RT Holdings, LLC (Marshall Islands) Ridgebury Holdings LLC. (Marshall Islands) 100% 36% Ridgebury Crude Tankers LLC
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- Brice Tate
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1 Corporate Structure RT Holdings, LLC (Marshall Islands) 100% Ridgebury Holdings LLC (Marshall Islands) 100% Ridgebury Tankers LLC (Marshall Islands) 100% 36% Ridgebury Crude Tankers LLC (Marshall Islands) Ridgebury V4 Investments LLC (Marshall Islands) Ridgebury Bravo LLC Ridgebury John B (MR 2007) Ridgebury Charlie LLC Ridgebury Julia M (MR 2007) Ridgebury Delta LLC Ridgebury Alexandra Z (MR 2009) Ridgebury Echo LLC Ridgebury Katherine Z (MR 2009) Ridgebury Foxtrot LLC Ridgebury Cindy A (MR 2009) Ridgebury Golf LLC Ridgebury Rosemary E (MR 2009) Ridgebury Management LLC (Delaware) Operational / Management Entity Ridgebury Management (Cyprus) Ltd. Operational / Management Entity Ridgebury Alpha LLC Ridgebury Lessley B (Suez 2013) Ridgebury Romeo LLC Ridgebury Nicholas A (Suez 2007) Ridgebury Sierra LLC Ridgebury Astari (Suez 2002) Ridgebury Tango LLC Ridgebury Captain Drogin (Suez 2007) Ridgebury Uniform LLC Ridgebury Mary Selena (Suez 2006) Ridgebury Victor LLC Ridgebury Lindy B (Suez 2007) Ridgebury Whiskey LLC Ridgebury John Zipser (Suez 2009) Ridgebury Yankee LLC Ridgebury Sally B (Afra 2003) Ridgebury Zulu LLC Ridgebury Alice M (Afra 2003) Ridgebury Juliet LLC Ridgebury Pride (VLCC 2000) Ridgebury Kilo LLC Ridgebury Progress (VLCC 2000) Ridgebury Lima LLC Ridgebury Pioneer (VLCC 1999) Ridgebury Mike LLC Ridgebury Purpose (VLCC 2000) 1
2 CONSOLIDATED BALANCE SHEET December 31, 2015 CURRENT ASSETS CASH 10,162,783 ACCOUNTS RECEIVABLE 7,089,628 PREPAID EXPENSES AND WORKING CAPITAL 8,713,773 INVENTORY 1,116,948 TOTAL CURRENT ASSETS 27,083,133 NONCURRENT ASSETS VESSELS, NET OF DEPRECIATION OF $25,565, ,344,772 FIXED ASSETS, NET OF DEPRECIATION OF $149,008 1,132,758 DEFERRED DRYDOCK COSTS, NET OF AMORTIZATION OF $358, ,678 DEFERRED FINANCING, NET OF AMORTIZATION OF $3,363,279 2,170,346 RESTRICTED CASH 7,500,000 TOTAL NONCURRENT ASSETS 310,949,554 TOTAL ASSETS 338,032,687 CURRENT LIABILITIES ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 4,112,797 TOTAL CURRENT LIABILITIES 4,112,797 LONG TERM LIABILITIES SENIOR SECURED BOND 190,000,000 TOTAL LIABILITIES 194,112,797 MEMBERS EQUITY 143,919,890 TOTAL LIABILITIES AND MEMBERS EQUITY 338,032,687
3 CONSOLIDATED STATEMENT OF OPERATIONS For the Period from January 1, 2015 to December 31, 2015 REVENUES 3 Months Ended December 31, 2015 December 31, 2015 POOL 29,458, ,806,899 TOTAL REVENUES 29,458, ,806,899 OPERATING EXPENSES VOYAGE EXPENSE (18,543) 787,007 VESSEL OPERATING EXPENSE 5,829,919 23,293,077 GENERAL AND ADMINISTRATIVE 895,518 3,417,742 DEPRECIATION 3,868,833 15,470,343 AMORTIZATION 64, ,104 TOTAL EXPENSES 10,640,443 43,226,274 OPERATING INCOME/(LOSS) 18,818,114 76,580,625 OTHER EXPENSE INTEREST EXPENSE AND FINANCING COSTS 4,134,631 17,118,383 NET INCOME/(LOSS) 14,683,483 59,462,242
4 CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY For the Period from January 1, 2015 to December 31, 2015 MEMBERS' EQUITY - JANUARY 1, ,044,606 NON-CASH ADJUSTMENT FROM TRANSFER OF SUBSIDIARIES (8,586,958) NET INCOME/(LOSS) 59,462,242 MEMBERS' EQUITY - DECEMBER 31, ,919,890
5 CONSOLIDATED STATEMENT OF CASH FLOWS For the Period from January 1, 2015 to December 31, 2015 CASH FLOWS FROM OPERATING ACTIVITIES: 3 Months Ended December 31, 2015 December 31, 2015 NET INCOME/(LOSS) 20,459,990 59,462,242 ADJUSTMENTS TO RECONCILE NET INCOME/(LOSS) TO NET CASH USED IN OPERATING ACTIVITIES: DEPRECIATION 4,912,843 15,470,343 AMORTIZATION OF DRYDOCK AND OTHER COSTS 66, ,104 AMORTIZATION OF DEBT FINANCING 453,449 2,097,131 CHANGES IN ASSETS AND LIABILITIES: ACCOUNTS RECEIVABLE (3,428,471) (1,734,596) PREPAID EXPENSES AND WORKING CAPITAL (8,620,793) (10,418,828) INVENTORY (242,609) (149,119) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 3,302,846 (2,153,672) NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES 16,903,943 62,831,605 CASH FLOWS FROM INVESTING ACTIVITIES: ADDITIONS TO VESSELS AND FIXED ASSETS - (121,544) ACQUISITION OF SUBSIDIARIES (23,153,065) (44,435,475) NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES (23,153,065) (44,557,018) CASH FLOWS FROM FINANCING ACTIVITIES: REPAYMENT OF SENIOR BOND - (20,000,000) NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES - (20,000,000) NET INCREASE/(DECREASE) IN CASH (6,249,122) (1,725,414) CASH BALANCE - BEGINNING 16,411,905 11,888,197 CASH BALANCE - ENDING 10,162,783 10,162,783
6 CONSOLIDATED BALANCE SHEET December 31, 2015 Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Crude Tankers LLC Alpha LLC Romeo LLC Sierra LLC Tango LLC Uniform LLC Victor LLC Whiskey LLC Yankee LLC Zulu LLC Consolidating Eliminations Consolidated Lessley B Nicholas A Astari Capt Drogin Mary Selena Lindy B John Zipser Sally B Alice M CURRENT ASSETS CASH 10,162, ,162,783-10,162,783 ACCOUNTS RECEIVABLE 7,089, ,089,628-7,089,628 DUE FROM AFFILIATES 1,091,472 16,670,883 13,216,443 13,146,084 14,127,733 11,973,282 12,363,081 15,213,050 2,885, ,687,908 (100,687,908) - PREPAID EXPENSES AND WORKING CAPITAL 40,588 1,115, ,537 1,031,008 1,035,300 1,107,969 1,108,433 1,113,739 1,112, ,965 8,713,773-8,713,773 INVENTORY - 151, , ,062 57,308 81,316 90, ,643 85,848 93,530 1,116,948-1,116,948 INVESTMENT IN SUBSIDIARIES 314,328, ,328,441 (314,328,441) - TOTAL CURRENT ASSETS 332,712,912 17,937,866 13,487,568 14,366,154 15,220,341 13,162,567 13,562,394 16,532,433 4,083,751 1,033, ,099,483 (415,016,350) 27,083,133 NONCURRENT ASSETS VESSELS, NET OF DEPRECIATION - 46,974,562 32,840,100 21,527,637 36,631,331 37,630,960 40,414,080 39,841,766 21,712,720 21,771, ,344, ,344,772 FIXED ASSETS, NET OF DEPRECIATION - 466,771 41, , , ,668 77,987 49,537 1,132,758-1,132,758 DEFERRED DRYDOCK COSTS, NET OF AMORTIZATION , , ,678 DEFERRED FINANCING, NET OF AMORTIZATION 2,170, ,170,346-2,170,346 RESTRICTED CASH 7,500, ,500,000-7,500,000 TOTAL NONCURRENT ASSETS 9,670,346 47,441,333 32,882,062 21,527,637 36,631,331 37,821,898 40,549,976 40,813,112 21,790,707 21,821, ,949, ,949,554 TOTAL ASSETS 342,383,258 65,379,199 46,369,630 35,893,791 51,851,672 50,984,465 54,112,371 57,345,544 25,874,457 22,854, ,049,036 (415,016,350) 338,032,687 CURRENT LIABILITIES ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 4,334,123 (152,475) (166,800) (13,529) (135,192) 135,146 (103,728) (20,620) 188,198 47,674 4,112,797-4,112,797 DUE TO AFFILIATES 99,596, ,091, ,687,908 (100,687,908) - TOTAL CURRENT LIABILITIES 103,930,560 (152,475) (166,800) (13,529) (135,192) 135,146 (103,728) (20,620) 188,198 1,139, ,800,705 (100,687,908) 4,112,797 LONG TERM LIABILITIES SENIOR SECURED BOND 190,000, ,000, ,000,000 TOTAL LIABILITIES 293,930,560 (152,475) (166,800) (13,529) (135,192) 135,146 (103,728) (20,620) 188,198 1,139, ,800,705 (100,687,908) 194,112,797 MEMBERS EQUITY 48,452,698 65,531,674 46,536,429 35,907,321 51,986,864 50,849,319 54,216,099 57,366,164 25,686,260 21,715, ,248,331 (314,328,441) 143,919,890 TOTAL LIABILITIES AND MEMBERS EQUITY 342,383,258 65,379,199 46,369,630 35,893,791 51,851,672 50,984,465 54,112,371 57,345,544 25,874,457 22,854, ,049,036 (415,016,350) 338,032,687
7 CONSOLIDATING STATEMENT OF OPERATIONS For the Period from January 1, 2015 to December 31, 2015 Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Crude Tankers LLC Alpha LLC Romeo LLC Sierra LLC Tango LLC Uniform LLC Victor LLC Whiskey LLC Yankee LLC Zulu LLC Consolidating Lessley B Nicholas A Astari Capt Drogin Mary Selena Lindy B John Zipser Sally B Alice M REVENUES POOL - 14,194,181 14,193,178 13,727,177 14,114,410 13,399,049 13,924,786 14,308,992 10,507,233 11,437, ,806,899 TOTAL REVENUES - 14,194,181 14,193,178 13,727,177 14,114,410 13,399,049 13,924,786 14,308,992 10,507,233 11,437, ,806,899 OPERATING EXPENSES VOYAGE EXPENSE - 54,942 47, ,102 52, , ,872 56, ,795 81, ,007 VESSEL OPERATING EXPENSE - 2,466,333 2,433,357 3,067,484 2,334,163 2,983,741 2,534,572 2,496,031 2,615,710 2,361,686 23,293,077 GENERAL AND ADMINISTRATIVE 3,415, ,071-3,417,742 DEPRECIATION - 1,818,108 1,597,579 1,395,636 1,810,668 2,032,177 2,159,213 1,812,636 1,452,208 1,392,118 15,470,343 AMORTIZATION - 7,968 1, ,644 2,628 2, ,104 TOTAL EXPENSES 3,415,671 4,347,351 4,079,264 4,575,222 4,197,507 5,148,581 4,797,657 4,608,615 4,218,412 3,837,993 43,226,274 OPERATING INCOME/(LOSS) (3,415,671) 9,846,830 10,113,914 9,151,955 9,916,903 8,250,468 9,127,129 9,700,377 6,288,821 7,599,900 76,580,625 OTHER EXPENSE INTEREST EXPENSE AND FINANCING COSTS 17,118, ,118,383 NET INCOME/(LOSS) (20,534,054) 9,846,830 10,113,914 9,151,955 9,916,903 8,250,468 9,127,129 9,700,377 6,288,821 7,599,900 59,462,242
8 CONSOLIDATING STATEMENT OF CASH FLOWS For the Period from January 1, 2015 to December 31, 2015 Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Ridgebury Crude Tankers LLC Alpha LLC Romeo LLC Sierra LLC Tango LLC Uniform LLC Victor LLC Whiskey LLC Yankee LLC Zulu LLC Consolidated Elimination Consolidated Lessley B Nicholas A Astari Capt Drogin Mary Selena Lindy B John Zipser Sally B Alice M CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME/(LOSS) (20,534,054) 9,846,830 10,113,914 9,151,955 9,916,903 8,250,468 9,127,129 9,700,377 6,288,821 7,599,900 59,462,242-59,462,242 ADJUSTMENTS TO RECONCILE NET INCOME/(LOSS) TO NET CASH USED IN OPERATING ACTIVITIES: DEPRECIATION - 1,818,108 1,597,579 1,395,636 1,810,668 2,032,177 2,159,213 1,812,636 1,452,208 1,392,118 15,470,343-15,470,343 AMORTIZATION OF DRYDOCK AND OTHER COSTS - 7,968 1, ,644 2,628 2, , ,104 AMORTIZATION OF DEBT FINANCING 2,097, ,097,131-2,097,131 CHANGES IN ASSETS AND LIABILITIES: ACCOUNTS RECEIVABLE (1,734,596) (1,734,596) - (1,734,596) DUE FROM AFFILIATES 1,244,003 (11,972,752) (11,638,397) (10,919,834) (11,918,025) (10,499,296) (11,306,278) (11,983,124) (2,885,880) - (81,879,584) 81,879,584 - PREPAID EXPENSES AND WORKING CAPITAL 1, ,874 81, , , , , ,417 (3,465,284) (8,987,197) (10,418,828) - (10,418,828) INVENTORY - (84,389) (7,857) 22,577 54,278 (7,817) 42,504 10,964 (85,848) (93,530) (149,119) - (149,119) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (1,487,047) (10,639) (129,818) (51,626) (100,683) (14,851) (289,488) (92,960) (24,234) 47,674 (2,153,672) - (2,153,672) DUE TO AFFILIATES 83,123, (1,282,410) 38,407 81,879,584 (81,879,584) - NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES 62,710,062-17, ,750 29,006 19,954 - (0) 62,831,605-62,831,605 CASH FLOWS FROM INVESTING ACTIVITIES: ADDITIONS TO VESSELS AND FIXED ASSETS - - (17,834) - - (54,750) (29,006) (19,954) - - (121,544) - (121,544) ACQUISITION OF SUBSIDIARIES (44,435,475) (44,435,475) - (44,435,475) NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES (44,435,475) - (17,834) - - (54,750) (29,006) (19,954) - - (44,557,018) - (44,557,018) CASH FLOWS FROM FINANCING ACTIVITIES: REPAYMENT OF SENIOR BOND (20,000,000) (20,000,000) - (20,000,000) NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES (20,000,000) (20,000,000) - (20,000,000) NET INCREASE/(DECREASE) IN CASH (1,725,413) (1,725,413) - (1,725,414) CASH BALANCE - BEGINNING 11,888, ,888,197-11,888,197 CASH BALANCE - ENDING 10,162, ,162,783-10,162,783
9 RT HOLDINGS LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 2015 CURRENT ASSETS CASH 20,067,356 RESTRICTED CASH 3,001,490 ACCOUNTS RECEIVABLE 15,482,838 PREPAID EXPENSES AND WORKING CAPITAL 11,679,111 INVENTORY 2,018,387 INVESTMENT IN UNCONSOLIDATED ENTITY 54,123,234 TOTAL CURRENT ASSETS 106,372,417 NONCURRENT ASSETS VESSELS, NET OF DEPRECIATION OF $41,869, ,268,812 FIXED ASSETS, NET OF DEPRECIATION OF $476,361 2,728,600 DEFERRED DRYDOCK COSTS, NET OF AMORTIZATION OF $1,627,919 3,627,944 DEFERRED FINANCING, NET OF AMORTIZATION OF $4,282,815 2,926,043 RESTRICTED CASH 11,966,763 OTHER 15,561 TOTAL NONCURRENT ASSETS 465,533,723 TOTAL ASSETS 571,906,140 CURRENT LIABILITIES ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 9,393,197 DEMAND NOTE 41,648,877 CURRENT PORTION OF TERM LOAN 9,219,212 TOTAL CURRENT LIABILITIES 60,261,286 LONG TERM LIABILITIES SENIOR SECURED BOND 190,000,000 TERM LOAN, NET OF CURRENT PORTION 47,083,418 TOTAL LIABILITIES 297,344,704 MEMBERS EQUITY 274,561,436 TOTAL LIABILITIES AND MEMBERS EQUITY 571,906,140
10 RT HOLDINGS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS For the Period January 1, 2015 to December 31, 2015 REVENUES 3 Months Ended December 31, 2015 December 31, 2015 POOL 40,571, ,943,265 MANAGEMENT FEE 41, ,040 TOTAL REVENUES 40,612, ,617,305 OPERATING EXPENSES VOYAGE EXPENSE 290,262 1,396,501 VESSEL OPERATING EXPENSE 9,529,459 37,479,160 GENERAL AND ADMINISTRATIVE 2,033,304 8,124,305 DEPRECIATION 5,710,203 22,833,434 AMORTIZATION 282,733 1,057,499 TOTAL EXPENSES 17,845,961 70,890,899 OPERATING INCOME/(LOSS) 22,766,319 94,726,406 OTHER (INCOME)/EXPENSE INTEREST EXPENSE AND FINANCING COSTS 5,768,997 23,506,479 EQUITY IN EARNINGS OF UNCONSOLIDATED ENTITY (3,261,154) (3,723,234) NET INCOME/(LOSS) 20,258,476 74,943,161
11 RT HOLDINGS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S EQUITY For the Period January 1, 2015 to December 31, 2015 MEMBERS' EQUITY - JANUARY 1, ,707,320 SHARE-BASED COMPENSATION 1,910,955 NET INCOME/(LOSS) 74,943,161 MEMBERS' EQUITY - DECEMBER 31, ,561,436
12 RT HOLDINGS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS For the Period January 1, 2015 to December 31, 2015 CASH FLOWS FROM OPERATING ACTIVITIES: 3 Months Ended December 31, 2015 December 31, 2015 NET INCOME/(LOSS) 20,258,476 74,943,161 ADJUSTMENTS TO RECONCILE NET INCOME/(LOSS) TO NET CASH USED IN OPERATING ACTIVITIES: DEPRECIATION 5,710,203 22,833,434 AMORTIZATION OF DRYDOCK AND OTHER COSTS 282,733 1,057,499 AMORTIZATION OF DEBT FINANCING 477,251 2,438,276 PAYMENT-IN-KIND INTEREST ON DEBT 36, ,877 SHARE-BASED COMPENSATION 356,023 1,910,955 (INCOME)/LOSS FROM EQUITY -METHOD INVESTMENT (3,261,154) (3,723,234) CHANGES IN ASSETS AND LIABILITIES: ACCOUNTS RECEIVABLE (2,784,807) (4,199,944) PREPAID EXPENSES AND WORKING CAPITAL (8,486,730) (10,289,016) INVENTORY (52,647) 140,678 OTHER ASSETS 561 2,959 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 14,961,390 12,795,557 NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES 27,497,462 98,279,200 CASH FLOWS FROM INVESTING ACTIVITIES: ADDITIONS TO VESSELS AND FIXED ASSETS (27,976) (948,610) TRANSFER OF VESSELS - - INVESTMENT IN UNCONSOLIDATED ENTITY (13,400,000) (50,400,000) (ADDITIONS)/REDUCTIONS TO RESTRICTED CASH (3,001,490) (1,501,490) NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES (16,429,467) (52,850,101) CASH FLOWS FROM FINANCING ACTIVITIES: PROCEEDS FROM DEMAND NOTE 8,280,000 41,280,000 REPAYMENT OF SENIOR BOND - (20,000,000) REPAYMENT OF DEMAND NOTE (22,000,000) (44,000,000) REPAYMENT OF TERM LOAN (5,304,803) (17,219,212) NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES (19,024,803) (39,939,212) NET INCREASE/(DECREASE) IN CASH (7,956,808) 5,489,887 CASH BALANCE - BEGINNING 28,024,164 14,577,469 CASH BALANCE - ENDING 20,067,356 20,067,356
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