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 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2008
Commission File Number: 001-33416
OceanFreight Inc. |
(Translation of registrant’s name into English) |
|
80 Kifissias Avenue, Athens 15125, Greece |
(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 [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [_] No [X]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-______________.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 1 is a press release issued by OceanFreight Inc. (the “Company”) on August 11, 2008 that reports second quarter 2008 financial results and announces acquisition of double hull aframax tanker expanding fleet to 12 vessels
![[f081108ocnf6k001.jpg]](https://capedge.com/proxy/6-K/0001317861-08-000295/f081108ocnf6k001.jpg)
OceanFreight Inc. Reports Second Quarter 2008 Financial Results and Announces Acquisition of Double Hull Aframax Tanker Expanding Fleet to 12 Vessels
August 11, 2008, Athens, Greece. OceanFreight Inc. (NASDAQ: OCNF), a global provider of marine transportation services, today announced its financial results for the quarter ended June 30, 2008.
Financial Highlights
·
For the second quarter of 2008 the Company reported Net Income of $23.9 million or $1.65 per common and subordinated share. Excluding a non-cash gain of $10.1 million associated with the valuation of the Company’s interest rate swaps, Net Income for the second quarter of 2008 amounted to $13.8 million or $0.95 per common and subordinated share.
·
OceanFreight’s Board of Directors has declared a dividend of $0.77 per share for the second quarter of 2008. The dividend is payable on or about August 14, 2008, to common and subordinated shareholders of record as of August 4, 2008.
Other Developments
·
On August 7, 2008, the Company entered into an agreement to acquire the M/T Tamara, a 1990 built double hull 95,793 dwt Aframax crude oil carrier from interests associated with Mr. George Economou for a purchase price of $39 million. Delivery of the vessel is expected within October 2008.
·
On August 8, 2008 the Company entered into an agreement to time charter the M/T Tamara for a period of approximately two years to Heidmar LLC at a gross daily rate of $ 27,000 per day. The time charter is expected to commence concurrently with the vessel's delivery to the Company. A company associated with Mr. George Economou owns 49% of Heidmar.
Anthony Kandylidis, the Company’s President and Chief Executive Officer, commented:
“I am pleased with our financial results for the second quarter of 2008, which were driven by the high fleet utilization levels we attained for yet another quarter. With the acquisition of the M/T Tamara and its subsequent time charter to a major U.S. based operator, we continue to deliver on our stated strategy. Our further expansion into the tanker sector enables us to capitalize on the presently attractive rates and the future prospects of that sector.
In the span of 16 months since going public we have grown OceanFreight from a fleet of seven bulk carriers to a fleet of twelve vessels comprised of nine bulk carriers and three crude oil tankers while maintaining a prudent leverage structure. We have declared five consecutive quarterly dividends totaling $3.21 per share. We believe that our high time charter coverage will enable us to continue to pay quarterly dividends consistent with our dividend policy. Our annualized dividend yield based on the closing price of $17.36 on August 8th stands at 18%. Currently, we have fixed under time charter employment 97% of our remaining operating days in 2008, 94% in 2009 and 60% in 2010 basis mid-point redeliveries. The average remaining duration of our contracts is approximately 2.3 years, which translates into significant visibility and predictability. We remain committed to our stat ed business strategy since we went public of seeking opportunities to grow and diversify our fleet within multiple shipping sectors while we aim to deliver consistent returns to our shareholders.”
Second Quarter 2008 Results
For the quarter ended June 30, 2008, Gross Revenue amounted to $39.9 million and Operating Income amounted to $17.7 million.
Net Income for the second quarter of 2008 was $23.9 million or $1.65 per common and subordinated share calculated on 14,531,896weighted average common and subordinated shares outstanding. This Net Income figure includes a non-cash gain of $10.1 million associated with the valuation of the Company’s interest rate swaps. Excluding the above non-cash item Net Income for the second quarter of 2008 amounted to $13.8 million or $0.95 per common and subordinated share.
Net cash provided by operating activities was $26,477 and EBITDA for the second quarter of 2008 was $38.2 million1.
An average of 11 vessels were owned and operated during the second quarter of 2008, earning an average Time Charter Equivalent, or TCE, rate of $35,672 per day.
Capitalization
On June 30, 2008, debt (debt, net of deferred financing fees) to total capitalization (debt, net of deferred financing fees, and stockholders' equity) was 58.6% and net debt (debt less cash and cash equivalents) to total capitalization was 52.8%.
As of June 30, 2008, the Company had a total liquidity of approximately $31.1 million.
Capital expenditures
One of our Panamax drybulk carriers is scheduled for drydocking for a period of approximately 35 days in the fourth quarter of 2008. It is the policy of the Company to expense drydocking costs as incurred.
Dividend Payment
OceanFreight’s Board of Directors declared a dividend of $0.77 per share in respect of the second quarter of 2008. The dividend is payable on or about August 14, 2008, to common and subordinated shareholders of record as of August 4, 2008. Upon payment of the dividend, the subordination period as defined in our Amended and Restated Articles of Incorporation will end and all of our 2,085,150 outstanding subordinated shares will be converted into common shares.
Since the Company’s listing on the NASDAQ Global Market in April 2007, OceanFreight has declared five consecutive quarterly dividends totaling $3.21 per common and subordinated share.
Fleet Data
|
| June 30, 2008 |
Average number of vessels(1) |
| 11.00 |
Total voyage days for fleet(2) |
| 1,001 |
Total calendar days for fleet(3) |
| 1,001 |
Fleet Utilization(4) |
| 100.0% |
Time charter equivalent(5) |
| 35,672 |
Vessel operating expenses (daily)(6) |
| 5,927 |
Management fees (daily) |
| 580 |
General and administrative expenses (daily)(7) |
| 1,117 |
Total vessel operating expenses (daily)(8) |
| 7,624 |
; &n bsp; ; &n bsp; ; &n bsp;
(1) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
(2) Total voyage days for fleet are the total days the vessels were in our possession for the relevant period net of off hire.
(3) Calendar days are the total days the vessels were in our possession for the relevant period including off hire days.
(4) Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period.
(5) Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing gross revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.
(6) Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.
(7) Daily general and administrative expense is calculated by dividing general and administrative expense by fleet calendar days for the relevant time period.
(8) Total vessel operating expenses, or TVOE is a measurement of our total expenses associated with operating our vessels. TVOE is the sum of vessel operating expenses, management fees and general and administrative expenses. Daily TVOE is calculated by dividing TVOE by fleet calendar days for the relevant time period.
The following table reflects the calculation of our TCE rates for the periods then ended:
|
| 3 Months Ended |
(Dollars in thousands) |
| 30-Jun-08 |
|
|
|
Gross revenues |
| 39,915 |
Voyage expenses |
| (4,207) |
|
|
|
Time Charter equivalent revenues |
| 35,708 |
|
|
|
Total voyage days for fleet |
| 1,001 |
Time charter equivalent (TCE) rate |
| 35,672 |
Financial Statements
The following are OceanFreight Inc.’s Consolidated Statements of Income for the three month periods ended June 30, 2008 and 2007:
|
| 3 Months Ended |
| 3 Months Ended |
(Dollars in thousands, except for share and per share data) |
| June 30, 2008 |
| June 30, 2007 |
|
| Unaudited |
| Unaudited |
INCOME STATEMENT DATA |
|
|
|
|
|
|
|
|
|
Voyage revenues | $ | 37,349 | $ | 1,814 |
Imputed revenue |
| 2,566 |
| 316 |
Gross Revenue |
| 39,915 |
| 2,130 |
|
|
|
|
|
Voyage expenses |
| (4,207) |
| (89) |
Vessels operating expenses |
| (5,930) |
| (543) |
Depreciation |
| (10,370) |
| (690) |
Management fees |
| (580) |
| (102) |
General and administrative expenses |
| (1,118) |
| (1,069) |
Operating Income |
| 17,710 |
| (363) |
|
|
|
|
|
Interest and finance costs |
| (4,007) |
| (62) |
Interest income |
| 142 |
| 1,308 |
Gain on derivative instruments |
| 10,110 |
| - |
Net Income | $ | 23,955 | $ | 883 |
Basic and fully diluted earnings per common share | $ | 1.65 | $ | 0.14 |
Weighted average number of shares outstanding |
| 14,531,896 |
| 6,267,120 |
The following are OceanFreight Inc.’s Consolidated Balance Sheets as at June 30, 2008 and December 31, 2007:
OCEANFREIGHT INC. | |||||
Consolidated Balance Sheets | |||||
June 30, 2008 and December 31, 2007 | |||||
(Expressed in thousands of U.S. Dollars – except for share and per share data) | |||||
|
|
|
|
| |
|
| 2008 (Unaudited) |
| 2007 (Audited) | |
ASSETS |
|
|
|
| |
CURRENT ASSETS: |
|
|
|
| |
| Cash and cash equivalents | $ | 31,060 | $ | 19,044 |
| Accounts receivable |
| 2,221 |
| 226 |
| Inventories |
| 2,413 |
| 678 |
| Prepayments and other |
| 1,904 |
| 763 |
| Total current assets |
| 37,598 |
| 20,711 |
|
|
|
|
|
|
FIXED ASSETS, NET: |
|
|
|
| |
|
|
|
|
|
|
| Vessels, net |
| 530,491 |
| 485,280 |
| Other, net |
| 51 |
| 61 |
| Total fixed assets, net |
| 530,542 |
| 485,341 |
|
|
|
|
|
|
OTHER NON CURRENT ASSETS: |
|
|
|
| |
| Deferred financing fees, net |
| 1,765 |
| 1,860 |
| derivative asset |
| 6,347 |
| - |
Other, net |
| 195 |
| 13 | |
Total other non current assets, net |
| 8,307 |
| 1,873 | |
|
|
|
|
|
|
| Total assets | $ | 576,447 | $ | 507,925 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
| |
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
| |
| Long-term debt | $ | 26,444 | $ | 16,000 |
| Accounts payable |
| 3,311 |
| 2,427 |
| Due to related parties |
| 330 |
| 742 |
| Accrued liabilities |
| 8,182 |
| 2,909 |
| Unearned revenue |
| 2,540 |
| 1,488 |
| Derivative liability |
| 1,533 |
| - |
| Imputed deferred revenue , current portion |
| 10,290 |
| 10,318 |
|
|
|
|
|
|
| Total current liabilities |
| 52,630 |
| 33,884 |
|
|
|
|
|
|
NON CURRENT LIABILITIES |
|
|
|
| |
Imputed deferred revenue, net of current portion |
| 10,928 |
| 16,031 | |
Long term debt, net of current portion |
| 290,056 |
| 244,600 | |
Total non current liabilities |
| 300,984 |
| 260,631 | |
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
| - |
| - | |
|
|
|
|
| |
STOCKHOLDERS' EQUITY: |
|
|
|
| |
| Preferred stock, $ 0.01 par value; 5,000,000 shares authorized, none issued |
| - |
| - |
| Common stock, $0.01 par value; 95,000,000 shares authorized; 12,459,343 and 12,394,079 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively |
| 125 |
| 124 |
| Subordinated Shares, par value $0.01; 10,000,000 shares authorized, 2,085,150 and 2,063,158 shares issued and outstanding at June 30, 2008 and December 31, 2007 respectively. |
| 21 |
| 21 |
| Additional paid-in capital |
| 219,618 |
| 218,263 |
| Accumulated earnings/(deficit) |
| 3,069 |
| (4,998) |
| Total stockholders' equity |
| 222,833 |
| 213,410 |
| Total liabilities and stockholders' equity | $ | 576,447 | $ | 507,925 |
|
|
|
|
|
|
EBITDA Reconciliation
OceanFreight Inc. considers EBITDA to represent net income before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles, or U.S. GAAP, and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which the Company assesses its liquidity position, it is used by our lenders as a measure of our compliance with certain loan covenants and because the Company believes that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness.
The following table reconciles net cash provided by operating activities to EBITDA:
(Dollars in thousands) | 3 Months Ended |
| 30-Jun-08 |
|
|
Net cash provided by operating activities | 26,477 |
Net increase in current assets, excluding cash and cash equivalents | 1,365 |
Net (increase) in current liabilities, excluding derivative liability, current portion of long term debt and current portion of imputed deferred revenue | (4,839) |
Net Interest expense | 3,865 |
Gain in derivative instruments | 10,110 |
Amortization of stock based compensation | (1,233) |
Amortization of imputed deferred revenue | 2,566 |
Amortization of deferred financing costs included in interest expense | (121) |
EBITDA | 38,190 |
Fleet List
The table below describes in detail our fleet development and current employment profile as of August 11, 2008:
| Year Built |
| DWT |
| Type | Current Employment |
| Gross Rate Per Day |
| Earliest Redelivery | Latest Redelivery | ||
DRYBULK |
|
|
|
|
|
|
|
|
|
|
| ||
Trenton | 1995 |
|
| 75,229 |
| Panamax | TC |
| $ | 26,000 |
| Apr-2010 | Jun-10 |
Pierre | 1996 |
|
| 70,316 |
| Panamax | TC |
| $ | 23,000 |
| Jun-10 | Oct-10 |
Austin | 1995 |
|
| 75,229 |
| Panamax | TC |
| $ | 26,000 |
| Apr-10 | Jun-10 |
Juneau | 1990 |
|
| 149,495 |
| Capesize | TC |
| $ | 48,700 |
| Sep-09 | Oct-09 |
Lansing | 1996 |
|
| 73,040 |
| Panamax | TC |
| $ | 24,000 |
| May-09 | Sep-09 |
Helena | 1999 |
|
| 73,744 |
| Panamax | TC |
| $ | 32,000 |
| Apr-12 | Dec-12 |
Topeka | 2000 |
|
| 74,710 |
| Panamax | TC |
| $ | 23,100 |
| Oct-10 | May-11 |
Richmond | 1995 |
|
| 75,265 |
| Panamax | TC |
| $ | 29,100 |
| Dec-09 | Apr-10 |
Augusta | 1996 |
|
| 69,053 |
| Panamax | TC |
| $ | 61,500 |
| Nov-08 | Jan-09 |
Vessel’s next charter |
|
| TC |
| $ | 42,100 |
| Nov-11 | Feb-12 | ||||
TANKERS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pink Sands | 1993 |
|
| 93,723 |
| Aframax | TC |
| $ | 27,450 |
| Dec-10 | Jan-11 |
Olinda | 1996 |
|
| 149,085 |
| Suezmax | TC |
| $ | 41,025 |
| Jul-10 | Aug-10 |
Conference Call and Webcast: August 12, 2008, at 08:30 A.M. EDT
OceanFreight management team will host a conference call on August 12, 2008, at 08:30 a.m. Eastern Daylight Time to discuss the Company’s financial results for the Second Quarter 2008.
Conference Call details:
Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1 866 819 7111 (US Toll Free Dial In), 0800 953 0329 (UK Toll Free Dial In) or +44 (0) 1452 542 301 (Standard International Dial In). Please quote "OceanFreight".
In case of any problem with the above numbers, please dial 1 866 223 0615 (US Toll Free Dial In), 0800 694 1503 (UK Toll Free Dial In) or +44 (0) 1452 586 513 (Standard International Dial In). Quote "OceanFreight".
A telephonic replay of the conference call will be available until Tuesday, August 19, 2008 by dialling 1 866 247 4222 (US Toll Free Dial In), 0800 953 1533 (UK Toll Free Dial In) or +44 (0) 1452 500 000 (Standard International Dial In). Access Code: 7445162#.
Slides and audio webcast:
There will also be a simultaneous live webcast over the Internet, through the OceanFreight Inc. website (www.oceanfreightinc.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
About OceanFreight Inc.
OceanFreight Inc. was incorporated in 2006 to acquire high quality secondhand vessels and deploy them on medium and long term charters. The Company began operations with the delivery of its first vessel in June 2007 and currently owns and operates a fleet of eleven vessels, consisting of one Capesize drybulk carrier, eight Panamax drybulk carriers, one Suezmax tanker and one Aframax tanker with a total carrying capacity of 978,889 dwt, and has entered into an agreement to acquire an additional Aframax tanker with a carrying capacity of 95,793 dwt.
OceanFreight’s Inc. common stock is listed on the NASDAQ Global Market where it trades under the symbol "OCNF".
Visit our website atwww.oceanfreightinc.com .
Forward-Looking Statement
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, 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, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although OceanFreight Inc. 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, OceanFreight Inc. cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charterhire rates and vessel values, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled drydocking, changes in OceanFreight Inc.'s operating expenses, including bunker prices, dry-docking and insurance costs, or 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 or acts by terrorists.
Risks and uncertainties are further described in reports filed by OceanFreight Inc. with the US Securities and Exchange Commission.
Company Contact:
Michael Gregos
Chief Operating Officer
Tel: +30-210-809-0514
E-mail: management@oceanfreightinc.com
Investor Relations/Media:
Nicolas Bornozis
Capital Link, Inc. (New York)
Tel: +1-212-661-7566
E-mail: nbornozis@capitallink.com
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.
OCEANFREIGHT INC.
(Registrant)
Dated: August 11, 2008
By:
/s/ Anthony Kandylidis
Anthony Kandylidis
Chief Executive Officer
Footnotes
1Please see later in this release for a reconciliation of EBITDA to net cash provided by Operating activities.