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 2011
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.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is the press release of OceanFreight Inc. (the "Company") dated August 23, 2011: OceanFreight Inc. Reports Financial Results for the Second Quarter of 2011.
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.
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OCEANFREIGHT INC.
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(Registrant)
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By:/s/ Anthony Kandylidis
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Chief Executive Officer
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Dated: August 24, 2011
Exhibit 99.1
OceanFreight Inc. Reports Financial Results
for the Second Quarter of 2011
August 23
, 2011
, Athens, Greece. OceanFreight Inc. (NASDAQ: OCNF), a global provider of marine transportation services, today announced its financial results for the quarter ended June 30, 2011.
Financial Highlights
For the three-month period ended June 30, 2011 the Company reported a Net Loss of $1 million or $0.16 basic and diluted loss per share. Included in these results is a loss of $2.0 million associated with the sale of M/T Olinda.
Excluding this item, Net Income for the second quarter of 2011 would amount to $1 million or $0.16 cents basic and diluted earnings per share.
Recent Developments
On July 20, 2011, we received notice from the Nasdaq Stock market that the Company has regained compliance with the minimum bid price of $1.00 per share and the noncompliance matter is now closed.
On July 26, 2011, we entered into a definitive agreement for DryShips Inc. to acquire the outstanding shares of the Company for a consideration per share of $19.85, consisting of $11.25 in cash and 0.52326 of a share of common stock of Ocean Rig UDW Inc. or $8.6 based on the last traded price as of July 25, 2011 of $16.44. Ocean Rig UDW Inc. is a global provider of offshore ultra deepwater drilling services that is 78% owned by DryShips. Under the terms of the transaction, the Ocean Rig shares are to be listed on the Nasdaq Global Select Market upon the closing of the merger.
Prof. John Liveris, the Chairman of the Company's Board of Directors, commented:
"The highlight of the most recent developments is OceanFreight's merger with DryShips. This merger enables our shareholders to realize the value created from the significant repositioning of the company's fleet and employment profile. This value unfortunately was not reflected in our stock price. Additionally, we are pleased to provide our shareholders with the opportunity to participate in Ocean Rig, a growing company in the ultra deep water drilling sector. We believe that OceanFreight's four-year journey in the public markets has reached a worthy homeport."
Second Quarter 2011 Results
For the quarter ended June 30, 2011, Voyage Revenues amounted to $15.0 million and Operating Income amounted to $0.7 million. Net Loss amounted to $1 million. Net cash provided by operating activities was $13.6 million and Adjusted EBITDA
(*)
for the second quarter of 2011 was $7.7 million.
An average of 6.6 vessels were owned and operated during the second quarter of 2011, earning an average Time Charter Equivalent, or TCE rate, of $24,352 per day.
(*) Please see later in this release for a reconciliation of adjusted EBITDA to net cash provided by operating activities.
Fleet Data
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Three Months Ended
June 30,
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2010
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2011
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Average number of vessels
(1)
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11.6
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6.6
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Total voyage days for fleet
(2)
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952
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574
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Total calendar days for fleet
(3)
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1,050
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600
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Time charter equivalent (TCE) daily rate
(4)
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$
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23,812
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$
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24,352
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Fleet utilization
(5)
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90.7
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%
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95.7
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%
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(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) Time charter equivalent rate, 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.
(5) 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.
The following table reflects the calculation of our TCE daily rates for the periods then ended:
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(Dollars in thousands, except
Average Daily results – unaudited)
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Three Months Ended
June 30,
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2010
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2011
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Voyage revenue and imputed deferred revenue
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24,043
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14,918
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Voyage expenses
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(1,374
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)
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(940
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)
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Revenue on a time charter basis
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22,669
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13,978
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Total voyage days for fleet
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952
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574
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Time charter equivalent (TCE) daily rate
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$
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23,812
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$
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24,352
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Financial Statements
The following are OceanFreight Inc.'s Consolidated Statements of Operations for the three-month periods ended June 30, 2010 and 2011:
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Three Months Ended June 30,
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(Dollars in thousands, except for share and per share data)
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2010
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2011
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STATEMENT OF OPERATIONS DATA
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(unaudited)
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(unaudited)
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Voyage revenues
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$
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24,014
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$
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14,918
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Gain on forward freight agreements
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261
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-
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Imputed revenue
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29
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-
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Gross revenue
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24,304
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14,918
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Voyage expenses
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(1,374
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(940
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Vessels operating expenses
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(10,983
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)
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(5,072
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)
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Depreciation
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(6,833
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(4,149
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)
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General and administrative expenses
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(1,490
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)
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(1,920
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Survey and drydocking costs
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(1,336
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)
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-
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Gain/(loss) on sale of vessels and vessels held for sale
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1,491
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(2,049
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)
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Operating income
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3,779
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788
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Interest income
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41
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149
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Interest expense and finance costs
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(1,143
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(624
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Loss on derivative instruments
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(3,490
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(1,289
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Net loss
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$
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(813
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$
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(976
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Loss per common share, basic and diluted
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$
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(0.24
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$
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(0.16
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Weighted average number of common shares, basic and diluted
(1)
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3,341,355
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5,926,598
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(1) The weighted average number of common shares gives effect to the 1:20 reverse stock split which took place on July 6, 2011
The following are OceanFreight Inc.'s Consolidated Balance Sheets as of December 31, 2010 and June 30, 2011:
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(Dollars in thousands, except per share data)
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2010
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2011
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ASSETS
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(audited)
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(unaudited)
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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9,549
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$
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19,275
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Vessels held for sale
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88,274
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-
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Other current assets
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11,931
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4,962
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Total current assets
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109,754
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24,237
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FIXED ASSETS, NET
:
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Vessels under construction
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46,618
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87,438
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Vessels, net of accumulated depreciation
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311,144
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303,010
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Other, net of accumulated depreciation
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597
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478
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Total fixed assets, net
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358,359
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390,926
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OTHER NON-CURRENT ASSETS
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Restricted cash
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5,511
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3,011
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Other non –current assets
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5,239
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5,443
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Total assets
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478,863
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423,617
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES:
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Current portion of long-term debt
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82,331
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26,524
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Other current liabilities
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28,980
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17,015
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Total current liabilities
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111,311
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43,539
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NON –CURRENT LIABILITIES:
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Derivative liability, net of current portion
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4,875
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3,361
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Long-term debt, net of current portion
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127,441
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116,319
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Total non-current liabilities
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132,316
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119,680
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STOCKHOLDERS' EQUITY:
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235,236
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260,398
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Total liabilities and stockholders' equity
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478,863
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423,617
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Adjusted EBITDA Reconciliation
OceanFreight Inc. considers EBITDA to represent net income before interest, taxes, depreciation and amortization. Adjusted EBITDA excludes loss on sale of vessels and impairment on vessels. EBITDA and Adjusted EBITDA do not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. GAAP and our calculation of EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is included in this earnings release because it is a basis upon which we assess our liquidity position, because it is used by our lenders as a measure of our compliance with certain loan covenants and because we believe that it presents useful information to investors regarding our ability to service and/or incur indebtedness.
The following table reconciles Net cash provided by operating activities to EBITDA as adjusted for the effect of the loss from the sale of vessels and impairment loss:
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Three Months Ended
June 30,
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(amounts in thousands of U.S. dollars)
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2010
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2011
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Net cash provided by/(used in) operating activities
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4,477
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13,629
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Net increase/(decrease) in operating assets
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6,709
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(6,796
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)
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Net (increase)/decrease in operating liabilities
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(7,575
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)
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(1,315
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)
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Net interest expense
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3,197
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2,267
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Amortization of deferred financing costs included in interest expense (*)
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(140
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(74
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Adjusted EBITDA
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6,668
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7,711
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(*) Net interest expense includes the realized loss of interest rate swaps included in "Loss on interest rate swaps" in the interim consolidated unaudited statements of operations.
Fleet List
The table below describes our fleet and current employment profile as of August 22, 2011:
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Vessel Name
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Year
Built
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DWT
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Type
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Current Employment
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Gross Rate
per Day
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Earliest Redelivery
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Latest
Redelivery
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Drybulk Vessels
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M/V Robusto
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2006
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173,949
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Capesize
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TC
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26,000
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Aug-14
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Mar-18
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M/V Cohiba
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2006
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174,200
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Capesize
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TC
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26,250
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Oct-14
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May-18
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M/V Montecristo
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2005
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180,263
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Capesize
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TC
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23,500
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May-14
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Jan-18
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M/V Partagas
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2004
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173,880
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Capesize
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TC
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27,500
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Jul-12
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Dec-12
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M/V Topeka
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2000
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74,710
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Panamax
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TC
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15,000
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Jan-12
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Apr-13
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M/V Helena
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1999
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73,744
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Panamax
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TC
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32,000
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May-12
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Oct-16
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|
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Vessels to be Acquired
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|
|
|
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|
|
|
|
|
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|
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Newbuilding VLOC #1
(1)
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2012
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206,000
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Capesize
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TC
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25,000
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Apr-15
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Apr-20
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Newbuilding VLOC #2
(2)
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2012
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206,000
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Capesize
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TC
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23,000
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Aug -17
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Aug -22
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Newbuilding VLOC #3
(3)
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2012
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206,000
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Capesize
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TC
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21,500
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Oct-19
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Oct-26
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Newbuilding VLOC #4
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2012
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206,000
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Capesize
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Spot
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|
|
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Newbuilding VLOC #5
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2013
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206,000
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Capesize
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Spot
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(1)
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Upon delivery of the vessel, which is expected in the second quarter of 2012, it is scheduled to commence time charter employment for a minimum period of three years at a gross daily rate of $25,000.
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(2)
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Upon delivery of the vessel, which is expected in the third quarter of 2012, it is scheduled to commence time charter employment for a minimum period of five years at a gross daily rate of $23,000. In addition, the time charter contract provides for a 50% profit sharing arrangement when the daily Capesize average time charter rate is between $23,000 and $40,000 per day.
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(3)
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Upon delivery of the vessel, which is expected in the fourth quarter of 2012, it is scheduled to commence time charter employment for a minimum period of seven years at a gross daily rate of $21,500. In addition, the time charter contract provides for a 50% profit sharing arrangement when the daily Capesize average time charter rate is between $21,500 and $38,000 per day.
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About OceanFreight Inc.
OceanFreight Inc. is an owner and operator of drybulk vessels that operate worldwide. OceanFreight owns a fleet of eleven vessels, comprised of six drybulk vessels (four Capesize and two Panamaxes) and five newbuilding Very Large Ore Carriers (VLOC) with a combined deadweight tonnage of about 1.9 million tons.
OceanFreight Inc.'s common stock is listed on the NASDAQ Global Market where it trades under the symbol "OCNF". Visit our website at
www.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 charter hire 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 U.S. Securities and Exchange Commission.
Investor Relations/Media:
Nicolas Bornozis
Capital Link, Inc. (New York)
Tel: +1-212-661-7566
E-mail: oceanfreight@capitallink.com
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