9, 2023, the current conflict between Russia and Ukraine, and related sanctions imposed by the U.S., EU and others, adversely affect the crewing operations of the Company’s Manager, which has crewing offices in St. Petersburg, Odessa and Mariupol (damaged by the war), and trade patterns involving ports in the Black Sea or Russia, and as well as impacting world energy supply and creating uncertainties in the global economy, which in turn impact containership and drybulk demand. The extent of the impact will depend largely on future developments.
F-9
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 1 | Basis of Presentation and General Information (Continued) |
The war between Israel and Hamas in the Gaza Strip has not affected the Company’s business to date; however, an escalation of this conflict could have reverberations on the regional and global economies that could have the potential to adversely affect demand for containership cargoes and the Company’s business.
| 2 | Significant Accounting Policies |
For a detailed discussion about the Company’s significant accounting policies, see Note 2 “Significant Accounting Policies” in the Company’s consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 9, 2023. During the nine months ended September 30, 2023, there were no significant changes made to the Company’s significant accounting policies.
| 3 | Investments in Affiliates |
In March 2023, the Company invested $4.3 million in the common shares of a newly established company Carbon Termination Technologies Corporation (“CTTC”), incorporated in the Republic of the Marshall Islands, which represents the Company’s 49% ownership interest. CTTC currently engages in research and development of decarbonization technologies for the shipping industry. Equity method of accounting is used for this investment. The Company’s share of CTTC’s initial expenses amounted to $3.9 million and is presented under “Equity loss on investments” in the condensed consolidated statement of income in the nine months ended September 30, 2023.
| 4 | Fixed Assets, net & Advances for Vessels Acquisition and Vessels under Construction |
In July 2023, the Company reached an agreement to acquire 5 Capesize bulk carriers built in 2010 through 2012 that aggregate to 879,306 DWT for a total of $103.0 million. One of these vessels was delivered to the Company on September 26, 2023, three vessels in October 2023 and the remaining one is expected to be delivered in November 2023. Additionally, in September 2023, the Company entered into agreements to acquire 2 Capesize bulk carriers built in 2009 that aggregate to 351,765 DWT for a total of $36.6 million. These 2 vessels are expected to be delivered to the Company between November and December 2023. The remaining aggregate contractual commitments under these vessel acquisition agreements amounted to $110.9 million (including commissions) as of September 30, 2023. The estimated useful life of Capesize bulk carriers is 25 years from the year built.
On April 1, 2022, the Company entered into contracts, as amended on April 21, 2022, for the construction of four 8,000 TEU container vessels with expected vessels delivery in 2024. On March 11, 2022, the Company entered into contracts for the construction of two 7,100 TEU container vessels with expected vessels delivery in 2024. On April 28, 2023, the Company entered into contracts for the construction of two 6,000 TEU container vessels with expected vessels delivery in 2024 and 2025. On June 20, 2023, the Company entered into contracts for the construction of two 8,200 TEU container vessels with expected vessels delivery in 2026. The aggregate purchase price of the vessel construction contracts amounts to $834.9 million. The remaining contractual commitments under 10 vessel construction contracts are analyzed as follows as of September 30, 2023 (in thousands):
| Payments due by period ended | ||||
| September 30, 2024 | $ | 345,903 | ||
| September 30, 2025 | 108,336 | |||
| September 30, 2026 | 75,360 | |||
| December 31, 2026 | 47,100 | |||
| Total contractual commitments | $ | 576,699 | ||
Additionally, a supervision fee of $850 thousand per newbuilding vessel(as amended on November 10, 2023 – refer to Note 16, “Subsequent Events”) will be payable to Danaos Shipping Company Limited (the “Manager”) over the construction period. Supervision fees totaling $1.1 million were charged by the Manager and capitalized to the vessels under construction in the nine months ended September 30, 2023. Interest expense amounting to $5.0 million was capitalized to the vessels under construction in the year ended December 31, 2022 and $12.0 million in the nine months ended September 30, 2023.
F-10
| 4 | Fixed Assets, net & Advances for Vessels Acquisition and Vessels under Construction (Continued) |
On December 23, 2022, the Company entered into an agreement to sell the vessel Amalia C for an aggregate gross consideration of $5.1 million, which was delivered to its buyers in January 2023 resulting in a $1.6 million gain separately presented under “Gain on sale of vessels” in the condensed consolidated statement of income. The vessel was presented as held for sale under “Other current assets” and a $1.0 million advance payment received for sale of the vessel was presented under “Other current liabilities” as of December 31, 2022. On January 17, 2022, the Company entered into agreement to sell its vessels Catherine C and Leo C for aggregate gross consideration of $130.0 million, out of which $13.0 million were advanced by the buyers in January 2022. The vessels were delivered to their buyers in November 2022 resulting in a $37.2 million gain.
The Company assumed time charter liabilities related to its acquisition of vessels in the second half of 2021. The amortization of these assumed time charters amounted to $16.8 million and $46.3 million in the nine months ended September 30, 2023 and September 30, 2022, respectively and is presented under “Operating revenues” in the condensed consolidated statement of income. The remaining unamortized amount of $9.0 million is presented under “Unearned revenue, current portion” in the condensed consolidated balance sheet as of September 30, 2023 and is expected to be amortized into “Operating revenues” in the next 12 months.
The residual value (estimated scrap value at the end of the vessels’ useful lives) of the fleet was estimated at $492.3 million and $487.3 million as of September 30, 2023 and as of December 31, 2022, respectively. The Company has calculated the residual value of the vessels taking into consideration the 10 year average and the 5 year average of the scrap prices. The Company has applied uniformly the scrap value of $300 per ton for all vessels. The Company believes that $300 per ton is a reasonable estimate of future scrap prices, taking into consideration the cyclicality of the nature of future demand for scrap steel. Although the Company believes that the assumptions used to determine the scrap rate are reasonable and appropriate, such assumptions are highly subjective, in part, because of the cyclical nature of future demand for scrap steel.
On May 12, 2020, the Company refinanced the existing leaseback obligation related to the vessels Hyundai Honour and Hyundai Respect with a new sale and leaseback arrangement with Oriental Fleet International Company Limited (“Oriental Fleet”) amounting to $139.1 million with a four years term, at the end of which the Company would reacquire these vessels. This arrangement did not qualify for a sale of the vessels and the net proceeds were recognized as a financial leaseback liability. In January 2023, the Company gave early termination notice to Oriental Fleet and fully repaid its outstanding leaseback obligation related to these two vessels on May 12, 2023. The early termination resulted in a loss of $2.3 million, which is presented under “Loss on debt extinguishment” in the consolidated statement of income.
5 Deferred Charges, net
Deferred charges, net consisted of the following (in thousands):
| Drydocking and Special Survey Costs | ||||
| As of January 1, 2022 | $ | 11,801 | ||
| Additions | 29,939 | |||
| Write-off | (4,016 | ) | ||
| Amortization | (12,170 | ) | ||
| As of December 31, 2022 | 25,554 | |||
| Additions | 21,553 | |||
| Amortization | (13,109 | ) | ||
| As of September 30, 2023 | $ | 33,998 | ||
F-11
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 5 | Deferred Charges, net (Continued) |
The Company follows the deferral method of accounting for drydocking and special survey costs in accordance with accounting for planned major maintenance activities, whereby actual costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled survey, which is two and a half years. If special survey or drydocking is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Furthermore, when a vessel is drydocked for more than one reporting period, the respective costs are identified and recorded in the period in which they were incurred and not at the conclusion of the drydocking.
| 6 | Other Current and Non-current Assets |
Other current and non-current assets consisted of the following (in thousands):
| As of | As of | |||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Straight-lining of revenue | $ | 39,764 | $ | 22,007 | ||||
| Marketable securities | 65,267 | - | ||||||
| Claims receivable | 12,168 | 15,169 | ||||||
| Vessel held for sale | - | 3,297 | ||||||
| Other assets | 7,390 | 7,332 | ||||||
| Total current assets | $ | 124,589 | $ | 47,805 | ||||
| Straight-lining of revenue | $ | 70,887 | $ | 83,873 | ||||
| Other non-current assets | 8,339 | 6,050 | ||||||
| Total non-current assets | $ | 79,226 | $ | 89,923 | ||||
In June 2023, the Company acquired marketable securities of Eagle Bulk Shipping Inc. consisting of 1,552,865 shares of common stock for $68.2 million (out of which $24.4 million from Virage International Ltd., a related company). As of September 30, 2023, these marketable securities were fair valued at $65.3 million and the Company recognized a $2.9 million loss on these marketable securities reflected under “Loss on investments” in the condensed consolidated statement of income. Additionally, the Company recognized dividend income on these shares amounting to $0.9 million in the three months ended September 30, 2023.
The Company’s shareholding interest in ZIM of 7,186,950 ordinary shares was fair valued at $423.0 million and presented under “Other current assets” in the condensed consolidated balance sheet as of December 31, 2021, based on the closing price of ZIM ordinary shares on the NYSE on that date. In April 2022, the Company sold 1,500,000 ordinary shares of ZIM resulting in net proceeds of $85.3 million. All the remaining shareholding interest of 5,686,950 ordinary shares were sold for $161.3 million in September 2022. For the nine months ended September 30, 2022, the Company recognized $176.4 million loss on these shares compared to none in the nine months ended September 30, 2023. This loss is reflected under “Loss on investments” in the condensed consolidated statement of income. Additionally, the Company recognized dividend income on these shares amounting to $165.4 million in the nine months ended September 30, 2022 gross of withholding taxes compared to none in the nine months ended September 30, 2023. Withholding taxes amounting to $18.3 million were recognized on dividend income under “Income taxes” in the condensed consolidated statement of income in the nine months ended September 30, 2022.
F-12
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 7 | Accrued Liabilities |
Accrued liabilities consisted of the following (in thousands):
| As of | As of | |||||||
| September 30, 2023 | December 31, 2022 | |||||||
| Accrued interest | $ | 2,736 | $ | 8,267 | ||||
| Accrued drydocking expenses | 2,601 | 2,332 | ||||||
| Accrued expenses | 11,345 | 10,763 | ||||||
| Total | $ | 16,682 | $ | 21,362 | ||||
Accrued expenses mainly consisted of accruals related to the operation of the Company’s fleet as of September 30, 2023 and December 31, 2022.
| 8 | Long-Term Debt, net |
Long-term debt, net consisted of the following (in thousands):
| Credit Facility | Balance as of September 30, 2023 | Balance as of December 31, 2022 | ||||||
| BNP Paribas/Credit Agricole $130 mil. Facility | $ | 105,000 | $ | 120,000 | ||||
| Alpha Bank $55.25 mil. Facility | 49,625 | 55,250 | ||||||
| Citibank $382.5 mil. Revolving Credit Facility | – | – | ||||||
| Senior unsecured notes | 262,766 | 262,766 | ||||||
| Total long-term debt | $ | 417,391 | $ | 438,016 | ||||
| Less: Deferred finance costs, net | (6,769 | ) | (8,076 | ) | ||||
| Less: Current portion | (24,400 | ) | (27,500 | ) | ||||
| Total long-term debt net of current portion and deferred finance cost | $ | 386,222 | $ | 402,440 | ||||
In June 2022, the Company drew down $130.0 million of senior secured term loan facility from BNP Paribas and Credit Agricole, which is secured by six 5,466 TEU sister vessels acquired in 2021. This facility is repayable in eight quarterly instalments of $5.0 million, twelve quarterly instalments of $1.9 million together with a balloon payment of $67.2 million payable over five-year term. The facility bears interest at SOFR plus a margin of 2.16% as adjusted by the sustainability margin adjustment.
In the three months ended June 30, 2022, the Company early extinguished certain loan facilities resulting in a total gain on debt extinguishment of $22.9 million, which is separately presented in the consolidated statement of income. In December 2022, the Company early extinguished the remaining $437.75 million of the Citibank/Natwest $815 mil. Facility and replaced it with Citibank of up to $382.5 mil. Revolving Credit Facility, out of which nil is drawn down as of September 30, 2023 and with Alpha Bank $55.25 mil. Facility, which was drawn down in full. Citibank $382.5 mil. Revolving Credit Facility is reducing and repayable over 5 years in 20 quarterly reductions of $11.25 million each together with a final reduction of $157.5 million at maturity in December 2027. This facility bears interest at SOFR plus a margin of 2.0% and commitment fee of 0.8% on any undrawn amount and is secured by sixteen of the Company’s vessels. Alpha Bank $55.25 mil. Facility is repayable over 5 years with 20 consecutive quarterly instalments of $1.875 million each, together with a balloon payment of $17.75 million at maturity in December 2027. This facility bears interest at SOFR plus a margin of 2.3% and is secured by two of the Company’s vessels.
F-13
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 8 | Long-Term Debt, net (Continued) |
The Company incurred interest expense amounting to $27.1 million (including interest on leaseback obligations), out of which $12.0 million was capitalized in the nine months ended September 30, 2023 compared to $41.8 million of interest expense incurred (including interest on leaseback obligations), out of which $2.0 million was capitalized in the nine months ended September 30, 2022. As of September 30, 2023, there was a $348.75 million remaining borrowing availability under the Company’s Citibank $382.5 mil. Revolving Credit Facility. Twenty-four of the Company’s vessels having a net carrying value of $1,540.4 million as of September 30, 2023, were subject to first preferred mortgages as collateral to the Company’s credit facilities other than its senior unsecured notes.
On February 11, 2021, the Company issued in a private placement, $300.0 million aggregate principal amount of senior unsecured notes, which bear interest at a fixed rate of 8.50% per annum and mature on March 1, 2028. At any time on or after March 1, 2024, March 1, 2025 and March 1, 2026 the Company may elect to redeem all or any portion of the notes, respectively, at a price equal to 104.25%, 102.125% and 100%, respectively, of the principal amount being redeemed. Prior to March 1, 2024 the Company may redeem up to 35% of the aggregate principal of the notes from equity offering proceeds at a price equal to 108.50% within 90 days after the equity offering closing. In December 2022, the Company repurchased $37.2 million aggregate principal amount of its unsecured senior notes in a privately negotiated transaction. Interest payments on the notes are payable semi-annually commencing on September 1, 2021. $9.0 million of bond issuance costs were deferred over the life of the bond and recognized through the effective interest method.
The scheduled debt maturities of long-term debt subsequent to September 30, 2023 are as follows (in thousands):
| Payments due by period ended | Principal repayments | |||
| September 30, 2024 | $ | 24,400 | ||
| September 30, 2025 | 15,100 | |||
| September 30, 2026 | 15,100 | |||
| September 30, 2027 | 80,400 | |||
| March 2028 | 282,391 | |||
| Total long-term debt | $ | 417,391 | ||
Alpha Bank $55.25 mil. Facility and Citibank $382.5 mil. Revolving Credit Facility contain a requirement to maintain minimum fair market value of collateral vessels to loan value coverage of 120% and the BNP Paribas/Credit Agricole $130 mil. Facility of 125%. Additionally, these facilities require to maintain the following financial covenants:
| (i) | minimum liquidity of $30.0 million; | |
| (ii) | maximum consolidated debt (less cash and cash equivalents) to consolidated EBITDA ratio of 6.5x; and | |
| (iii) | minimum consolidated EBITDA to net interest expense ratio of 2.5x. |
Each of the credit facilities except for senior unsecured notes are collateralized by first preferred mortgages over the vessels financed, general assignment of all hire freights, income and earnings, the assignment of their insurance policies, as well as any proceeds from the sale of mortgaged vessels, stock pledges and benefits from corporate guarantees. The Company was in compliance with the financial covenants contained in the credit facilities agreements as of September 30, 2023 and December 31, 2022.
F-14
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 9 | Financial Instruments |
The following is a summary of the Company’s risk management strategies and the effect of these strategies on the Company’s condensed consolidated financial statements.
Interest Rate Risk: Interest rate risk arises on bank borrowings. The Company monitors the interest rate on borrowings closely to ensure that the borrowings are maintained at favorable rates.
Concentration of Credit Risk: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents and trade accounts receivable. The Company places its temporary cash investments, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company is exposed to credit risk in the event of non-performance by counterparties, however, the Company limits this exposure by diversifying among counterparties with high credit ratings. The Company depends upon a limited number of customers for a large part of its revenues. Credit risk with respect to trade accounts receivable is generally managed by the selection of customers among the major liner companies in the world and their dispersion across many geographic areas.
Fair Value: The carrying amounts reflected in the accompanying consolidated balance sheets of financial assets and liabilities (excluding long-term bank loans and certain other non-current assets) approximate their respective fair values due to the short maturity of these instruments. The fair values of long-term floating rate bank loans approximate the recorded values, generally due to their variable interest rates. The fair value of senior unsecured notes is measured based on quoted market prices. The fair value of marketable securities is measured based on the closing price of the securities on the NYSE.
a. Interest Rate Swap Hedges
The Company currently has no outstanding interest rate swaps agreements. However, in the past years, the Company entered into interest rate swap agreements with its lenders in order to manage its floating rate exposure. Certain variable-rate interests on specific borrowings were associated with vessels under construction and were capitalized as a cost of the specific vessels. In accordance with the accounting guidance on derivatives and hedging, the amounts related to realized gains or losses on cash flow hedges that have been entered into and qualified for hedge accounting, in order to hedge the variability of that interest, were recognized in accumulated other comprehensive loss and are reclassified into earnings over the depreciable life of the constructed asset, since that depreciable life coincides with the amortization period for the capitalized interest cost on the debt. An amount of $2.7 million was reclassified into earnings for the nine months ended September 30, 2023 and 2022, representing its amortization over the depreciable life of the vessels. An amount of $3.6 million is expected to be reclassified into earnings within the next 12 months.
b. Fair Value of Financial Instruments
The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy.
Level I: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation of these items does not entail a significant amount of judgment.
Level II: Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III: Inputs that are unobservable. The Company did not use any Level 3 inputs as of September 30, 2023 and December 31, 2022.
F-15
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 9 | Financial Instruments (Continued) |
The estimated fair values of the Company’s financial instruments are as follows:
| As of September 30, 2023 | As of December 31, 2022 | |||||||||||||||
| Book Value | Fair Value | Book Value | Fair Value | |||||||||||||
| (in thousands of $) | ||||||||||||||||
| Cash and cash equivalents | $ | 306,290 | $ | 306,290 | $ | 267,668 | $ | 267,668 | ||||||||
| Marketable securities | $ | 65,267 | $ | 65,267 | $ | — | $ | — | ||||||||
| Secured long-term debt, including current portion(1) | $ | 154,625 | $ | 154,625 | $ | 175,250 | $ | 175,250 | ||||||||
| Unsecured long-term debt(1) | $ | 262,766 | $ | 266,707 | $ | 262,766 | $ | 255,868 | ||||||||
The estimated fair value of the financial instruments that are measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows as of September 30, 2023:
| Fair Value Measurements as of September 30, 2023 | ||||||||||||||||
| Total | (Level I) | (Level II) | (Level III) | |||||||||||||
| (in thousands of $) | ||||||||||||||||
| Marketable securities | $ | 65,267 | $ | 65,267 | $ | — | $ | — | ||||||||
The estimated fair value of the financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows as of September 30, 2023:
| Fair Value Measurements as of September 30, 2023 | ||||||||||||||||
| Total | (Level I) | (Level II) | (Level III) | |||||||||||||
| (in thousands of $) | ||||||||||||||||
| Cash and cash equivalents | $ | 306,290 | $ | 306,290 | $ | — | $ | — | ||||||||
| Secured long-term debt, including current portion(1) | $ | 154,625 | $ | — | $ | 154,625 | $ | — | ||||||||
| Unsecured long-term debt(1) | $ | 266,707 | $ | 266,707 | $ | — | $ | — | ||||||||
The estimated fair value of the financial instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows as of December 31, 2022:
| Fair Value Measurements as of December 31, 2022 | ||||||||||||||||
| Total | (Level I) | (Level II) | (Level III) | |||||||||||||
| (in thousands of $) | ||||||||||||||||
| Cash and cash equivalents | $ | 267,668 | $ | 267,668 | $ | — | $ | — | ||||||||
| Secured long-term debt, including current portion(1) | $ | 175,250 | $ | — | $ | 175,250 | $ | — | ||||||||
| Unsecured long-term debt(1) | $ | 255,868 | $ | 255,868 | $ | — | $ | — | ||||||||
| (1) | Secured and unsecured long-term debt, including current portion is presented gross of deferred finance costs of $6.8 million and $8.1 million as of September 30, 2023 and December 31, 2022, respectively. The fair value of the Company’s secured debt is estimated based on currently available debt with similar contract terms, interest rate and remaining maturities. |
F-16
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 10 | Commitments and Contingencies |
There are no material legal proceedings to which the Company is a party or to which any of its properties are the subject, or other contingencies that the Company is aware of, other than routine litigation incidental to the Company’s business.
The Company has outstanding commitments under vessel construction contracts and contracts for the acquisition of secondhand drybulk vessels as of September 30, 2023, see the Note 4 “Fixed Assets, net & Advances for Vessels Acquisition and Vessels under Construction”.
| 11 | Stockholders’ Equity |
In the nine months ended September 30, 2023, the Company declared a dividend of $0.75 per share of common stock in February, May and August amounting to $45.2 million. In the nine months ended September 30, 2022, the Company declared a dividend of $0.75 per share of common stock in February, May and August amounting to $46.3 million. The Company issued 27 and 95 shares of common stock pursuant to its dividends reinvestment plan in the nine months ended September 30, 2023 and September 30, 2022, respectively.
In June 2022, the Company announced a share repurchase program of up to $100 million of the Company’s common stock. The Company had repurchased 466,955 shares of the Company’s common stock in the open market for $28.6 million until December 31, 2022. In the nine months ended September 30, 2023, the Company repurchased an additional 852,721 shares for $52.5 million, out of which 2,900 shares valued at $0.2 million remained unsettled as of September 30, 2023.
As of April 18, 2008, the Board of Directors and the Compensation Committee approved incentive compensation of the Manager’s employees with its shares from time to time, after specific for each such time, decision by the compensation committee and the Board of Directors in order to provide a means of compensation in the form of free shares to certain employees of the Manager of the Company’s common stock. The plan was effective as of December 31, 2008. Pursuant to the terms of the plan, employees of the Manager may receive (from time to time) shares of the Company’s common stock as additional compensation for their services offered during the preceding period. The total amount of stock to be granted to employees of the Manager will be at the Company’s Board of Directors’ discretion only and there will be no contractual obligation for any stock to be granted as part of the employees’ compensation package in future periods.
On March 16, 2021, the Company granted 40,000 shares to certain employees of the Manager, out of which 10,000 fully vested on the grant date, 1,050 were forfeited and 9,650 restricted shares vested on December 31, 2021. An additional 224 restricted shares were forfeited in the year ended December 31, 2022 and the remaining 19,076 restricted shares vested on December 31, 2022. On December 14, 2022, the Company granted 100,000 fully vested shares to executive officers. The fair value of shares granted was calculated based on the closing trading price of the Company’s shares at the grant date. Stock based compensation expenses of nil and $0.4 million were recognized under “General and administrative expenses” in the condensed consolidated statements of income in the nine months period ended September 30, 2023 and September 30, 2022, respectively. No restricted stock are issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.
The aggregate number of shares of common stock for which awards may be granted under the Plan shall not exceed 1,000,000 shares plus the number of unvested shares granted before August 2, 2019. The equity awards may be granted by the Company’s Compensation Committee or Board of Directors under its amended and restated 2006 equity compensation plan. Awards made under the Plan that have been forfeited, cancelled or have expired, will not be treated as having been granted for purposes of the preceding sentence.
F-17
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 11 | Stockholders’ Equity (Continued) |
The Company has also established the Directors Share Payment Plan under its 2006 equity compensation plan. The purpose of the plan is to provide a means of payment of all or a portion of compensation payable to directors of the Company in the form of Company’s Common Stock. The plan was effective as of April 18, 2008. Each member of the Board of Directors of the Company may participate in the plan. Pursuant to the terms of the plan, directors may elect to receive in Company’s common stock all or a portion of their compensation. Following December 31 of each year, the Company delivers to each Director the number of shares represented by the rights credited to their share payment account during the preceding calendar year. During the nine months ended September 30, 2023 and September 30, 2022, none of the directors elected to receive their compensation in Company shares.
| 12 | Lease Arrangements |
| Charters-out |
As of September 30, 2023, the Company generated operating revenues from its 68 container vessels on time charters or bareboat charter agreements, with remaining terms ranging from less than one year to June 2028. The Capesize drybulk vessel did not generate any operating revenues nor had any lease arrangements as of September 30, 2023. Under the terms of the charter party agreements, most charterers have options to extend the duration of contracts ranging from less than one year to three years after the expiration of the contract. The Company determines fair value of its vessels at the lease commencement date and at the end of lease term for lease classification with the assistance from valuations obtained by third party independent shipbrokers. The Company manages its risk associated with the residual value of its vessels after the expiration of the charter party agreements by seeking multi-year charter arrangements for its vessels.
In May 2022, the Company received $238.9 million of charter hire prepayment related to charter contracts for 15 of the Company’s vessels, representing partial prepayment of charter hire payable up to January 2027. This charter hire prepayment is recognized in revenue through the remaining period of each charter party agreement, in addition to the contracted future minimum payments reflected in the below table. The future minimum payments, expected to be received on non-cancellable time charters and bareboat charters classified as operating leases consisted of the following as of September 30, 2023 (in thousands):
| Remainder of 2023 | $ | 227,469 |
| 2024 | 820,996 | |
| 2025 | 627,777 | |
| 2026 | 447,044 | |
| 2027 | 275,867 | |
| 2028 | 35,354 | |
| Total future rentals | $ | 2,434,507 |
Rentals from time charters are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the future minimum rentals, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.
F-18
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 13 | Earnings per Share |
The following table sets forth the computation of basic and diluted earnings per share:
| Three months ended | ||||||||
| September 30, 2023 | September 30, 2022 | |||||||
| (in thousands) | ||||||||
| Numerator: | ||||||||
| Net income | $ | 133,156 | $ | 66,800 | ||||
| Denominator (number of shares in thousands): | ||||||||
| Basic weighted average common shares outstanding | 19,693 | 20,299 | ||||||
| Effect of dilutive securities: | ||||||||
| Diluted effect of non-vested shares | - | 19 | ||||||
| Diluted weighted average common shares outstanding | 19,693 | 20,318 | ||||||
| Nine months ended | ||||||||
| September 30, 2023 | September 30, 2022 | |||||||
| (in thousands) | ||||||||
| Numerator: | ||||||||
| Net income | $ | 426,378 | $ | 406,489 | ||||
| Denominator (number of shares in thousands): | ||||||||
| Basic weighted average common shares outstanding | 20,039 | 20,560 | ||||||
| Effect of dilutive securities: | ||||||||
| Diluted effect of non-vested shares | - | 19 | ||||||
| Diluted weighted average common shares outstanding | 20,039 | 20,579 | ||||||
| 14 | Related Party Transactions |
Management fees to the Manager amounted to $15.8 million and $16.5 million in the nine months ended September 30, 2023 and 2022, respectively, and are presented under “General and administrative expenses” in the condensed consolidated statements of income.
Commissions to the Manager amounted to $8.6 million and $11.6 million in the nine months ended September 30, 2023 and 2022, respectively and are presented under “Voyage expenses” in the condensed consolidated statements of income. Commission of 0.5% on the contract price of the vessel sold in January 2023 amounted to $25.6 thousand and is presented under “Gain on sale of vessels”. Commission of 0.5% on the contract price of a newly acquired vessel amounted to $0.1 million and was capitalized to the vessel cost in the nine months ended September 30, 2023. Additionally, supervision fees for vessels under construction totaling $1.1 million were charged by the Manager and capitalized to vessels under construction costs in the nine months ended September 30, 2023 and nil in 2022, respectively.
The balance “Due from related parties” in the condensed consolidated balance sheets totaling $41.7 million and $34.0 million as of September 30, 2023 and December 31, 2022, respectively, represents advances to the Manager on account of the vessels’ operating and other expenses. Advances related to a defined benefit executive retirement plan amounting to $6.8 million and presented under “Other current liabilities” as of December 31, 2022 were fully paid in the three months ended March 31, 2023. The remaining defined benefit obligation of $6.9 million and $6.4 million is presented under “Other long-term liabilities” as of September 30, 2023 and December 31, 2022, respectively. The Company recognized prior service cost and periodic cost of this defined benefit executive retirement plan amounting to $1.1 million and nil in the nine months ended September 30, 2023 and September 30, 2022, respectively. An amount of $0.1 million as of September 30, 2023 and December 31, 2022 was due to executive officers and is presented under “Accounts payable” in the condensed consolidated balance sheets.
F-19
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 15 | Cash, Cash Equivalents and Restricted Cash |
Cash, cash equivalents and restricted cash consisted of the following (in thousands):
| As of | As of | As of | As of | |||||||||||||
| September 30, 2023 | December 31, 2022 | September 30, 2022 | December 31, 2021 | |||||||||||||
| Cash and cash equivalents | $ | 306,290 | $ | 267,668 | $ | 556,343 | $ | 129,410 | ||||||||
| Restricted cash, current | - | - | 13,000 | 346 | ||||||||||||
| Total | $ | 306,290 | $ | 267,668 | $ | 569,343 | $ | 129,756 | ||||||||
The Company was required to maintain cash on retention account as collateral for the then upcoming scheduled debt payments related to the now repaid Eurobank $30 mil. Facility, which was recorded in restricted cash under current assets as of December 31, 2021. Additionally, the Company received an advance payment for sale of the vessels of $13.0 million, which was held on an escrow account under current assets as of September 30, 2022.
| 16 | Subsequent Events |
The Company has declared a dividend of $0.80 per share of common stock payable on December 6, 2023, to holders of record on November 27, 2023.
Subsequent to September 30, 2023, the Company repurchased 250,519 shares of its common stock in the open market for $16.3 million under its previously announced share repurchase program. Additional share repurchase program of up to $100 million was approved by the Company’s Board of Directors on November 10, 2023.
On November 10, 2023, the Company entered into an Amended and Restated Management Agreement with the Manager, extending the term from December 31, 2024 to December 31, 2025. Under the Amended and Restated Management Agreement the Company will pay to the Manager the following fees: (i) an annual management fee of $2,000,000, commencing in 2024, and 100,000 shares of the Company’s common stock, payable annually commencing in the fourth quarter of 2023, (ii) a daily vessel management fee of $475 for vessels on bareboat charter, pro-rated for the number of calendar days the Company owns each vessel, commencing in 2024, (iii) a daily vessel management fee of $950 for vessels on time charter, pro-rated for the number of calendar days the Company owns each vessel, (iv) a fee of 1.25% on all freight, charter hire, ballast bonus and demurrage for each vessel, commencing in 2024, (v) a fee of 1.0% based on the contract price of any vessel bought or sold by it on our behalf, including newbuilding contracts, and (vi) a flat fee of $850,000 per newbuilding vessel, which is capitalized to the newbuilding cost, for the on premises supervision of any newbuilding contracts by selected engineers and others of its staff.
F-20
Exhibit 99.2
DANAOS CORPORATION
- and -
DANAOS SHIPPING COMPANY LIMITED
AMENDED AND RESTATED MANAGEMENT AGREEMENT
INDEX
| Section | Page |
| 1. | INTERPRETATION | 2 |
| 2. | APPOINTMENT | 3 |
| 3. | THE OWNER’S GENERAL OBLIGATIONS | 3 |
| 4. | THE MANAGER’S GENERAL OBLIGATIONS | 4 |
| 5. | CREWING & TECHNICAL SERVICES | 7 |
| 6. | COMMERCIAL SERVICES | 11 |
| 7. | BUDGETS, CORPORATE PLANNING AND EXPENSES | 15 |
| 8. | LIABILITY AND INDEMNITY | 17 |
| 9. | RIGHTS OF THE MANAGER, RESTRICTIONS ON THE MANAGER’S AUTHORITY, AND NON-COMPETE PROVISIONS | 18 |
| 10. | AVAILABILITY OF OFFICERS | 19 |
| 11. | TERMINATION OF THIS AGREEMENT | 20 |
| 12. | SALE AND RIGHT OF FIRST REFUSAL | 22 |
| 13. | NOTICES | 23 |
| 14. | APPLICABLE LAW AND JURISDICTION | 23 |
| 15. | ARBITRATION | 24 |
| 16. | MISCELLANEOUS | 24 |
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made on November 10, 2023,
BY AND BETWEEN:
1. DANAOS CORPORATION, a company organized and existing under the laws of the Republic of the Marshall Islands (the “Owner”); and
2. DANAOS SHIPPING COMPANY LIMITED, a company organized and existing under the laws of the Republic of Cyprus (the “Manager”),
and shall be effective and supersede and replace the 2021 Management Agreement (as defined below), as of January 1, 2024, other than Section 5.3(d) which shall be effective as of the date hereof.
WHEREAS:
| (A) | The Owner has a number of wholly owned subsidiaries identified on Schedule A hereto, as such Schedule A may be amended from time to time (the “Shipowning Subsidiaries”), each of which owns either a containership or a drybulk carrier (the “Vessels”) and certain other direct and indirect subsidiaries identified on Schedule B hereto, as such Schedule B may be amended from time to time (together with the Shipowning Subsidiaries, the “Subsidiaries”). |
| (B) | The Manager has the benefit of expertise in the containerized cargo vessel industry and in technical and commercial management of containerships and drybulk carriers and administration of shipping companies generally. |
| (C) | The Owner and the Manager entered into a Management Agreement, made December 16, 2005 and effective July 1, 2005 which was amended on September 18, 2006, as further amended by Addendum No.1 thereto dated February 12, 2009, Addendum No.2 thereto dated February 8, 2010, Addendum No.3 dated December 16, 2011, Addendum No.4 dated December 31, 2012 and Addendum No.5 dated December 16, 2013 and amended and restated as of December 31, 2014, and as further amended and restated as of 1 May 2015 and as further amended and restated as of August 10, 2018 and as further amended on April 1, 2021 (hereinafter collectively referred to as the “2021 Management Agreement”) and pursuant to which the Manager has represented the Group (as defined below) in its dealings with third parties and provided technical, commercial, administrative and certain other services to the Group as specified therein in connection with the management and administration of the business of the Group. |
| (D) | The Owner and the Manager desire to amend and restate the terms and conditions of the 2021 Management Agreement and to adopt this Agreement to supersede and replace the 2021 Management Agreement as the agreement pursuant to which the Manager represents the Group in its dealings with third parties and provides technical, commercial, administrative and certain other services to the Group as specified herein in connection with the management and administration of the business of the Group. |
1
NOW, THEREFORE, THE PARTIES HEREBY AGREE:
| 1. | INTERPRETATION |
| 1.1 | In this Agreement, unless the context otherwise requires: |
“Board of Directors” means the board of directors of the Owner as the same may be constituted from time to time.
“Business Days” means a day (excluding Saturdays and Sundays) on which banks are open for business in Athens, Greece; London, United Kingdom; Cyprus; and New York, New York - United States.
“Change of Control Release” shall bear the meaning given to it in the Restrictive Covenant Agreement.
“Containership” means any ocean-going vessel that is intended to be used primarily to transport containers or is being used to primarily transport containers.
“Drybulk Carrier” means any ocean-going vessel that is intended to be used primarily to transport non-liquid cargoes of commodities shipped in an unpackaged state.
“Executive Officers” means the Chief Executive Officer and the President, the Chief Operating Officer, the Chief Financial Officer and the Chief Commercial Officer of the Owner and/or such other officers that may be agreed by the parties thereto after the date of this Agreement from time to time.
“Group” means, at any time, the Owner and the Subsidiaries at such time taking into account the Schedule A and Schedule B in effect at such time and “member of the Group” shall be construed accordingly.
“ISM Code” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International Maritime Organization (IMO) by resolution A.741(18) or any subsequent amendment thereto.
“Newbuilding” means a new ship under construction or just completed.
“STCW 95” means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.
2
| 1.2 | The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof. |
| 1.3 | All the terms of this Agreement, whether so expressed or not, shall be binding upon the parties hereto and their respective successors and assigns. |
| 1.4 | In the event of any conflict between this Agreement and any Shipmanagement Agreement (as defined below), the provisions of this Agreement shall prevail. |
| 1.5 | Unless otherwise specified, all references to money refer to the legal currency of the United States of America. |
| 1.6 | Unless the context otherwise requires, words in the singular include the plural and vice versa. |
| 2. | APPOINTMENT |
| 2.1 | The Manager is hereby appointed by the Owner as the technical, commercial and administrative manager of the Group and hereby accepts such appointment on the terms and conditions of this Agreement. |
| 2.2 | With effect from the date hereof and continuing unless and until terminated as provided herein, the Owner hereby appoints the Manager and the Manager hereby agrees to act as the Manager of each Vessel. |
| 2.3 | The Manager undertakes to use its best endeavors to provide the Crewing & Technical Services specified in Section 5 of this Agreement and the Commercial Services specified in Section 6 of this Agreement, on behalf of the Owner in accordance with sound ship management practice. |
| 2.4 | The Manager may, with the consent of the Owner, appoint any person or entity (a “Submanager”) at any time throughout the duration of this Agreement to discharge any of the Manager’s duties. |
| 2.5 | The Manager covenants with the Owner to ensure that each Submanager shall at all times properly exercise and perform the powers, rights and duties so conferred on it. The Manager’s power to delegate performance of any provision of this Agreement hereunder is without prejudice to the Manager’s liability to the Owner to perform such Agreement with the intention that the Manager shall remain responsible to the Owner for the due and timely performance of all duties and responsibilities of the Manager hereunder. |
| 3. | THE OWNER’S GENERAL OBLIGATIONS |
| 3.1 | The Owner shall notify the Manager as soon as possible of any change in the Group as a result of the purchase of any Vessel or Newbuilding, the sale of any Vessel, the purchase or sale of any direct or indirect subsidiary, the creation or divestiture of any subsidiary, or any other structural change and shall promptly amend Schedule A and Schedule B hereto, as applicable, to be reflective of any such change. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Owner and the Manager, which date shall be no later than five calendar days after delivery of such amended Schedule A or Schedule B to the Manager by the Owner. |
3
| 4. | THE MANAGER’S GENERAL OBLIGATIONS |
| 4.1 | The Manager shall, on behalf of the Group, attend to the day-to-day management of the Vessels in accordance with sound technical and commercial shipping industry standards. |
| 4.2 | In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it by the Group and serve the Group faithfully and diligently in the performance of this Agreement, exercising all due care, loyalty, skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipping industry standards. |
| 4.3 | For each Vessel now or hereinafter owned by any member of the Group, the Owner shall cause each Subsidiary to enter with the Manager into a contract substantially in the form attached hereto as Appendix I (each a “Shipmanagement Agreement” and collectively the “Shipmanagement Agreements”), with such alterations and additions as are appropriate (provided, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors of the Owner), and the Manager shall act and do all and/or any of the following acts or things described in this Agreement and each Shipmanagement Agreement in the name and/or on behalf of the Owner and/or its Subsidiaries in all parts of the world directly or through its agents. |
| 4.4 | For each Vessel sold or scrapped by any Subsidiary, the Owner shall cause each such Subsidiary to terminate promptly thereafter its applicable Shipmanagement Agreement with the Manager and the Manager agrees to terminate promptly such Shipmanagement Agreement accordingly. Upon expiry of this Agreement, the Manager shall continue to handle all outstanding matters relating to the sale or scrapping of the Group’s Vessels for as long as the Owner requires and in such case the management fee will be reduced by two-thirds (2/3) for the period following the expiry of this Agreement. |
| 4.5 | The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements are not limited to the services described in such agreements and are instead as set forth in this Agreement. |
| 4.6 | In the performance of this Agreement, the Manager shall protect the interests of the Group in all matters directly or indirectly relating to the Vessels. |
4
| 4.7 | The Manager shall ensure that all material property of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, in safe custody. |
| 4.8 | The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement. |
| 4.9 | During the term hereof (as provided in Section 11.1 of this Agreement), the Manager shall provide the Crewing & Technical Services and the Commercial Services to the Group, subject always to the objectives and policies of the Owner and each applicable member of the Group, in each case, as established from time to time by their authorized representative and notified to the Manager. |
| 4.10 | Notwithstanding anything to the contrary contained in this Agreement or the Shipmanagement Agreements, the Manager agrees that any and all decisions of a material nature relating to the Owner, any Subsidiary or any Vessel shall be reserved to the Owner, such decisions including, but not being limited to: |
| (a) | the purchase and/or sale of shares in a company or other assets of a material nature; |
| (b) | the purchase or formation of subsidiaries; |
| (c) | the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith; |
| (d) | the entry into and/or termination or amendment of any contractual relationships; and |
| (e) | the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $250,000 or its equivalent. |
| 4.11 | During the term hereof, the Manager shall do all in its power to promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts in all respects to conform to and comply with the lawful directions, regulations and recommendations made by such authorized representative, and in the absence of any specific directions, regulations and recommendations as aforesaid and subject to the terms and conditions of this Agreement, shall provide general administrative and advisory services in connection with the management of the business of the Group. |
| 4.12 | The Manager, in the performance of its responsibilities under this Agreement, shall be entitled to have regard to its overall responsibilities in relation to the management of its clients, which, until the occurrence of a Change of Control Release, shall be restricted to the Group, and in particular, without prejudice to the generality of the foregoing, the Manager shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Manager considers to be fair and reasonable, subject always to the discretion of any Executive Officer or other authorized representative of the Owner. |
5
| 4.13 | The Manager, in the performance of its responsibilities under this Agreement, shall ensure that any purchases of products or services from any affiliates, any Submanager or any other related entity shall be on terms no less favorable to the Manager than the market prices for products or services that the Manager could obtain on an arm’s-length basis from unrelated third parties. |
| 4.14 | During the term hereof, the Manager agrees that, subject to Section 4.15 below and other than as provided in this Section 4.14, it will provide the services in this Agreement to the Group on an exclusive basis and it will not provide any Crewing & Technical Services, Commercial Services or other services contemplated herein to any entity without receiving the prior written approval of the Owner, other than: |
| (a) | the Owner and each Subsidiary; |
| (b) | any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by John Coustas, Danaos Investment Limited as the Trustee for the 883 Trust (the “Coustas Trust”), Protector Holdings Inc. or Seasonal Maritime Corporation (collectively, the “Coustas Entities”) (or any (i) current or future beneficiaries of the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities); provided, that, any such direct or indirect interest in any (x) Drybulk Carrier or Containership of larger than 2,500 TEU or (y) entity owning a Drybulk Carrier or a Containership of larger than 2,500 TEU, shall have been acquired in accordance with Section 3 of the Restrictive Covenant Agreement by and between the Owner and each of the Coustas Entities and attached hereto as Appendix III (the “Restrictive Covenant Agreement”); and |
| (c) | Palmosa Shipping Corporation and its subsidiaries. |
| For the avoidance of doubt, nothing in this Section 4.14 shall be construed to restrict the Manager from providing any Crewing & Technical Services, Commercial Services or other services contemplated herein to any entity or vessel directly or indirectly owned or controlled, in whole or in part, or operated by any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities), other than Containerships of larger than 2,500 TEUs or Drybulk Carriers or any entity or business involved in shipping sectors other than Containerships of larger than 2,500 TEUs or Drybulk Carriers (which can be provided services in accordance with the terms of this Section 4.14). |
6
| 4.15 | The Manager’s obligations contained in Section 4.14 above shall cease to apply with immediate effect upon the occurrence of a Change of Control Release. |
| 4.16 | The Manager shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Owner or any Subsidiary at such times as may be mutually agreed. |
| 4.17 | The Manager agrees that the Owner shall have the right at any time to inspect any Vessel for any reason the Owner considers necessary. |
| 4.18 | Where the Manager is providing technical management services in accordance with Section 5.2, the Manager shall procure that the requirements of the law of the flag of each Vessel are satisfied and the Manager shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. |
| 5. | CREWING & TECHNICAL SERVICES |
(Crew and Technical Services, collectively referred to herein as the “Crewing & Technical Services”)
| 5.1 | CREW SERVICES |
The Manager shall provide a suitably qualified crew and related services for each of the Vessels as required by each applicable member of the Group in accordance with the STCW 95 requirements including the following:
| (a) | selecting and engaging the Vessel’s crew, including payroll arrangements, pension administration; |
| (b) | ensuring that the laws of the flag of each Vessel and all places where each Vessel trades are satisfied in respect of manning levels, rank, qualification and certification of the crew and employment regulations, including statutory withholding tax requirements, social insurance requirements, discipline and other requirements; |
| (c) | ensuring that all members of the crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate flag state requirements and, in the absence of applicable flag state requirements, the medical certificate shall be dated not more than three months prior to the respective crew members leaving their country of domicile and shall be maintained for the duration of their service on board the Vessel; |
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| (d) | ensuring that the crew shall have a command of the English language of a sufficient standard to enable them to perform their duties safely; |
| (e) | arranging the transportation of the crew, including repatriation, board and lodging as and when required at rates and types of accommodations as customary in the industry; |
| (f) | training of the crew and supervising their efficiency; |
| (g) | keeping and maintaining full and complete records of any labor agreements which may be entered into with the crew and reporting to the Owner reasonably promptly after notice or knowledge thereof is received of any change or proposed change in labor agreements or other regulations relating to the crew and conducting union negotiations; |
| (h) | supervising discipline, discharge, and other terms of employment including administering the Owner’s and the Manager’s drug and alcohol policy in respect of the crew and enforcing appropriate standing orders; |
| (i) | handling all details and negotiating the settlement of any and all claims of the crew, including but not limited to those arising out of accidents, sickness or death, loss of personal effects, disputes under articles or contracts of enlistment, covers and fines; |
| (j) | ensuring that any concerns of any customer with respect to the master or any of the officers or other crew are appropriately investigated in a timely manner, communicating the results of such investigations to the Owner and if appropriate the customer, and if such concerns are well-founded, ensuring that any appropriate remedial actions are taken without delay; |
| (k) | keeping and maintaining all administrative and financial records relating to the crew as required by any law and any labor or collective agreements of the Owner, and rendering to the Owner any and all reports; and |
| (l) | performing any other function in connection with the crew as may be requested by the Owner or necessary for the management of the business. |
| 5.2 | TECHNICAL SERVICES |
The Manager shall provide for all technical management services necessary for the operation of each Vessel, which include, but are not limited to, the following functions:
| (a) | providing competent personnel to supervise the maintenance and general efficiency of each Vessel; |
| (b) | arranging and supervising dry-dockings, repairs, alterations and upkeep of the Vessels to the standards required by the Group to ensure that each Vessel will comply with all requirements and recommendations of the classification society and with the laws and regulations of the country of registry of each Vessel and of the places where each Vessel trades; |
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| (c) | arranging and purchasing the supply of necessary provisions, stores, spares, lubricating oil supplies and equipment for each Vessel; |
| (d) | appointing and paying surveyors and technical consultants and other support for each Vessel as the Manager may consider from time to time to be necessary and arranging surveys associated with the commercial operation of each Vessel; |
| (e) | developing, implementing and maintaining a Safety Management System (SMS) in accordance with the ISM Code and system security in accordance with ISPS Code for both the Manager and each of the Vessels under management; |
| (f) | providing, at the request of the Owner, all documentation and records related to the Safety Management System (SMS) and/or the Crew, which the Owner needs in order to demonstrate compliance with the ISM Code and STCW 95 or to defend a claim against a third party; |
| (g) | arranging for the payment of all ordinary charges incurred in connection with the management of each Vessel, including, but not limited to, all canal tolls, port charges, any amounts due to any governmental authority with respect to the crew and all duties and taxes in respect of cargo or freight (whether levied against the Vessel, the Owner or the Group) and arranging for, and arranging payment for, any and all material licenses, permits, franchises, registrations and similar authorizations of any governmental authority which are necessary and used in the operation of the Vessels; |
| (h) | procuring and arranging for port entrance and clearance, pilots, Vessel agents, consular approvals and other services necessary or desirable for the management and safe operation of each Vessel; |
| (i) | performing all usual and customary duties concerned with the loading and discharging of cargoes at all ports including providing technical and shore- side support for the Vessels, handling of each Vessel while in ports or transiting canals and arranging for the prompt dispatch of each Vessel from loading and discharge ports in accordance with any instructions and for transit through canals; |
| (j) | reporting to the Owner of each Vessel’s movement, position at sea, arrival and departure dates, major casualties and damages received or caused by each Vessel; |
| (k) | informing the Group promptly of any major release or discharge of oil or other hazardous material not in compliance with any laws; |
| (l) | maintaining each Vessel in such condition as to be acceptable to major charterers’ vetting standards, if required; |
| (m) | providing the Owner with a copy of any Vessel inspection reports, valuations, surveys, and other similar reports prepared by ship brokers, valuators, surveyors, and classification societies; and |
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| (n) | arranging for employment of counsel and the investigation, follow-up and negotiating of the settlement of all claims arising in connection with the operation of each Vessel. |
| 5.3 | FEES AND EXPENSES FOR CREWING & TECHNICAL SERVICES |
In consideration of the Manager providing the above Crewing & Technical Services to the Group, the Owner shall pay the Manager the following fees:
| (a) | a fixed Vessel management fee of US$950 per day per Vessel other than those described in 5.3(b) below, payable monthly in arrears (pro-rated for the number of days that the Owner (or any Subsidiary) owns or charters-in each Vessel during each month); |
| (b) | a fixed Vessel management fee of US$475 per day per Vessel on a bareboat charter, payable monthly in arrears (pro-rated for the number of days that the Owner (or any Subsidiary) owns or charters-in each Vessel during each month); |
| (c) | a fixed management fee of US$2,000,000 per annum payable quarterly in arrears; |
| (d) | 100,000 shares of common stock of the Owner payable in the fourth quarter of each calendar year, with the first such remittance due during the fourth quarter of 2023; |
| (e) | a flat fee of US$850,000 for the services by the Manager set forth in the form of Supervision Agreement attached in Appendix II hereto with respect to each Newbuilding of the Owner or any Subsidiary, for which the final delivery to the Owner or Subsidiary, as applicable, has not occurred prior to the effective date of this Agreement, payable in four equal installments on the key event days in accordance with the applicable shipbuilding contract, namely steel cutting, keel laying, launching and delivery to the Owner or Subsidiary, as applicable. |
(the fees in clauses (a) through (e) of this Section 5.3 being collectively referred to herein as the “Crewing & Technical Management Fee”).
| (f) | The Crewing & Technical Management Fee does not include any out of pocket expenses (e.g. travelling, accommodation or other expenses of similar nature) of the Manager’s employees in relation to drydockings or other visits to Vessels related to repair and maintenance. Such costs will be paid and expensed by the Owner over and above the Crewing & Technical Management Fee. |
| (g) | In addition to providing the Crewing & Technical Services in exchange for the Crewing & Technical Management Fee, the Manager shall, at no cost to any member of the Group, provide its office accommodation, office staff (including secretarial, accounting and administrative assistance), facilities and stationery, and shall pay for all printing, postage, domestic telephone and all other usual office expenses incurred by it as the Manager in or about the provision of the Crewing & Technical Services. |
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| (h) | The Manager hereby acknowledges that it will provide the Crewing & Technical Services to the Group in Section 5 above at its own cost in exchange for the Crewing & Technical Management Fee and other fees it receives under this Section 5, and shall pay for all of its own expenses and costs incurred by it as the Manager in providing such Crewing & Technical Services (other than as set forth in Section 5.3(f) above). |
| 6. | COMMERCIAL SERVICES |
(Commercial, Chartering, Administrative & Insurance Services, collectively referred to herein as the “Commercial Services”)
| 6.1 | COMMERCIAL SERVICES |
The Manager shall provide certain commercial services to the Group, which includes, but is not limited to, the following functions:
| (a) | performing class records review and physical inspections and, at the request of the Owner, making recommendations to the Owner with respect to any additional vessel being considered for purchase by the Owner; |
| (b) | at the request and under the direction of the Owner, certain administrative services in connection with the purchase or sale of a Vessel by the Owner or any member of the Group; |
| (c) | at the request of the Owner, certain services in connection with the Owner or any Subsidiary taking physical delivery of a Vessel; and |
| (d) | at the request of the Owner, performing any other functions necessary to assist the Owner with any Vessel sale or purchase or Newbuilding. |
| 6.2 | CHARTERING SERVICES |
The Manager shall provide certain chartering services to the Group, including the following:
| (a) | at the direction of the Owner, seeking and negotiating employment for each Vessel under voyage or period charters or under any other form of contract; |
| (b) | arranging of the proper payment to the Owner or its nominee of all hire and/or freight revenues or other moneys of whatsoever nature to which the Owner may be entitled arising out of the employment of or otherwise in connection with the Vessel; |
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| (c) | providing voyage estimates and accounts and calculating of hire, freights, demurrage and/or dispatch moneys due from or due to the charterers of the Vessel; |
| (d) | furnishing the crew of each Vessel with appropriate voyage instructions and monitoring voyage performance while using best efforts to achieve the most economical, efficient and quick dispatch of each Vessel between ports and at ports and terminals; |
| (e) | appointing agents; |
| (f) | appointing stevedores; |
| (g) | arranging surveys associated with the commercial operation of the Vessel; |
| (h) | using due diligence to ensure that each Vessel will be employed between safe ports, safe anchorages and safe berths, so far as this can be established by exercising due diligence; |
| (i) | arranging the scheduling of each Vessel according to the terms of the Vessel’s employment; |
| (j) | carrying out all necessary communications with shippers, charterers and others involved with the receiving and handling of each Vessel at the loading and discharging ports, including sending any notices required under the terms of the Vessels’ employment; |
| (k) | preparing, issuing or causing to be issued to shippers the customary freight contracts, cargo receipts, bills of lading, shippers’ customary bills or other documents required under the terms of the Vessels’ employment; |
| (l) | invoicing on behalf of the Owner all freights and other sums due to the Owner and accounts receivables arising from the operation of the Vessels, making any and all claims for moneys due to the Owner and issuing releases upon receipt of payment or settlement of such claims; and |
| (m) | preparing off-hire statements and/or hire statements including obtaining port documents and expense supports necessary for such calculation. |
| 6.3 | ADMINISTRATIVE SERVICES |
The Manager shall provide certain general administrative services to the Group, including the following:
| (a) | keeping all books and records of things done and transactions performed on behalf of any member of the Group as it may require from time to time, including liaising with accountants, lawyers and other professional advisors; |
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| (b) | except as otherwise contemplated herein, representing any member of the Group generally in its dealings and relations with third parties; |
| (c) | maintaining the general ledgers of the Group, reconciliation of the Group’s bank accounts, preparation of periodic financial statements, including those required for governmental and regulatory or self- regulatory agency filings and reports to shareholders, and the provision of related data processing services; |
| (d) | providing assistance in the preparation of periodic and other reports, proxy statements, registration statements and other documents and reports required by applicable law or the rules of any securities exchange or inter- dealer quotation system on which the securities of the Owner or any member of the Group may be listed or quoted; |
| (e) | preparing and providing all audited financial statements and tax returns required by any law or regulatory authority and developing, maintaining and monitoring internal audit controls, disclosure controls and information technology for the Group; |
| (f) | preparing reports concerning the performance of the services hereunder and the performance of third parties with whom any member of the Group has contractual relationships and furnishing advice and recommendations with respect to all aspects of the business affairs of such member of the Group; |
| (g) | providing all legal services to ensure the Group is in compliance with all laws, including all relevant securities laws, and ensuring that the Group owns or possesses all licenses, patents, copyrights and trademarks which are necessary and used in the operation of its business; |
| (h) | providing for the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition on behalf of any member of the Group arising in connection with the business of any member of the Group for an amount not exceeding $250,000 or its equivalent, including the pursuit by any member of the Group of any rights of indemnification or reimbursement; |
| (i) | providing assistance and advice to the Group with respect to financing, including the monitoring and administration of the compliance with any applicable financing terms and conditions in effect with investors, banks or other financial institutions; |
| (j) | assisting with arranging board meetings, director accommodation and travel for board meetings, and preparing meeting materials and detailed papers and agendas for scheduled meetings of the Board of Directors or any company in the Group (and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable the Board of Directors (and any such committees) to base their opinion; |
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| (k) | preparing or causing to be prepared reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Group’s internal policies and procedures on any acquisition, investment or sale of any part of the business; |
| (l) | administering payroll services, benefits and directors fees, as applicable, for any employee, officer or director of the Group; |
| (m) | handling all administrative and clerical matters in respect of (i) the calling and arrangement of all annual and/or special meetings of shareholders, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to the Owner in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Owner has full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Owner may require or direct; |
| (n) | providing, at the request and under the direction of the Owner, such communications to the transfer agent for the Owner’s securities as may be necessary or desirable; |
| (o) | providing any such other administrative services as the Owner, the authorized Executive Officers or any other representative the Owner may request and the Manager may agree to provide from time to time. |
| 6.4 | INSURANCE |
The Manager shall arrange such insurances as the Owner shall have instructed and agreed upon, including the following:
| (a) | providing and purchasing hull and machinery insurance (including crew negligence), excess liabilities insurance, protection and indemnity insurance including pollution risk insurance (entered for each Vessel’s full gross tonnage), crew insurance and war insurance; |
| (b) | providing and purchasing all other insurances for each Vessel in accordance with the best practices of prudent owners of vessels of a similar type to each Vessel in amounts and on terms that are in accordance with industry practice; |
| (c) | providing the Owner with a copy of any Vessel insurance claims and any reports prepared by insurers; and |
| (d) | ensuring all premiums and calls on the Owner’s insurance are paid in a timely fashion. |
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| 6.5 | FEES AND EXPENSES FOR COMMERCIAL SERVICES |
In consideration of the Manager providing the above Commercial Services to the Group, the Owner shall pay the Manager the following fees:
| (a) | a variable management fee equal to 1.25% calculated on the collected operating revenues of the Vessels during the term of this Agreement, payable to the Manager monthly in arrears; and |
| (b) | a fee equal to 1.00% calculated on the price set forth in the memorandum of agreement of any Vessel bought or sold for or on behalf of the Owner or any Subsidiary, including any Newbuildings, payable upon final delivery to the Owner or Subsidiary, as applicable, occurring after the effective date of this Agreement; |
the fees in clauses (a) and (b) of this Section 6.5 being collectively referred to herein as the “Commercial Management Fee”;
| (c) | the Commercial Management Fee does not include any out of pocket expenses (e.g. travelling, accommodation or other expenses of similar nature) of the Manager’s employees in relation to the provision of the Commercial Services. Such costs will be paid and expensed by the Owner over and above the Commercial Management Fee; |
| (d) | in addition to providing the Commercial Services in exchange for the Commercial Management Fee, the Manager shall, at no cost to any member of the Group, provide its office accommodation, office staff (including secretarial, accounting and administrative assistance), facilities and stationery, and shall pay for all printing, postage, domestic telephone and all other usual office expenses incurred by it as the Manager in or about the provision of the Commercial Services; and |
| (e) | the Manager hereby acknowledges that it will provide the Commercial Services to the Group in this Section 6 at its own cost in exchange for the Commercial Management Fee it receives pursuant to this Section 6, and shall pay for all of its own expenses and costs incurred by it as the Manager in providing such Commercial Services other than as set forth in Section 6.5(c) above. |
| 7. | BUDGETS, CORPORATE PLANNING AND EXPENSES |
| 7.1 | On or before October 31 of each year the Manager will prepare and submit to the Executive Officers a detailed draft budget for the next fiscal year in a format acceptable to the Executive Officers which will include (i) a statement of estimated revenue and expenses in providing the Crewing & Technical Services and the Commercial Services to the Group and (ii) a proposed budget for capital expenditures, repairs or alterations, including proposed expenditures in respect of dry-docking, together with an analysis as to when and why such replacements, improvements, renovations or expenditures may be required (collectively, the “Draft Budget”). |
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| 7.2 | For a period of thirty (30) days after receipt of the Draft Budget, the Executive Officers, from time to time, may request further details and submit written comments on the Draft Budget. If the Executive Officers do not agree with any term thereof, they will, within the same thirty (30) day period, give the Manager notice of any inquiries to the Draft Budget, which notice will include the list of items under consideration (the “Questioned Items”) and a proposal for the resolution of each such Questioned Item. The Executive Officers and the Manager will endeavor to resolve any such differences between them with respect to the Questioned Items. |
| 7.3 | By December 10 of the relevant year, the Manager will prepare and deliver to the Owner a revised budget that has been approved by the Executive Officers (the “Approved Budget”). All expenses incurred by the Manager under the terms of this Agreement on behalf of any member of the Group under the Approved Budget may be debited against the account of the respective member of the Group, but shall in any event remain payable by the Owner to the Manager on demand. |
| 7.4 | Any increase or change to the Approved Budget in excess of 7.5% shall require the written approval of two Executive Officers. Any expenses incurred by the Manager in excess of the Approved Budget will not be reimbursed or payable to the Manager. |
| 7.5 | The Manager shall produce a monthly comparison between budgeted and actual expenditures to the Executive Officers. The Manager shall also maintain the records of all costs and expenses incurred, including any invoices, receipts and supplementary materials as are necessary or proper for the settlement of accounts. |
| 7.6 | In the event the Executive Officers and the Manager dispute any specific expense or invoice within the Approved Budget and are unable to resolve their dispute within ten (10) Business Days, then the dispute shall be referred for resolution by a firm of independent accountants of nationally recognized standing reasonably satisfactory to each of the Manager and the Executive Officers (the “Accounting Referee”) which shall determine the disputed amounts within thirty (30) days of the referral of such dispute to such Accounting Referee. The determination of the Accounting Referee shall not require the Owner to pay more than the amount in dispute. The fees and expenses of the Accounting Referee shall be borne equally by the Owner and the Manager. |
| 7.7 | Insofar as any moneys are collected by the Manager under the terms of this Agreement (other than moneys payable by the Owner to the Manager), such moneys and any interest thereon shall be held to the credit of the relevant member of the Group in a separate bank account in the name thereof, but operated by the Manager. |
| 7.8 | On or before the first day of each month during the term of this Agreement, the Owner shall advance to the Manager all amounts budgeted for the operation of each of the Vessels for such month. At the end of each calendar quarter, the Manager shall preliminarily reconcile the amounts advanced to it by the Owner with the amounts actually expended by it for the operation of each of the Vessels, and the Manager shall remit to the Owner, or credit to the Owner amounts to be advanced to it hereunder for future months, any unused portion of the amounts previously advanced by the Owner, or the Owner shall pay to the Manager any amounts properly expended by the Manager for the Vessels in excess of the amounts previously advanced by the Owner. The Owner and Manager will reconcile any amounts due to the Owner by the Manager or amounts due to the Manager by the Owner for each fiscal year of the Owner as promptly as practicable following the close of each such fiscal year. |
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| 8. | LIABILITY AND INDEMNITY |
| 8.1 | Subject to Section 11.3(e), neither any member of the Group nor the Manager shall be under any liability for any failure to perform any of their obligations hereunder by reason of Force Majeure. “Force Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable control of any member of the Group or the Manager, including, without limitation, acts of God, acts of civil or military authorities, acts of war or public enemy, acts of any court, regulatory agency or administrative body having jurisdiction, insurrections, riots, strikes or other labor disturbances, embargoes or other causes of a similar nature. |
| 8.2 | Subject to Section 8.1, the Manager shall be under no liability whatsoever to any member of the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, and howsoever arising in the course of the performance of this Agreement, unless and to the extent that the same is proved to have resulted from (i) the gross negligence or wilful default of the Manager, its employees, agents or any Submanager or (ii) any breach of this Agreement by the Manager or any Submanager. |
| 8.3 | Except to the extent that the Manager would be liable under Section 8.2, the Owner hereby undertakes to keep the Manager and its employees, agents and the Submanager indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever and howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Manager, its employees, agents or the Submanager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement. |
| 8.4 | The Manager will indemnify and save harmless the Owner and each other Subsidiary in the Group, and their respective current and former directors, officers, employees, subcontractors and current and future affiliates, from and against any and all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Owner, any other company in the Group or any of their employees or agents may suffer as a result of (i) any losses incurred or suffered related to any liabilities or obligations that the Manager or any Submanager has agreed to pay or for which the Manager is otherwise responsible under this Agreement, (ii) the gross negligence or any willful default by the Manager, its employees, agents or any Submanager or (iii) any breach of this Agreement by the Manager or any Submanager. |
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| 8.5 | It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to time employed by the Manager) shall in any circumstances whatsoever be under any liability whatsoever to any member of the Group for any loss, damage or delay whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Section 8, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid and for the purpose of all the foregoing provisions of this Section 8 the Manager is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement. Nothing in this Section 8.5 shall be construed so as to limit any liability the Manager may have to the Group under Section 8.2 hereof. |
| 9. | RIGHTS OF THE MANAGER, RESTRICTIONS ON THE MANAGER’S AUTHORITY, AND NON-COMPETE PROVISIONS |
| 9.1 | Except as may be expressly provided in this Agreement, the Manager shall be an independent contractor and not the agent of the Owner or any other member of the Group and shall have no right or authority to incur any obligation on behalf of any member of the Group or to bind any member of the Group in any way whatsoever. Nothing in this Agreement shall be deemed to make the Manager or any of its subsidiaries or employees an employee, joint venturer or partner of any member of the Group. |
| 9.2 | The Owner acknowledges that the Manager shall have no responsibility hereunder, direct or indirect, with regard to the formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise) of any member of the Group, which is solely the responsibility of each respective member of the Group. Each member of the Group shall set its corporate policies independently through its respective board of directors and executive officers and nothing contained herein shall be construed to relieve such directors or officers of each respective member of the Group from the performance of their duties or to limit the exercise of their powers. |
| 9.3 | Notwithstanding the other provisions of this Agreement: |
| (a) | the Manager may act with respect to a member of the Group upon any advice, resolutions, requests, instructions, recommendations, direction or information obtained from such member of the Group or any banker, accountant, broker, lawyer or other person acting as agent of or adviser to such member of the Group and the Manager shall incur no liability to such member of the Group for anything done or omitted or suffered in good faith in reliance upon such advice, instruction, resolution, recommendation, direction or information made or given by such member of the Group or its agents, in the absence of gross negligence or willful misconduct by the Manager or its servants, and shall not be responsible for any misconduct, mistake, oversight, error or judgment, neglect, default, omission, forgetfulness or want of prudence on the part of any such banker, accountant, broker, lawyer, agent or adviser or other person as aforesaid; |
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| (b) | the Manager shall not be under any obligation to carry out any request, resolution, instruction, direction or recommendation of any member of the Group or its agents if the performance thereof is or would be illegal or unlawful; and |
| (c) | the Manager shall incur no liability to any member of the Group for doing or failing to do any act or thing which it shall be required to do or perform or forebear from doing or performing by reason of any provision of any law or any regulation or resolution made pursuant thereto or any decision, order or judgment of any court or any lawful request, announcement or similar action of any person or body exercising or purporting to exercise the legitimate authority of any government or of any central or local governmental institution in each case where the above entity has jurisdiction. |
| 9.4 | Subject to Section 9.5 below, during the term of this Agreement and for a period of one year from the date of actual termination of this Agreement, the Manager and any affiliate of the Manager (other than a Coustas Entity (or any (i) current or future beneficiaries of the Coustas Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities) in accordance with Section 3 of the Restrictive Covenant Agreement) shall be prohibited from, directly or indirectly, engaging in (i) the ownership or operation of Containerships larger than 2,500 TEUs, (ii) the ownership or operation of any Drybulk Carriers and (iii) the acquisition of or investment in any business involved in the ownership or operation of Containerships larger than 2,500 TEUs or Drybulk Carriers. |
| 9.5 | The restrictions contained in Section 9.4 above shall cease to apply with immediate effect upon the occurrence of a Change of Control Release. |
| 10. | AVAILABILITY OF OFFICERS |
| 10.1 | The Executive Officers will be directly employed by the Owner outside of this Agreement. |
| 10.2 | The Manager shall make available to the Owner all such other officers, managers or employees that the Owner and the Manager agree shall be made available. |
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| 10.3 | The Executive Officers are entitled to direct the Manager to remove and replace any individual serving as an officer or any senior manager serving as head of a business unit from such position. Furthermore, the Manager agrees that it will not remove any individuals serving as officers or senior managers from their respective positions without the prior written consent of the Executive Officers. If any officer or senior manager who is made available to the Owner by the Manager resigns, is terminated or otherwise vacates his office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer. |
| 10.4 | The Owner may employ directly any other officers, senior managers or employees as it may deem necessary that will not be subject to this Agreement. |
| 10.5 | The Manager will report to the Owner and the Board of Directors through the Executive Officers. |
| 11. | TERMINATION OF THIS AGREEMENT |
| 11.1 | This Agreement shall be effective as of the date hereof and, subject to Sections 11.2, 11.3, 11.4 and 11.5, shall continue until December 31, 2025 (the "Initial Term"). Thereafter the term of this Agreement shall be extended on a year-to-year basis for a one-year term (each, a "Subsequent Term") unless either party hereto, at least six months prior to the end of the then current term, shall give written notice to the other that it wishes to terminate this Agreement at the end of the then current term (and subject to Sections 11.2, 11.3 11.4 and 11.5). |
| 11.2 | The Owner shall be entitled to terminate this Agreement by notice in writing to the Manager if: |
| (a) | the Manager neglects or fails to perform its principal duties and obligations under this Agreement in any material respect, and such neglect or failure is not remedied within twenty (20) Business Days after written notice of the same is given to the Manager by the Owner; or |
| (b) | any money payable by the Manager under or pursuant to this Agreement is not promptly paid or accounted for in full within ten (10) Business Days by the Manager in accordance with the provisions of this Agreement. |
| 11.3 | The Owner shall be entitled to terminate this Agreement immediately if: |
| (a) | the Owner or the Manager ceases to conduct business, or all or substantially all of the properties or assets of either such party is sold, seized or appropriated; |
| (b) | the Owner or the Manager files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors or adopts a plan of liquidation, or if a petition is filed against the Owner or the Manager seeking to have it declared an insolvent or a bankrupt and such petition is not dismissed or stayed within forty (40) Business Days of its filing, or if the Owner or Manager shall admit in writing its insolvency or its inability to pay its debts as they mature, or if an order is made for the appointment of a liquidator, manager, receiver or trustee of the Owner or Manager of all or a substantial part of its assets, or if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of the Manager’s or Owner’s undertaking, property or assets or if an order is made or a resolution is passed for the Manager’s or Owner’s winding up; |
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| (c) | a distress, execution, sequestration or other process is levied or enforced upon or sued out against the Manager’s property which is not discharged within twenty (20) Business Days; |
| (d) | the Manager ceases or threatens to cease wholly or substantially to carry on its business otherwise than for the purpose of a reconstruction or amalgamation without insolvency previously approved by the Owner; or |
| (e) | either the Manager or the Owner is prevented from performing its obligations hereunder by reasons of Force Majeure for a period of two (2) consecutive months or more. |
| 11.4 | In addition to the provisions in Sections 11.2 and 11.3, the Owner shall also be entitled to terminate any applicable Shipmanagement Agreement if: |
| (a) | the Owner or any Subsidiary ceases to be the owner of a Vessel by reason of a sale thereof or the Owner or any Subsidiary ceases to be registered as the Owner of a Vessel; |
| (b) | a Vessel becomes an actual or constructive or compromised or arranged total loss or an agreement has been reached with the underwriters in respect of the Vessel’s constructive, compromised or arranged total loss or if such agreement with the underwriters is not reached or it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred; |
| (c) | a Vessel is requisitioned for title or any other compulsory acquisition of a Vessel occurs, otherwise than by requisition by hire; or |
| (d) | a Vessel is captured, seized, detained or confiscated by any government or persons acting or purporting to act on behalf of any government and is not released from such capture, seizure, detention or confiscation within twenty (20) Business Days. |
| 11.5 | The Manager shall be entitled to terminate this Agreement by notice in writing to the Owner: |
| (a) | if any moneys payable by the Owner under this Agreement shall not have been duly paid within sixty (60) Business Days of payment having been demanded by the Manager in writing; or |
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| (b) | if the Owner defaults in the performance of any other of its material obligations under this Agreement and fails to remedy such default within sixty (60) Business Days after being given notice in writing by the Manager to remedy the same. |
| 11.6 | Upon the effective date of termination pursuant to this Section 11, the Manager shall promptly terminate its service hereunder as may be required in order to minimize any interruption to the business of the members of the Group. |
| 11.7 | Upon termination, the Manager shall, as promptly as possible, submit a final accounting of funds received and disbursed under this Agreement and of any remaining Crewing & Technical Management Fee and the Commercial Management Fee due from the Owner, calculated pro rata to the date of termination, and any undisbursed funds of any member of the Group in the Manager’s possession or control will be paid by the Manager as directed by such member of the Group promptly upon the Manager’s receipt of all sums then due it under this Agreement, if any. |
| 11.8 | Upon termination of this Agreement, the Manager shall release to the Owner the originals where possible, or otherwise certified copies, of all such accounts and all documents specifically relating to each Vessel or the provision of Crewing & Technical Services and the Commercial Services for each Vessel. |
| 11.9 | The provisions of Section 8 shall survive any termination of this Agreement. |
| 11.10 | The Crewing & Technical Management Fee and the Commercial Management Fee will be fixed throughout the Initial Term. For each Subsequent Term, the Crewing & Technical Management Fee and the Commercial Management Fee will be set at a mutually agreed upon rate between the Owner and the Manager no later than 30 days prior to the commencement of the relevant Subsequent Term. |
| 12. | SALE AND RIGHT OF FIRST REFUSAL |
| 12.1 | Unless expressly permitted by the Board of Directors of the Owner pursuant to Sections 12.2 and 12.3 below, during the term of this Agreement, John Coustas and/or any trust established for the Coustas family, under which John Coustas and/or members of his family are beneficiaries will collectively (i) own at least 80% of the outstanding capital stock of the Manager and (ii) hold at least 80% of the voting power of the outstanding capital stock of the Manager, considered for this purpose as a single class; if this provision is breached, the Owner shall have the right to purchase the capital stock of the Manager owned by John Coustas or any trust established for the Coustas family, under which John Coustas and/or members of his family are beneficiaries, at its fair market value. |
| 12.2 | Throughout the duration of this Agreement and for one (1) year period following the expiry or termination of this Agreement, the Manager is prohibited from transferring, assigning, selling or disposing of a significant portion or all of its assets or property that is necessary for the performance of its services under this Agreement and under any Shipmanagement Agreement to any other party without the prior written consent of the Board of Directors. |
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| 12.3 | In the event that the Board of Directors permits the Manager to transfer, assign, sell or dispose of any assets or property pursuant to Section 12.2 above, the Manager hereby grants to the Owner a right of first refusal on any such proposed transfer, assignment, sale or disposition. The right of first refusal contained in this Section 12.3 is in effect during the term of this Agreement and shall extend for a one (1) year period following the expiry or termination of this Agreement. |
| 12.4 | The Owner and the Manager shall have a period of 30 days to reach an agreement for the proposed sale, transfer, assignment or disposition of all or part of the Manager’s assets pursuant to Section 12.3 above. If no such agreement with respect to a sale is concluded within 30 days, then the Manager may transfer or sell such assets to any other third party provided that the sale is made on terms no less favorable than those last proposed by the Manager to the Owner. |
| 12.5 | The Owner and the Manager acknowledge that all potential transfers pursuant to this Section 12 are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties. |
| 13. | NOTICES |
| 13.1 | All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent either by prepaid registered mail or telefax, and will be validly given if delivered on a Business Day to an individual at the following address or fax number: |
Danaos Corporation
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Chief Executive Officer
Fax: +30 210 419 6489
Danaos Shipping Company Limited
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: General Manager
Fax: +30 210 422 0855
| 14. | APPLICABLE LAW AND JURISDICTION |
| 14.1 | This Agreement shall be governed by, and construed in accordance with, the laws of England. The parties hereto submit to the exclusive jurisdiction of the courts of England in connection with any claim arising out of or in connection with this Agreement. |
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| 15. | ARBITRATION |
| 15.1 | All disputes arising out of this Agreement shall be arbitrated in London in the following manner. One arbitrator is to be appointed by each of the parties hereto and a third by the two so chosen. Their decision or that of any two of them shall be final and, for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matters. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof. |
| 15.2 | In the event that the Owner or the Manager shall state a dispute and designate an arbitrator, in writing, the other party shall have twenty (20) Business Days to designate its own arbitrator. Upon failure to do so, the arbitrator appointed by the other party can render an award hereunder. |
| 15.3 | Until such time as the arbitrators finally close the hearings, either party shall have the right by written notice served on the arbitrators and on the other party to specify further disputes or differences under this Agreement for hearing and determination. |
| 15.4 | The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of this Agreement of the parties, including but not limited to the posting of security. Awards pursuant to this Section 15 may include costs, including a reasonable allowance for attorneys’ fees, and judgments may be entered upon any award made herein in any court having jurisdiction. |
| 16. | MISCELLANEOUS |
| 16.1 | This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements or understandings, written or oral, with respect thereto. This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought. |
| 16.2 | During the term hereof, the Manager will not provide services hereunder through, or otherwise cause any member of the Group to have, an office or fixed place of business in the United States, and shall take reasonable steps not to cause income of any member of the Group to be subject to tax in any taxing jurisdiction, including the United States, the United Kingdom and Greece. |
| 16.3 | This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. |
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| IN WITNESS whereof the undersigned have executed this Agreement as of the date first above written. | ||
| SIGNED by | ) | |
| for and on behalf of | ) | |
| DANAOS CORPORATION | ) | |
| in the presence of: | ) | |
| /s/ Evangelos Chatzis | |
| Name: Evangelos Chatzis | |
| Title: Chief Financial Officer |
| SIGNED by | ) | |
| for and on behalf of | ) | |
| DANAOS SHIPPING COMPANY LIMITED | ) | |
| in the presence of: | ) |
| /s/ Konstantinos Sfyris | |
| Name: Konstantinos Sfyris | |
| Title: Director |
25
SCHEDULE A
SHIPOWNING SUBSIDIARIES
as of November 10, 2023
| Shipowning Subsidiary | Vessel Name | Jurisdiction |
| Actaea Company Limited | Zim Savannah | Liberia |
| Asteria Shipping Company Limited | Dimitra C | Marshall Islands |
| Auckland Marine Inc. | Colombo | Liberia |
| Averto Shipping S.A. | Suez Canal | Liberia |
| Balticsea Marine Inc. | Kingston | Liberia |
| Bayview Shipping Inc. | Rio Grande | Liberia |
| Blacksea Marine Inc. | ZIM Luanda | Liberia |
| Blackwell Seaways Inc. | Niledutch Lion | Liberia |
| Boulevard Shiptrade S.A. | Dimitris C | Marshall Islands |
| Boxcarrier (No.1) Corp. | CMA CGM Moliere | Liberia |
| Boxcarrier (No.2) Corp. | CMA CGM Musset | Liberia |
| Boxcarrier (No.3) Corp. | CMA CGM Nerval | Liberia |
| Boxcarrier (No.4) Corp. | CMA CGM Rabelais | Liberia |
| Boxcarrier (No.5) Corp. | Racine | Liberia |
| Boxline (No.1) Corp. | Hull: YZJ2023-1556 | Liberia |
| Boxline (No.2) Corp. | Hull: YZJ2023-1557 | Liberia |
| Boxsail (No.1) Corp. | Hull: C7100- 7 | Liberia |
| Boxsail (No.2) Corp. | Hull: C7100- 8 | Liberia |
| Boxsail (No.3) Corp. | Hull: CV5900-07 | Liberia |
| Boxsail (No.4) Corp. | Hull: CV5900-08 | Liberia |
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| Shipowning Subsidiary | Vessel Name | Jurisdiction |
| Bulk No.1 Corp. | Integrity | Liberia |
| Bulk No.2 Corp. |
Bulk Achievement (to be delivered) |
Liberia |
| Bulk No.3 Corp. | Ingenuity | Liberia |
| Bulk No.4 Corp. | Genius | Liberia |
| Bulk No.5 Corp. | Peace | Liberia |
| Bulk No.6 Corp. | West Trader (to be delivered) | Liberia |
| Bulk No.7 Corp. | East Trader (to be delivered) | Liberia |
| Cellcontainer (No.1) Corp. | Express Argentina | Liberia |
| Cellcontainer (No.2) Corp. | Express Brazil | Liberia |
| Cellcontainer (No.3) Corp. | Express France | Liberia |
| Cellcontainer (No.4) Corp. | Express Spain | Liberia |
| Cellcontainer (No.5) Corp. | Express Black Sea | Liberia |
| Cellcontainer (No.6) Corp. | Express Berlin | Liberia |
| Cellcontainer (No.7) Corp. | Express Rome | Liberia |
| Cellcontainer (No.8) Corp. | Express Athens | Liberia |
| Channelview Marine Inc. | Merve A | Liberia |
| Containers Lines Inc. | Derby D | Liberia |
| Containers Services Inc. | Tongala | Liberia |
| Continent Marine Inc. | ZIM Monaco | Liberia |
| Expresscarrier (No.1) Corp. | YM Mandate | Liberia |
| Expresscarrier (No.2) Corp. | YM Maturity | Liberia |
| Karlita Shipping Company Limited | Pusan C | Cyprus |
| Medsea Marine Inc. | Dalian | Liberia |
| Megacarrier (No.1) Corp. | Hyundai Honour | Liberia |
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| Shipowning Subsidiary | Vessel Name | Jurisdiction |
| Megacarrier (No.2) Corp. | Hyundai Respect | Liberia |
| Megacarrier (No.3) Corp. | Hyundai Smart | Liberia |
| Megacarrier (No.4) Corp. | Hyundai Speed | Liberia |
| Megacarrier (No.5) Corp. | Hyundai Ambition | Liberia |
| Oceancarrier (No.1) Corp. | Kota Manzanillo |
Liberia |
| Oceancarrier (No.2) Corp. | Bremen | Liberia |
| Oceancarrier (No.3) Corp. | C Hamburg | Liberia |
| Oceancarrier (No.4) Corp. | Wide Alpha | Marshall Islands |
| Oceancarrier (No.5) Corp. | Stephanie C | Marshall Islands |
| Oceancarrier (No.6) Corp. | Maersk Euphrates | Marshall Islands |
| Oceancarrier (No.7) Corp. | Wide Hotel | Marshall Islands |
| Oceancarrier (No.8) Corp. | Wide India | Marshall Islands |
| Oceancarrier (No.9) Corp. | Wide Juliet | Marshall Islands |
| Oceanew Shipping Limited | Europe | Cyprus |
| Oceanprize Navigation Limited | America | Cyprus |
| Ramona Marine Company Limited | Le Havre | Cyprus |
| Rewarding International Shipping Inc. | Kota Santos | Liberia |
| Sarond Shipping Inc. | Artotina | Marshall Islands |
| Seacarriers Lines Inc. | Vancouver | Liberia |
| Seacarriers Services Inc. | Seattle C | Liberia |
| Sinoi Marine Ltd. | Kota Lima | Liberia |
| Speedcarrier (No.1) Corp. | Phoenix D | Liberia |
| Speedcarrier (No.2) Corp. | Advance | Liberia |
| Speedcarrier (No.3) Corp. | Stride | Liberia |
| Speedcarrier (No.4) Corp. | Sprinter | Liberia |
| Speedcarrier (No.5) Corp. | Future | Liberia |
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| Shipowning Subsidiary | Vessel Name | Jurisdiction |
| Speedcarrier (No.6) Corp. | Progress C | Liberia |
| Speedcarrier (No.7) Corp. | Highway | Liberia |
| Speedcarrier (No.8) Corp. | Bridge | Liberia |
| Springer Shipping Co | Belita | Liberia |
| Teucarrier (No.1) Corp. | CMA CGM Attila | Liberia |
| Teucarrier (No. 2) Corp. | CMA CGM Tancredi | Liberia |
| Teucarrier (No.3) Corp. | CMA CGM Bianca | Liberia |
| Teucarrier (No. 4) Corp. | CMA CGM Samson | Liberia |
| Teucarrier (No.5) Corp. | CMA CGM Melisande | Liberia |
| Teushipper (No.1) Corp. | Hull: HN4009 | Liberia |
| Teushipper (No.2) Corp. | Hull: HN4010 | Liberia |
| Teushipper (No.3) Corp. | Hull: HN4011 | Liberia |
| Teushipper (No.4) Corp. | Hull: HN4012 | Liberia |
| Vilos Navigation Company Ltd | Zebra | Liberia |
| Wellington Marine Inc. | Singapore |
Liberia |
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SCHEDULE B
NON-SHIPOWNING SUBSIDIARIES
as of November 10, 2023
| Non-Shipowning Subsidiary | Shipowning Subsidiaries Owned | Jurisdiction |
|
Bulk Shipholdings Inc.
|
Bulk No.1 Corp. Bulk No.2 Corp. Bulk No.3 Corp. Bulk No.4 Corp. Bulk No.5 Corp. Bulk No.6 Corp. Bulk No.7 Corp. |
Marshall Islands |
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APPENDIX I
FORM OF SHIPMANAGEMENT AGREEMENT
| 1. Date of Agreement | |
| 2. Owners (name, place of registered office and law of registry) | 3. Managers (name and law of registry) |
| ANNEX A // Subsidiary | DANAOS SHIPPING CO. LTD |
| Name | Name |
| Liberia / Cyprus / Singapore | |
| Law of registry | |
| Place of registered office | |
| Cyprus / Panama / Singapore / Greece / Bahamas | |
| Law of registry |
| 4. Day and year of commencement of Agreement (Section 11*) | |
|
5. Crew Management (state “yes” or “no” as agreed) (Section 5.1*)
YES |
6. Technical Management (state “yes” or “no” as agreed) (Section 5.2*)
YES |
|
7. Commercial Management (state “yes” or “no” as agreed) (Section 6.1*)
YES |
8. Insurance Arrangements (state “yes” or “no” as agreed) (Section 6.4*)
YES |
|
9. Accounting Services (state “yes” or “no” as agreed) (Section 6.3*)
YES |
10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Section 6.5(b)*)
YES |
|
11. Provisions (state “yes” or “no” as agreed) (Section 5.2*)
YES |
12. Bunkering (state “yes” or “no” as agreed)
YES (if applicable) |
|
13. Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Section 6.5(a)*)
YES |
14. Owner’s Insurance (Section 6.4*)
YES |
|
15. Crewing & Technical Management Fee, Commercial Management Fee (state annual amount) (Sections 5.3 & 6.5*) |
16. Severance Costs (state maximum amount)
N/A |
| 17. Day and year of termination of Agreement (Section 11*) |
18. Law and Arbitration (Sections 14, 15*)
English Law; exclusive jurisdiction of the Courts of England |
|
19. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Section 13*)
Subsidiary. Same as box 20. |
20. Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Section 13*)
DANAOS SHIPPING CO. LTD. 14 Akti Kondyli, 185 45 Piraeus, Greece Tel: 210 4196400 Fax: 210 4220855 Tlx: 212133 DECU GR E-mail: danship@danaos.gr |
*References are to the Management Agreement, dated as of November 10, 2023 between Danaos Corporation and Danaos Shipping Company Limited, as amended from time to time
It is mutually agreed between the party stated in Box 2and the party stated in Box 3 that this Agreement consists of Part I (the foregoing) and Part II (the Management Agreement, dated as of November 10, 2023 between Danaos Corporation and Danaos Shipping Company Limited, as amended from time to time) as well as Annex “ A” (Details of Vessel) and each party agrees to be bound by both Part I and Part II hereto.
| Signature(s) (Owners) | Signature(s) (Managers) |
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ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO SHIP MANAGEMENT AGREEMENT
Date of Agreement:
Name of Vessel(s):
Particulars of Vessel(s):
| DETAILS | Vessel |
Owner
Type
Class
Port of Registry
Year Built
| Builder | Vessel’s details |
LOA
Breadth Moulded
GRT
NRT
M/E Maker Type
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APPENDIX II
FORM OF SUPERVISION AGREEMENT
THIS AGREEMENT is made the _______ day of _____________ 20 ____
BETWEEN:
| 1. | DANAOS CORPORATION (or a subsidiary company to be nominated) a company incorporated under the laws of the Marshall Islands whose registered office is Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960 and whose principal place of business is at 14 Akti Kondyli, 185 45 Piraeus, Greece (the “Owner”) {if different from the Buyer under the Shipbuilding Contract otherwise Owner to be the same with the Buyer as herein defined} |
| 2. | DANAOS SHIPPING CO. LTD. a company incorporated under the laws of Cyprus whose registered office is at 3 Christaki Kompou Street, Peter’s House, Limassol 3300 and whose principal place of business is at 14 Akti Kondyli, 185 45 Piraeus, Greece (the “Construction Supervisor”). |
WHEREAS:
By a shipbuilding contract dated _________ and made between _________ (the “Builder”) and __________ (the “Buyer”) (the “Shipbuilding Contract”) the Builder agreed to construct, to the order of the Buyer, and sell to the Buyer, a ________ TEU container vessel, known during construction as Hull No. _____ and to be named ____ (the “Vessel”);
IT IS NOW AGREED as follows:
| 1. | DEFINITIONS |
| 1.1 | Except as otherwise defined herein, all terms defined in the Shipbuilding Contract shall have the same respective meanings when used herein. |
| 1.2 | In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings: |
“Business Day” means:
| (i) | in relation to a payment which is to be made hereunder or under any other document, a day, other than a Saturday or Sunday or a public holiday, on which major retail banks in London and New York, and (in respect of any payments which are to be made to the Builder) ………….., are open for non-automated customer services; and |
| (ii) | in any other case, a day, other than a Saturday or Sunday or a public holiday, on which major retail banks in London and Athens are open for non-automated customer services. |
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“Building Period” means the period from the execution of this agreement to and including the date of delivery of the Vessel pursuant to the Shipbuilding Contract.
“Buyer’s Supplies” means all of the items to be furnished by the Buyer in accordance with Article ….. of the Shipbuilding Contract.
“Spares” means the items to be designated as spares by the parties hereto at the time of the delivery of the Vessel.
| 2. | APPOINTMENT |
| 2.1 | The Owner hereby appoint the Construction Supervisor and the Construction Supervisor hereby agrees to act as the Owner’s supervisor towards the Builder and as the “Owner’s Representative” under the Shipbuilding Contract for the duration of the Building Period and to perform the duties and rights which rest with the Owner regarding the construction and delivery of the Vessel in accordance with all of the provisions of the Shipbuilding Contract. The Owner shall be responsible for, inter alia, determining the general policy of supervision of construction of the Vessel and the scope of activities of the Construction Supervisor and, in the performance of its duties under this Agreement, the Construction Supervisor shall at all times act strictly in accordance with any instructions or directions given to it by the Owner regarding such general policy or, in the absence of such instructions or directions, in accordance with the standards of a prudent supervisor providing services of the type to be provided under this Agreement, having due regard to the Owner’s interest. Any instructions so given shall be consistent with the nature and scope of the supervision services required to be performed by the Construction Supervisor under this Agreement and shall not require the Construction Supervisor to do or omit to do anything which may be contrary to any applicable law of any jurisdiction or which is inconsistent or contrary to any of the rights and duties of the Owner under the Shipbuilding Contract. |
| 2.2 | Specific powers and duties of the Construction Supervisor |
Without prejudice to the generality of the appointment made under Clause 2.1, and (where applicable) by way of addition to the rights, powers and duties so conferred, the Construction Supervisor shall, subject to this Clause 2 and to Clauses 3 and 4, have and be entrusted with the following rights, powers and duties in relation to the Shipbuilding Contract:
| (a) | under Article ….., to review, comment on, agree and approve the lists of plans and the drawings referred to; to attend the testing of the Vessel’s machinery, outfitting and equipment and to request any tests or inspections which the Construction Supervisor may consider appropriate or desirable and to review and comment on the results of all tests and inspections; to carry out such inspections and give such advice or suggestions to the Builder as the Construction Supervisor may consider appropriate or desirable; and to give notice to the Builder in the event that the Construction Supervisor discovers any construction, material or workmanship which the Construction Supervisor believes does not or will not conform to the requirements of the Shipbuilding Contract and the specifications; |
34
| (b) | under Article …. to appoint a representative of the Construction Supervisor for the purposes specified in that Article; |
| (c) | if any alteration or addition to the Shipbuilding Contract becomes obligatory or desirable, to consult with the Builder and make recommendations to the Owner as to whether or not acceptance should be given to any proposal notified to the Owner by the Builder; |
| (d) | under Article …. to request and agree to any minor alterations, additions, or modifications to the Vessel or the specification and any substitute materials pursuant to Article .... which the Construction Supervisor may consider appropriate or desirable, provided that if the cost of such variations or substitute materials would have the effect of altering the Contract Price (as defined in the Shipbuilding Contract) by more than five per cent (5%) from the Contract Price on the date hereof or the amount of any of the installments of the Contract Price due under the Shipbuilding Contract, the Construction Supervisor shall notify the same to the Owner in writing; to receive from and transmit to the Builder information relating to the requirements of the classification society and to give instructions and agree with the Builder regarding alterations, additions, or changes in connection with such requirements; and to approve the substitution of materials as requested by the Builder; |
| (e) | under Article ….., to attend and witness the trials of the Vessel; |
| (f) | to determine whether the Vessel has been designed, constructed, equipped and completed in accordance with, and complies with, the Shipbuilding Contract and the Specifications and Plans (as defined in the Shipbuilding Contract); under Article …., Paragraph …., to give the Builder a notice of acceptance or (as the case may be) rejection of the Vessel, to require or request any further test and inspection of the Vessel, and to give and receive any further or other notice relative to such matters and generally to advise the Owner in respect of all such matters; |
| (g) | to sign together with the Owner any protocols as to sea trials, consumable stores, delivery and acceptance or otherwise, having first ascertained the appropriateness of so doing; |
35
| (h) | to accept on behalf of the Owner the documents specified in Article …., Paragraph …. to be delivered by the Builder at Delivery and to confirm receipt thereof to the Owner; |
| (i) | to give and receive on behalf of the Owner any notice contemplated by the Shipbuilding Contract, provided that the Construction Supervisor shall not have authority to give on behalf of the Owner any notice which the Owner may be entitled to give to cancel, repudiate or rescind the Shipbuilding Contract without the prior written consent of the Owner; and |
| (j) | to purchase all Buyer’s Supplies as agent of the Owner and supply and deliver the same together with all necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates to the Builder under Article …., and provide to the Owner a list of all such Buyer’s Supplies as soon as possible. |
| 2.3 | The Construction Supervisor shall discharge its responsibilities under this Clause as the Owner’s agent. |
| 2.4 | The costs of supplying and delivering Buyer’s Supplies pursuant to Article …. shall be reimbursed by the Owner on Delivery against supporting invoices from the Construction Supervisor which the Construction Supervisor shall supply to the Owner at the same time as the notice to be given pursuant to Clause 3(c)(i). |
| 3. | CONSTRUCTION SUPERVISOR’S DUTIES REGARDING CONSTRUCTION |
The Construction Supervisor undertakes with the Owner with respect to the Shipbuilding Contract:
| (a) | to notify the Owner in writing promptly on becoming aware of any likely change to any of the dates on which any installment under the Shipbuilding Contract is expected to be due; |
| (b) | to (i) notify the Owner in writing of the expected date on which the launching or, as the case may be, sea trials of the Vessel is or are to take place and (ii) promptly on the same day as the launching or, as the case may be, sea trials of the Vessel takes or take place to confirm that the launching or, as the case may be, sea trials of the Vessel has or have taken place and, where relevant, that the amount specified in such confirmation is due and payable; |
| (c) | to (i) advise the Owner in writing, four (4) Business Days prior to the date on which the delivery installment under the Shipbuilding Contract is anticipated to become due, of the times and amounts of payments to be made to the Builder under the Shipbuilding Contract and the amount due to the Construction Supervisor for Buyer’s Supplies and (ii) promptly confirm the same on the day on which such installment becomes due (and being the date the same is required to be paid to the account referred to in Article …., Paragraph …. of the Shipbuilding Contract); |
36
| (d) | not to accept the Vessel or delivery of the Vessel on the Owner’s behalf without the Owner’s prior written approval and unless the Construction Supervisor shall have previously certified to the Owner in writing, in the form of the certificate set out in Schedule 1 to this Agreement, that: |
| (i) | the Vessel has been duly completed and is ready for delivery to and acceptance by the Owner in or substantially in accordance with the Shipbuilding Contract and the Specifications and Plans; |
| (ii) | there is, to the best of the Construction Supervisor’s knowledge and belief having made due enquiry with the Builder, no lien or encumbrance on the Vessel other than the lien in favor of the Builder in respect of the delivery installment of the Contract Price due in accordance with Article ….; |
| (iii) | the Vessel is safe and undamaged; and |
| (iv) | the Vessel is recommended for classification by the ……………. (and the Construction Supervisor shall attach to its certificate the provisional certificate of …………. recommending such classification of the Vessel or a duplicate or photocopy of such provisional certificate or otherwise provide evidence of such classification to the Owner); |
| (e) | on receipt thereof from the Builder promptly to deliver the documents specified in Article …., Paragraph …. to the Owner or as the Owner may direct; and |
| (f) | not without the prior written approval of the Owner to request of or agree with the Builder any material alterations, additions or modifications to the Vessel. |
| 4. | CONSTRUCTION SUPERVISOR’S GENERAL OBLIGATIONS |
| 4.1 | The Construction Supervisor undertakes to the Owner, with respect to the exercise and performance of its rights, powers and duties as the Owner’s representative under this Agreement, as follows: |
| (a) | it will well and faithfully serve the Owner as Owner’s agent and will at all times use its best endeavors to protect and promote all of the interests and the welfare of the Owner in relation to the Vessel including, without limitation, its design, construction, fitting out and purchase; |
37
(b) it will ensure the due and punctual observance and performance of all conditions, duties and obligations imposed on the Owner by the Shipbuilding Contract (other than to pay the Contract Price) and will not without the prior written consent of the Owner:
| (i) | exercise any rights of the Owner to cancel, repudiate or rescind the Shipbuilding Contract; or |
| (ii) | waive, modify or suspend any provision of the Shipbuilding Contract if as a result of such waiver, modification or suspension the Owner will or may suffer any adverse consequences; |
| (c) | it will use its best endeavors to ensure the observance and performance by the Builder of all conditions, duties and obligations imposed on the Builder by the Shipbuilding Contract; |
| (d) | it will at its own expense keep all necessary and proper books, accounts, records and correspondence files relating to its duties and activities under this Agreement and shall send quarterly reports to the Owner concerning the progress of the design and construction of the Vessel and keep the Owner promptly informed of any deviations from the building program; and |
| (e) | it will ensure that any employee(s) of the Construction Supervisor appointed by the Construction Supervisor as representative(s) of the Construction Supervisor for the purpose of Article …. shall have appropriate technical qualifications and experience in relation to the construction of ships of the same type as the Vessel and shall be familiar with good international shipbuilding practices. |
| 5. | INSURANCE |
The Construction Supervisor undertakes to keep its representatives at the Builder’s premises or on board the Vessel fully insured against all loss, damages or injuries incurred or suffered by any of them and agrees that the Owner shall not in any respect be liable or responsible for any loss or damage caused by any such persons to the Builder or the Builder’s equipment and the Construction Supervisor undertakes to keep its representatives, the Builder and the Owner fully and effectively indemnified against any liability, loss or claim for any such damage or injuries even to the extent that the same are not fully recovered under the terms of any policy or proceeds of insurance or were not caused by the gross negligence of the Builder or its employees, agents or sub-contractors.
| 6. | FEES |
In consideration of the performance of the duties assigned to the Construction Supervisor in this Agreement the Owner shall pay to the Construction Supervisor the sum of USD$850,000 for its total supervision costs in connection with the supervision of the construction of the Vessel, and any expenses incurred under the Shipbuilding Contract against presentation of supporting invoices from the Construction Supervisor which the Construction Supervisor shall supply to the Owner at the same time as the notice to be given pursuant to Clause 3(c)(i). The construction invoices from the Construction Supervisor which the Construction Supervisor shall supply to the supervision fee shall include all costs which are incurred by the Construction Supervisor in connection with the ordinary exercise and performance by the Construction Supervisor of the rights, powers and duties entrusted to it pursuant to this Agreement.
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| 7. | COMMENCEMENT - TERMINATION |
This Agreement shall come into effect on …………………… and shall continue until delivery of the Vessel to the Owner by the Builder.
This Agreement may, however, be terminated with immediate effect by the Owner in the event that the Construction Supervisor is in material default of its obligations hereunder and/or in the event that the Shipbuilding Contract is cancelled or terminated. The Construction Supervisor shall in the event of immediate termination not be entitled to receive any payment in respect of the fees and other amounts described in Clause 6.
| 8. | LIABILITIES |
Neither the Owner nor the Construction Supervisor shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever beyond their control.
Without prejudice to the foregoing, the Construction Supervisor shall be under no liability whatsoever for any loss, damage, delay or expense of whatever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay of the Vessel) and however arising in the course of performance of its duties under this Agreement, unless the same is proved to have resulted solely from the negligence or willful misconduct of the Construction Supervisor.
| 9. | EMPLOYEES |
| 9.1 | None of the employees and/or sub-contractors of the Construction Supervisor shall constitute, for the purposes of this Agreement, sub-agents of the Owner. The Construction Supervisor in its capacity as employer and contractor (and not in its capacity as agent for the Owner), shall (a) be responsible for the salaries, expenses and costs in respect of each of its employees and sub-contractors (not in its capacity as agent for the Owner) and (b) indemnify its employees and sub- contractors for any liabilities and losses incurred by such employees and sub- contractors. For the avoidance of doubt, the Owner shall not be liable for any liabilities, losses, costs or expenses incurred by the Construction Supervisor in its capacity as employer and contractor. |
| 10. | GOVERNING LAW - JURISDICTION |
| 10.1 | This Agreement shall be governed by and be construed in accordance with English law. |
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| 10.2 | The Construction Supervisor agrees, for the benefit of the Owner, that any legal action or proceedings arising out of or in connection with this Agreement shall be brought in the English courts and hereby irrevocably and unconditionally submits to the jurisdiction of such courts. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. |
| 10.3 | The Construction Supervisor agrees that the process by which any proceedings are begun under this Agreement may be served on it by being delivered in connection with any proceedings in England, to ………….. If this appointment ceases to be effective, the Construction Supervisor shall immediately appoint a further person in England to accept service of process on its behalf in England. Nothing contained herein shall affect the right to serve process in any other manner permitted by law. |
| 11. | COUNTERPARTS |
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
| 12. | NOTICES |
| 12.1 | Every notice or other communication under this Agreement shall: |
| (a) | be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication (other than telex) in permanent written form; |
| (b) | be deemed to have been received, in the case of a letter, when delivered personally or three (3) days after it has been put into the post and, in the case of a facsimile transmission or other means of telecommunication (other than telex) in permanent written form, at the time of dispatch (provided that if the date of dispatch is a Saturday or Sunday or a public holiday in the country of the addressee or if the time of dispatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next day which is not a Saturday or Sunday or public holiday); and |
| (c) | be sent: |
| (i) | To the Construction Supervisor at: |
Danaos Shipping Co. Ltd
14 Akti Kondyli
185 45 Piraeus
Greece
Facsimile No.: +30 210 42 20 855
Attention: Legal Department
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| (ii) | To the Owner at: |
Danaos Corporation
14 Akti Kondyli
185 45 Piraeus
Greece
Facsimile No.: +30 210 42 20 855
Attention: Legal Department
or to such other address and/or numbers for a party as is notified by such party to the other party under this Agreement.
| 12.2 | Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language. |
| 13. | CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999 |
A person who is not a party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
IN WITNESS of which this Agreement has been duly executed the day and year first before written.
For the Owner
For the Construction Supervisor
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SCHEDULE 1
FORM OF CONSTRUCTION CERTIFICATE
[On the headed notepaper of the Construction Supervisor]
[Vessel Owner] (the “Owner”)
[Address]
Facsimile: [ ]
Attention: [ ]
Date: ___________________________________
Dear Sirs,
[Name of Builder] (the “Builder”), [Name of Vessel] (the “Vessel”)
We refer to the construction supervision agreement dated [ ] between the Owner and us (the “ Supervision Agreement”).
Words and expression defined in the Supervision Agreement (whether expressly or by incorporation by reference to another document) shall have the same meaning where used in this certificate.
We hereby certify, pursuant to Clause 3(d) of the Supervision Agreement, as follows:
| (i) | the Vessel has been duly completed and is ready for delivery to and acceptance by the Owner in or substantially in accordance with the Shipbuilding Contract and the Specifications and Plans; |
| (ii) | there is, to the best of our knowledge and belief having made due enquiry with the Builder, no lien or encumbrance on the Vessel other than the lien in favor of the Builder in respect of the deliver installment of the Contract Price due in accordance with Article [ ]; |
| (iii) | the Vessel is safe and undamaged; and |
| (iv) | the vessel is recommended for classification by [Name of the classification society] (the “Classification Society”). |
With respect to paragraph (iv) above, please find attached to this certificate the provisional certificate of the Classification Society recommending such classification of the Vessel / a duplicate or photocopy of the provisional certificate of the Classification Society recommending such classification of the Vessel / the following evidence of the Classification Society’s recommendation of such classification of the Vessel [ ].
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Yours faithfully
| for and on behalf of |
DANAOS SHIPPING COMPANY LIMITED
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APPENDIX III
Restrictive Covenant Agreement
DANAOS CORPORATION,
DR. JOHN COUSTAS
- and -
DANAOS INVESTMENT LIMITED AS THE
TRUSTEE FOR THE 883 TRUST
| AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT |
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THIS AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT is made on April 1st, 2021,
BY AND BETWEEN:
| 1. | DANAOS CORPORATION, a Marshall Islands corporation (“DC”); |
| 2. | DR. JOHN COUSTAS, in his individual capacity (“Dr. Coustas”); and |
| 3. | DANAOS INVESTMENT LIMITED AS THE TRUSTEE FOR THE 883 TRUST (the “Coustas Family Trust” and, together with Dr. John Coustas, the “Coustas Entities”). |
WHEREAS:
| (A) | Pursuant to an Amended and Restated Management Agreement by and between DC and Danaos Shipping Company Limited, a Cypriot corporation (the “Manager”), made September 18, 2006 (the “2006 Management Agreement”), the Manager agreed to provide certain management services to DC on an exclusive basis, restrict certain competitive activities and grant a right of first refusal to DC to purchase its assets and properties upon the occurrence of certain events, all as described therein. |
| (B) | In connection with the 2006 Management Agreement, pursuant to a Restrictive Covenant Agreement by and between DC and the Coustas Entities, made September 18, 2006, the Coustas Entities provided certain non-competition covenants, all as described therein, which was amended and restated on August 10, 2018 (the “2018 Restrictive Covenant Agreement”). |
| (C) | Pursuant to a further Amended and Restated Management Agreement by and between DC and the Manager, dated on or around the date hereof, and as amended from time to time (the “Management Agreement”), the Manager has further agreed to provide certain management services to DC on an exclusive basis, restrict certain competitive activities and grant a right of first refusal to DC to purchase its assets and properties upon the occurrence of certain events, all as described therein. |
| (D) | DC and the Coustas Entities desire to amend and restate the terms of the 2018 Restrictive Covenant Agreement and to adopt this Agreement to supersede and replace the 2018 Restrictive Covenant Agreement. |
| (E) | Each of the Coustas Entities directly or indirectly owns capital stock of the Manager. |
| (F) | Dr. Coustas has entered into an executive employment agreement with DC (the “Employment Agreement”), pursuant to the terms of which Dr. Coustas has agreed to serve as Chief Executive Officer and President of DC. |
| (G) | DC wishes to (i) limit the activities of Dr. Coustas, and the other Coustas Entities, on the terms and conditions set out in this Agreement to prohibit certain activities that may compete with the business of DC, (ii) ensure that the Coustas Entities collectively maintain ownership of at least 80% of the capital stock of the Manager and (iii) ensure that the Coustas Entities will not allow the Manager to violate certain of its obligations under the Management Agreement. |
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NOW, THEREFORE, in consideration of the terms and conditions set forth below, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:
| 1. | INTERPRETATION |
| 1.1 | In this Agreement, unless the context otherwise requires: |
| (a) | “Board of Directors” means the board of directors of DC as the same may be constituted from time to time. |
| (b) | “Change of Control Release Event” shall mean the occurrence of any of the following: |
| (i) | Dr John Coustas ceases to be both the Chief Executive Officer of DC and a director of DC unless this is due to his death or disability and, in such case, a replacement person is appointed by DC’s board of directors; or |
| (ii) | any group of (a) the existing members of the board of directors of DC as at the date of this Agreement and (b) any directors appointed following nomination by the existing board of directors, does not comprise a majority of the board of directors of DC; or |
| (iii) | any one or more persons (who are not members of the Coustas Family) acting in concert controls DC. |
For the purposes of this definition, acting in concert means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in DC by any of them, either directly or indirectly, to obtain or consolidate control of DC.
| (c) | “Change of Control Release” shall bear the meaning given to such term in Section 7.1 below. |
| (d) | “Containership” means any ocean-going vessel that is intended to be used primarily to transport containers or is being used to primarily transport containers. |
| (e) | “Danaos Group” means, at any time, DC and its subsidiaries at such time and “member of the Group” shall be construed accordingly. |
| (f) | “Drybulk Carrier” means any ocean-going vessel that is intended to be used primarily to transport non-liquid cargoes of commodities shipped in an unpackaged state. |
| (g) | “Independent Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of Rule 10A-3 promulgated under the U.S. Securities Exchange Act of 1934 and the listing criteria of the New York Stock Exchange. |
| 1.2 | The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof. |
| 1.3 | All the terms of this Agreement, whether or not so expressed, shall be binding upon the parties hereto and their respective successors and assigns. |
| 1.4 | Unless the context otherwise requires, words in the singular include the plural and vice versa. |
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| 2. | ACKNOWLEDGEMENT AND REPRESENTATION |
| 2.1 | Each of the Coustas Entities acknowledges he or it has received and reviewed the Management Agreement. |
| 2.2 | Each of the Coustas Entities hereby represents and warrants that as of the date of this Agreement, collectively the Coustas Entities (a) own at least 80% of the capital stock of the Manager and (b) hold at least 80% of the voting power of the outstanding capital stock of the Manager considered for this purpose as a single class. |
| 3. | NON-COMPETITION |
Subject to Section 7 below:
| 3.1 | during the term of the Management Agreement and for a period of one (1) year from the date of actual termination of the Management Agreement, the Coustas Entities shall not, subject to Section 3.2 hereof, directly or indirectly, engage in (a) the ownership or operation of Containerships of larger than 2,500 TEUs, (b) the ownership or operation of any Drybulk Carriers or (c) the acquisition of or investment in any business involved in the ownership or operation of Containerships of larger than 2,500 TEUs or Drybulk Carriers; and |
| 3.2 | notwithstanding the foregoing, if a majority of the Independent Directors declines to pursue any opportunity for the benefit of DC or any of its subsidiaries (a) to acquire or invest in any business involved in the ownership or operation of Containerships of larger than 2,500 TEUs or Drybulk Carriers or (b) to acquire a Containership of larger than 2,500 TEUs or a Drybulk Carrier, then any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities) shall be permitted, directly or indirectly, to acquire any such Containership or Drybulk Carrier or acquire or invest in any such business; provided that, such acquisition or investment is completed (x) no later than the four-month anniversary of the date on which the Independent Directors declined to pursue such acquisition or investment and (y) on terms no more favorable to the acquiring or investing, as the case may be, party than those offered to DC and declined by the Independent Directors. |
For the avoidance of doubt, nothing in this Agreement shall be construed to restrict the ability of any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities) to acquire or invest in any vessel other than Containerships of larger than 2,500 TEUs or Drybulk Carriers.
| 4. | MANAGEMENT SERVICES |
Subject to Section 7 below:
| 4.1 | during the term of the Management Agreement, Dr. Coustas shall not personally provide, or establish, advise or assist any entity providing, commercial, crewing, technical, chartering or administrative vessel management services substantially similar to those the Manager provides under the Management Agreement to any owner and operator of Containerships of larger than 2,500 TEUs or Drybulk Carriers, other than members of the Danaos Group and Palmosa Shipping Corporation and its subsidiaries without receiving the prior written approval of a majority of the Independent Directors; |
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| 4.2 | during the term of the Management Agreement, none of the Coustas Entities shall, directly or indirectly, own any interest in any entity which provides commercial, crewing, technical, chartering or administrative vessel management services substantially similar to those the Manager provides under the Management Agreement to any owner and operator of Containerships of larger than 2,500 TEUs or Drybulk Carriers, other than members of the Danaos Group and Palmosa Shipping Corporation and its subsidiaries, without receiving the prior written approval of a majority of the Independent Directors; and |
| 4.3 | the restrictions set forth in Sections 4.1 and 4.2 hereof shall not apply with respect to Containerships larger than 2,500 TEUs, Drybulk Carriers or entities which any Coustas Entity (or any (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities) acquires or invests in pursuant to Section 3.2 hereof. |
| 5. | CONTROL OF MANAGER |
| 5.1 | Unless expressly permitted by a majority of the Independent Directors, during the term of the Management Agreement, the Coustas Entities will at all times, directly or indirectly, collectively (a) own at least 80% of the outstanding capital stock of the Manager and (b) hold at least 80% of the voting power of the outstanding capital stock of the Manager, considered for this purpose as a single class. |
| 5.2 | Each of the Coustas Entities hereby agrees to offer and, if such offer is accepted by DC, to sell the capital stock of the Manager owned by it to DC at the then fair market value of such capital stock if the provision set forth in Section 5.1 hereof is breached. |
| 5.3 | For the avoidance of doubt, DC acknowledges that (a) the restriction set forth in Section 5.1 hereof shall not be construed so as to limit transfers of capital stock of the Manager to (i) current or future beneficiaries of the Coustas Family Trust, (ii) entities beneficially owned by such beneficiaries or the Coustas Entities or (iii) other trusts established for the benefit of such beneficiaries or the Coustas Entities and (b) any such transfers shall not trigger DC’s purchase right pursuant to Section 5.2 hereof; provided that any such transferee agrees to be bound by the restrictions set forth herein (including, without limitation, in Sections 3 and 4 hereof) pursuant to an agreement acceptable in form and substance to a majority of the Independent Directors. |
| 6. | COVENANT COMPLIANCE OF MANAGER |
| 6.1 | The Coustas Entities shall not allow the Manager to violate the covenants contained in Section 4.14, Section 10.4 and Sections 13.1 through 13.5 of the Management Agreement, and will cause the Manager to observe the right of first refusal requirement set forth in Section 13.3 of the Management Agreement. |
| 7. | CHANGE OF CONTROL RELEASE |
| 7.1 | Section 3 and Section 4 hereof shall terminate and cease to apply if a Change of Control Release Event occurs as a result of matters not within the control of the Coustas Entities (a “Change of Control Release”). |
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| 8. | NOTICES |
| 8.1 | All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent either by prepaid registered mail or telefax, and will be validly given if delivered on a business day to a party at its respective address set forth below: |
Danaos Corporation
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Chief Operating Officer
Fax: +30 210 419 6489
Dr. John Coustas
c/o Danaos Corporation
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Dr. John Coustas
Danaos Investment Limited as the Trustee for the 883 Trust
c/o Danaos Corporation
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Dr. John Coustas
Fax: +30 210 422 0855
| 9. | APPLICABLE LAW AND JURISDICTION |
| 9.1 | This Agreement shall be governed by, and construed in accordance with, the laws of England. The parties hereto submit to the non-exclusive jurisdiction of the courts of England in connection with any claim arising out of or in connection with this Agreement. |
| 10. | ARBITRATION |
| 10.1 | All disputes arising out of this Agreement shall be arbitrated in London in the following manner. One arbitrator is to be appointed by DC, a second by the Coustas Entities and a third by the two so chosen. Their decision or that of any two of the arbitrators shall be final and, for the purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators shall be commercial persons, conversant with shipping matters. Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitrators Association terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof. |
| 10.2 | In the event that DC or the Coustas Entities shall state a dispute and designate an arbitrator, in writing, the other party shall have twenty (20) business days to designate its own arbitrator. Upon failure to do so, the arbitrator appointed by the other party can conduct the arbitration and render an award hereunder. |
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| 10.3 | Until such time as the arbitrators finally close the hearings, either of DC or the Coustas Entities shall have the right by written notice served on the arbitrators and on the other party to specify further disputes or differences under this Agreement for hearing and determination. |
| 10.4 | The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of the Agreement of the parties, including but not limited to the posting of security. Awards pursuant to this Section 10 may include costs, including a reasonable allowance for attorneys’ fees, and judgments may be entered upon any award made herein in any court having jurisdiction. |
| 11. | MISCELLANEOUS |
| 11.1 | This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto, with the exception of the Management Agreement. This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought. |
| 11.2 | It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended to delete therefrom the portion thus adjudicated as invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudications is made. |
This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
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IN WITNESS whereof the undersigned have executed this Agreement as of the date first above written.
SIGNED by EVANGELOS CHATZIS
for and on behalf of
DANAOS CORPORATION
| /s/ Evangelos Chatzis |
Name: Evangelos Chatzis
Title: Chief Financial Officer
SIGNED BY
DR. JOHN COUSTAS
| /s/ Dr. John Coustas |
SIGNED by EVANGELOS CHATZIS
for and on behalf of
DANAOS INVESTMENT LIMITED AS THE
TRUSTEE FOR THE 883 TRUST
| /s/ Evangelos Chatzis |
Name: Evangelos Chatzis
Title: Director
SIGNED BY KONSTANTINOS SFYRIS
for and on behalf of
DANAOS INVESTMENT LIMITED AS THE
TRUSTEE FOR THE 883 TRUST
| /s/ Konstantinos Sfyris |
Name: Konstantinos Sfyris
Title: Director
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