UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
20-F
(Mark One)
OR
For the fiscal year ended
December 31, 2023
OR
OR
For the transition period from _______________ to _______________
Commission file number:
001-40930
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(Exact name of Registrant as specified in its charter)
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N/A
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(Translation of Registrant’s name into English)
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Republic of the
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(Jurisdiction of incorporation or organization)
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c/o Steamship Shipbroking Enterprises Inc.
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(Address of principal executive offices)
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Tel: + E-mail: |
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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
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None
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(Title of Class)
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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
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None
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(Title of Class)
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report.
As of December 31, 2023, there were
7,448,601
outstanding shares of common stock, par value $0.01 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.
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Yes
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No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Yes
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No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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International Financial Reporting Standards as issued by the International Accounting Standards Board
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Other
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected
to follow.
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Item 17
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Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
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Yes
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No
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TABLE OF CONTENTS
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PART III
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88
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The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their
business. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, underlying assumptions and other statements, which are other than statements of historical
facts. We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith.
This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial
performance, and are not intended to give any assurance as to future results. When used in this document, the words “believe”, “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,”
“targets,” “likely,” “would,” “could,” “seeks,” “continue,” “possible,” “might,” “pending,” and similar expressions, terms or phrases may identify forward-looking statements.
The forward-looking statements in this document 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 its records and other data available from third parties. Although we believe 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 its control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.
Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. Such forward-looking statements, because they relate to future
events, are by their very nature subject to many important factors that could cause our actual results to differ materially from those contemplated.
In addition to these important factors and matters discussed elsewhere herein, including under the heading “Item 3. Key Information—D. Risk Factors,” important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to:
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the strength of world economies;
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fluctuations in currencies, interest rates and inflationary pressures;
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dry bulk market conditions and trends, including volatility in charter rates, factors affecting supply and demand, fluctuating vessel values, opportunities for the profitable operations of dry bulk carriers;
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changes in the supply of vessels, including when caused by new newbuilding vessel orders or changes to or terminations of existing orders, and vessel scrapping levels;
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changes in our operating and capitalized expenses, including bunker prices, crew costs, dry-docking, costs associated with regulatory compliance, and insurance costs;
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our future operating or financial results;
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our ability to borrow under future debt agreements on favorable terms or at all, and our ability to comply with the covenants contained in any debt agreements we may enter into in the future, in particular due to economic, financial or
operational reasons;
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changes to our financial condition and liquidity, including our ability to fund capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion
thereof, the delivery and commencement of operations dates, expected downtime and lost revenue), and other general corporate activities;
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changes in governmental rules and regulations or actions taken by regulatory authorities;
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potential liability from pending or future disputes, proceedings or litigation;
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compliance with governmental, tax, environmental and safety regulation, any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;
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new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regional authorities such as the European Union or individual countries;
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potential cyber-attacks or other disruption of information technology systems which may disrupt our business operations;
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the failure of counterparties to fully perform their contracts with us;
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our dependence on key personnel;
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adequacy of insurance coverage;
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the volatility of the price of our common shares;
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future sales of our securities in the public market and our ability to maintain our compliance with Nasdaq listing requirements;
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our incorporation under the laws of the Marshall Islands and the different rights to relief that may be available compared to other countries, including the United States;
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general domestic and international political conditions or labor disruptions, including “trade wars”, such as the
armed conflicts
in
the
Ukraine and the Middle East, acts of piracy or maritime aggression, such as recent maritime incidents involving
vessels in and around the Red Sea, global public health threats and major outbreaks of diseases;
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the impact of port or canal congestion or disruptions;
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impacts of outbreaks of global or regional epidemic and pandemic diseases on the dry-bulk shipping industry;
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potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability such as the ongoing conflict between Russia
and Ukraine and Israel and Hamas, piracy or acts by terrorists, such as
the maritime incidents in and around the Red Sea
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other important factors described from time to time in the reports we file with the U.S. Securities and Exchange Commission, or the SEC.
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This annual report may contain assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as forward-looking statements. We may also from time
to time make forward-looking statements in other documents and reports that are filed with or submitted to the SEC, in other information sent to our securityholders, and in other written materials. We also caution that assumptions, expectations,
projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. We undertake no obligation to publicly update or revise any forward-looking statement contained in this annual
report, whether as a result of new information, future events or otherwise, except as required by law.
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Identity of Directors, Senior Management and Advisers
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Not applicable.
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Offer Statistics and Expected Timetable
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Not applicable.
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Key Information
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[Reserved]
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Capitalization and Indebtedness
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Not applicable.
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Reasons for the Offer and Use of Proceeds
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Not applicable.
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Risk Factors
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The following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our securities. The
occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results, cash available for the payment of dividends on our securities, or the trading price of our
common shares.
Summary of Risk Factors
The following is a summary of the risk factors which are described in further detail in this section.
Risks Relating to our Industry
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Charter hire rates for dry bulk vessels are volatile and have fluctuated significantly in the past years
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which may adversely affect our business, financial condition, operating
results and our ability to comply with loan covenants in any future borrowing facilities we may enter into.
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The current state of the global financial markets and current economic conditions may adversely impact our results of operations, cash flows, and ability to obtain future financing or refinance any future credit facilities on acceptable
terms, or at all, which may negatively impact our business.
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An oversupply of vessel capacity in the dry bulk shipping market in which we operate may depress charter rates when they occur, which may limit our ability to operate our vessels profitably.
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The dry bulk vessel charter market is highly volatile and this may have an adverse effect on our revenues, earnings and profitability.
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Global economic conditions may continue to negatively impact the dry bulk shipping industry.
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Risks associated with operating ocean-going vessels could affect our business and reputation, which could have a material adverse effect on our operating results and financial condition.
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Geopolitical conditions, such as political instability, terrorist or other attacks, war, international hostilities, economic sanctions restrictions and global public health concerns, may affect the seaborne transportation industry and
adversely affect our business.
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Our operating results are subject to seasonal fluctuations, which could affect our operating results.
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An increase in the price of fuel may adversely affect our operating results and cash flows.
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Worldwide inflationary pressures could negatively impact our results of operations and cash flows.
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We are subject to complex laws and regulations (including environmental standards such as IMO 2020, standards regulating ballast water discharge, etc.), including environmental regulations that can adversely affect the cost, manner or
feasibility of doing business and our business, results of operations, cash flows, and financial condition.
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Operational risks and damage to our vessels could adversely impact our performance.
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If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations, or other governmental authorities, it could lead to
monetary fines or penalties and may adversely affect our reputation and the market for our securities.
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We conduct business in China, where the legal system is not fully developed and has inherent uncertainties that could limit the legal protections available to us.
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Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.
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Changing laws and evolving reporting requirements could have an adverse effect on our business.
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Risks Relating to our Company
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A decline in the market values of our vessels could limit our ability to borrow funds in the future, trigger breaches of certain financial covenants contained in any future borrowing facilities we may enter into, and/or result in
impairment charges or losses on sale.
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We charter our vessels on time charter trips with short to medium duration in a volatile shipping industry and a decline in charter hire rates could affect our results of operations and our ability to pay dividends.
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We may not be able to execute our growth strategy and we may not realize the benefits we expect from past acquisitions or future acquisitions or other strategic transactions.
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We operate secondhand vessels with an age above the industry average which may lead to increased technical problems for our vessels, higher operating expenses, affect our ability to finance and profitably charter our vessels, to comply
with environmental standards and future maritime regulations and result in a more rapid depreciation in our vessels’ market and book values.
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We and certain of our principal officers and directors have affiliations with Diana Shipping Inc. (“Diana Shipping”), Steamship Shipbroking Enterprises Inc. (“Steamship”) and Diana Wilhelmsen Management Limited (“DWM”) that could create
conflicts of interest detrimental to us.
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Companies affiliated with Diana Shipping or Steamship or with our officers and directors, may acquire vessels that compete with vessels in our fleet.
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Certain of our officers and directors participate in business activities not associated with us, and do not devote all of their time to our business, which may create conflicts of interest and hinder our ability to operate successfully.
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We depend entirely on DWM and Steamship to provide the management of our fleet. The termination of our arrangements with DWM or Steamship, or DWM’s or Steamship’s failure to perform their obligations under our management agreements with
them, may adversely affect our operations.
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A cyber-attack could materially disrupt our business.
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Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
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Increasing scrutiny and changing expectations from investors, banks, and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional
risks.
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We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business.
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In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, and as a result, we may be unable to employ our vessels profitably.
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We may be unable to retain and recruit qualified key executives, key employees or key consultants, which may delay our development efforts or otherwise harm our business.
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Technological innovation and quality and efficiency requirements from our customers could reduce our charter income and the value of our vessels.
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We may not have adequate insurance to compensate us if we lose our vessels or to compensate third parties.
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We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that may adversely affect our results of operations.
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We depend upon a few significant customers for a large part of our revenues and the loss of one or more of these customers could adversely affect our operating results and financial performance.
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We are an “emerging growth company” and we cannot be certain that the reduced disclosure and other requirements applicable to emerging growth companies will not make our common shares less attractive to investors.
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We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations.
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Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.
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If we expand our business further, we may need to improve our operating and financial systems and will need to recruit suitable employees and crew for our vessels.
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We may be subject to United States federal income tax on United States source income, which may reduce our earnings.
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United States tax authorities could treat the Company as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States holders.
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Risks Relating to our Securities
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We do not have a declared dividend policy and cannot assure you that our board of directors will declare dividend payments in the future.
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If we do not have sufficient cash to pay dividends on our Series C Preferred Stock and Series D Preferred Stock when due, we may suffer adverse consequences.
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Shares of our Series C and Series D Preferred Stock are convertible into our Common Shares, and our Series E Preferred Stock are contingently exercisable into our Common Shares, which could have an adverse effect on the value of our Common
Shares.
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The market prices and trading volume of our shares of common stock has and may continue to experience rapid and substantial price volatility, which could cause purchasers of our common stock to incur substantial losses.
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We may not be able to maintain compliance with Nasdaq’s continued listing requirements.
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We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law, thus you may have more difficulty protecting your interests than shareholders of a U.S. corporation.
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As a Marshall Islands corporation and with some of our subsidiaries being Marshall Islands entities and also having subsidiaries in other offshore jurisdictions, our operations may be subject to economic substance requirements, which could
impact our business.
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Certain of our affiliates hold certain of our common shares and certain of our Preferred Shares that, together, allow them to exert considerable influence over matters on which our shareholders are entitled to vote.
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Future issuances or sales of our common stock could cause the market price of our common stock to decline.
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Anti-takeover provisions in our organizational documents could make it difficult for our shareholders to replace or remove our current board of directors or have the effect of discouraging, delaying, or preventing a merger or acquisition,
which could adversely affect the market price of our common stock.
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Risk Factors
Risks Relating to our Industry
Charter hire rates for dry bulk vessels are volatile and have fluctuated significantly in the past years, which may adversely affect our business, financial condition, operating
results and our ability to comply with loan covenants in any future borrowing facilities we may enter into.
Substantially all of our revenues are derived from a single market, the dry bulk market, and therefore our operating results are dependent on the cyclicality of the dry bulk shipping industry and any
attendant volatility in charter rates. The degree of charter hire rate volatility among different types of dry bulk vessels has varied widely, and time charter and spot market rates for dry bulk vessel have in the recent past declined below the
operating costs of vessels. When we charter our vessels pursuant to time charter trips with short to medium duration or spot charters, we are exposed to changes in the spot market and short to medium term charter market for dry bulk carriers and such
changes may affect our earnings and the value of our dry bulk carriers at any given time. We cannot assure you that we will be able to successfully charter our vessels in the future or renew existing charters at rates sufficient to allow us to meet
our obligations or pay any dividends in the future. Fluctuations in charter rates result mainly from changes in the supply of and demand for vessel capacity and changes in the supply of and demand for the major commodities carried by water
internationally. Because the factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable. A significant
decrease in charter rates would adversely affect our operating results, cash flows and may cause vessel values to decline, and, as a result, we may have to record an impairment charge in our consolidated financial statements which could adversely
affect our financial results.
Dry bulk market conditions remained volatile in 2023, reflecting the impact of a broad economic slowdown, t
he conflicts in Ukraine and the Middle East, including
maritime incidents in and around the Red Sea and ongoing inflationary pressures and/or supply chain disruptions across most major economies. The above conditions
have negatively impacted certain of the countries in which we operate in and
may lead to a global economic slowdown, which might in turn adversely affect demand for our vessels. In particular, the conflict in Ukraine and related sanctions measures imposed against Russia has and is disrupting energy production and trade
patterns, including shipping in the Black Sea and elsewhere, and has impacted the price of certain dry bulk goods, such as grain, as well as energy and fuel prices. Notably, various jurisdictions have imposed sanctions against Russia directly
targeting the maritime transport of goods originating from Russia, such as of oil products and agricultural commodities such as potash. Such measures, and the response of targeted jurisdictions to them, have disrupted trade patterns of certain of the
goods which we transport and have correspondingly impacted charter rates for the transport of such goods.
Factors that influence demand for dry bulk vessel capacity include:
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changes in the supply of and demand for energy resources, commodities, and semi-finished and finished consumer and industrial products;
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the location of regional and global exploration, production and manufacturing facilities;
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the location of consuming regions for energy resources, commodities, and semi-finished and finished consumer and industrial products;
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the globalization of production and manufacturing;
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global and regional economic and political conditions, armed conflicts, piracy and terrorist activities, including the ongoing conflicts between Russia and Ukraine and Israel and Hamas and the
maritime
incidents in and around the Red Sea
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disruptions and developments in international trade;
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changes in seaborne and other transportation patterns, including the distance cargo is transported by sea for reasons including but not limited to reductions in canal capacities, any geopolitical conflict and military responses;
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international sanctions, embargoes, import and export restrictions, and nationalizations;
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legal and regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as safety and environmental regulations and requirements;
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epidemics and pandemics;
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weather, acts of God and natural disasters;
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environmental and other regulatory developments; and
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currency exchange rates, specifically versus USD.
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Demand for dry bulk vessels is also dependent, amongst others, upon economic growth in the world’s economies, seasonal and regional changes in demand and changes to the capacity of the global dry
bulk fleet and the sources and supply for dry bulk cargoes transported by sea. Continued adverse economic, political or social conditions or other developments could negatively impact charter rates and therefore have a material adverse effect on our
business results, operating results, and ability to pay dividends, if and when declared.
For a discussion of factors affecting the supply of the dry bulk vessel capacity, see “—An oversupply of vessel capacity in the dry bulk shipping market in which we operate may depress charter rates
when they occur, which may limit our ability to operate our vessels profitably.” These factors are outside of our control and are unpredictable, and accordingly we may not be able to correctly assess the nature, timing and degree of changes in
charter rates.
The current state of the global financial markets and current economic conditions may adversely impact our results of operations, cash flows, and ability to obtain future
financing or refinance any future credit facilities on acceptable terms, or at all, which may negatively impact our business.
Global financial markets can be volatile and a contraction in available credit may occur as economic conditions change. In recent years, operating businesses in the global economy have faced
weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets which led to a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the
shipping industry. In the future, our ability to obtain credit to finance and expand our operations may be negatively affected by such changes and volatility.
We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors which may have a
material adverse effect on our results of operations and financial condition and may cause the price of our common shares to decline.
An oversupply of vessel capacity in the dry bulk shipping market in which we operate may depress charter rates when they occur, which may limit our ability to operate our vessels
profitably.
Factors that influence the supply of dry bulk vessel capacity include:
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the number of newbuilding orders and deliveries, including slippage in deliveries;
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the number of shipyards and ability of shipyards to deliver vessels;
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port or canal congestion;
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4. |
potential disruption, including supply chain disruptions, of shipping routes due to accidents, piracy and terrorist activities or other geopolitical events;
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the scrapping of older vessels;
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speed of vessel operation;
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vessel casualties;
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8. |
technological advances in vessel design and capacity;
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9. |
the degree of scrapping or recycling of older vessels, depending, among other things, on scrapping or recycling rates and international scrapping or recycling regulations;
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10. |
the price of steel and vessel equipment;
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11. |
product imbalances (affecting level of trading activity) and developments in international trade;
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12. |
the number of vessels that are out of service, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire;
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13. |
availability of financing for new vessels and shipping activity;
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14. |
changes in international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and
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15. |
changes in environmental and other regulations that may limit the useful lives of vessels.
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In addition to the prevailing and anticipated charter rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to
scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance and insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market and
government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for dry bulk shipping capacity are outside of our control, and we
may not be able to correctly assess the nature, timing and degree of changes in industry conditions.
We anticipate that the future demand for our dry bulk vessels will be dependent upon economic growth in the world’s economies, including China and India, seasonal and regional changes in demand,
changes in the capacity of the global dry bulk fleet and the sources and supply of dry bulk cargoes transported by sea. While there has been a general decrease in new dry bulk vessels’ ordering since 2014, the capacity of the global dry bulk carrier
fleet could increase and economic growth may not resume in areas that have experienced a recession or continue in other areas. Adverse economic, political, social or other developments could have a material adverse effect on our business and
operating results.
The dry bulk vessel charter market is highly volatile and this may have an adverse effect on our revenues, earnings and profitability.
The abrupt and dramatic downturn in the dry bulk charter market until the beginning of 2021, from which we derive substantially all of our revenues, severely affected
the dry bulk shipping industry and our business. The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the
movements of the dry bulk vessel charter market as well as the performance of the entire dry bulk shipping market and has been very volatile. In 2023, the BDI ranged from a low of 530 on February 16, 2023 to a high of 3,346 on December 4, 2023.
During the first months of 2024, BDI ranged from a low of 1,308 on January 17, 2024, to a high of 2,419 on March 18, 2024, and closed at 1
,
5
87
on April 10, 2024. There can be no assurance that the dry bulk charter market will continue to improve in the future. The volatility in charter rates in the dry bulk market affects our revenues and
operating results and also affects the value of our dry bulk vessels, which follows the trends of dry bulk charter rates.
Volatility in the dry bulk vessel charter market has had and may continue to have additional adverse consequences for our industry and business, including an absence of financing for our vessels, no
active secondhand market for the sale of our vessels, charterers seeking to renegotiate the rates for our existing time charters, and widespread loan covenant defaults in the dry bulk shipping industry and any future financings which we may enter
into. Accordingly, our financial condition and operating results could be adversely affected, which could in turn cause the value of our common shares being reduced or eliminated.
Global economic conditions may continue to negatively impact the dry bulk shipping industry.
Major market disruptions and adverse changes in market conditions and the regulatory climate in China, the United States, the European Union and worldwide may adversely affect our business.
Chinese dry bulk imports have accounted for the majority of global dry bulk transportation growth annually over the last decade. Accordingly, our financial condition and operating results, as well
as our future prospects, would likely be hindered by an economic downturn in any of these countries or geographic regions. In recent years China and India have been among the world’s fastest growing economies in terms of gross domestic product and
have been the main driving forces behind increases in shipping trade and the demand for marine transportation. While China, in particular, has enjoyed rates of economic growth significantly above the world average, slowing economic growth rates may
reduce the country’s contribution to world trade growth, especially in view of deteriorating real estate property values. If economic growth declines in China, India and other countries in the Asia Pacific region, we may face decreases in shipping
trade and demand. The level of imports to and exports from China may also be adversely affected by changes in political, economic, and social conditions (including a slowing of economic growth) or other relevant policies of the Chinese government,
such as changes in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in trade policies and territorial or trade disputes. Furthermore, a slowdown in the economies of the United
States or the European Union, or certain other Asian countries may also have adverse impacts on economic growth in the Asia Pacific region. Therefore, a negative change in the economic conditions (including any negative changes resulting from any
pandemic) of any of these countries or elsewhere may reduce demand for dry bulk vessels and their associated charter rates, which could have a material adverse effect on our business, financial condition and operating results, as well as our
prospects.
Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
The IMO has imposed updated guidelines for ballast water treatment systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the
date of the International Oil Pollution Prevention (‘IOPP’) renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 Discharge Performance Standard (‘D-2 standard’) on or after September 8, 2019. For most
vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September 8,
2017.
Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S. National Invasive Species Act (“NISA”) are currently in effect to
regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges,
similar to those found in the VGP within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. On October 18, 2023, the EPA published a
supplemental notice of the proposed rule sharing new ballast water data received from the U.S. Coast Guard (“USCG”) and providing clarification on the proposed rule. The public comment period for the proposed rule ended on December 18, 2023. Once
EPA finalizes the rule (possibly by Fall 2024), USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years. While all our vessels are equipped with ballast water treatment system
and we believe all our vessels are in compliance with the new regulations, any changes in such regulations could require the installation of new equipment may cause us to incur substantial costs.
Risks associated with operating ocean-going vessels could affect our business and reputation, which could have a material adverse effect on our operating results and financial
condition.
The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:
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loss of life or harm to seafarers;
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marine disaster;
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terrorism;
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piracy or robbery;
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environmental accidents and pollution;
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cargo and property losses and damage; and
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business interruptions caused by mechanical failures, human error, war, armed conflicts, terrorist or piracy incidents, political action in various countries, labor strikes or adverse weather conditions.
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Any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable dry
bulk operator.
In addition, international shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipment points. Inspection
procedures can result in the seizure of the cargo and/or our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could
impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo
uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, operating results, cash flows, financial condition and available cash.
Geopolitical conditions, such as political instability, terrorist or other attacks, war, international hostilities, economic sanctions restrictions, and global public health
concerns, may affect the seaborne transportation industry and adversely affect our business.
We are an international shipping company that primarily conducts most of our operations outside the United States, and our business, results of operations, cash flows, financial condition and ability
to pay dividends, if and when declared, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of
the economy that is likely to be adversely impacted by the effects of political conflicts.
Currently, the world economy faces a number of challenges, including trade tensions between the United States and China,
the armed conflict between Russia and Ukraine
and a resultant severe worsening of Russia’s relations with western economies, the
slowing economic growth in China, continuing threat of terrorist attacks around the world, continuing instability and conflicts and other ongoing hostilities
in the Middle East
(such as recent maritime incidents in and around the Red Sea)
and other geographic areas and countries.
In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region,
in and around the Red Sea with
recent
attacks on vessels which armed Houthi groups have claimed responsibility for
in connection with the recent conflict in the Gaza Strip (
these groups have stated that these attacks are a response to the Israel-Hamas conflict)
, and the Black Sea in connection with the recent conflict in Ukraine. Acts of terrorism and piracy have also affected vessels
trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our future performance, operating results, cash flows and financial position.
Beginning in February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflict in the Ukraine region,
which may adversely impact our business.
The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces multiple authorities under which sanctions have been imposed on Russia, including:
the Russian Harmful Foreign Activities sanctions program, established by the Russia-related national emergency declared in Executive Order (E.O.) 14024 and subsequently expanded and addressed through certain additional authorities, and the
Ukraine-Russia-related sanctions program, established with the Ukraine-related national emergency declared in E.O. 13660 and subsequently expanded and addressed through certain additional authorities. The United States has also issued several
Executive Orders that prohibit certain transactions related to Russia, including the importation of certain energy products of Russian Federation origin (including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal), and all
new investments in Russian by U.S. persons, among other prohibitions and export controls. Furthermore, the United States has also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and
petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. These prohibitions took effect on December 5, 2022 with respect to the
maritime transport of crude oil and on February 5, 2023 with respect to the maritime transport of other petroleum products. An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap;
but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap.
Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business. The ongoing conflict
could result in the imposition of further economic sanctions or new categories of export restrictions against individuals in or connected to Russia. While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, it
is possible that such tensions could adversely affect the Company’s business, financial condition, operating results and cash flows. For instance, on February 24, 2023, OFAC issued a new determination pursuant to Section 1(a)(i) of Executive Order
14024, which enables the imposition of sanctions on individuals and entities who operate or have operated in the metals and mining sector of the Russian economy. Increased restrictions on the metals and mining sector may pose additional risks
adversely affecting our business.
While Ukraine continued to deploy a number of counter-attacks in 2023 and as of December 2023 held important areas in ground operations, after over two years of fighting Russia still
maintains a foothold in a number of key cities and areas. The ongoing conflict could result in the imposition of further economic sanctions or new categories of export restrictions against persons in or connected to Russia. While in general much
uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect the Company’s business, financial condition, results of operation and cash flows. Our business could also be
adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks,
hostilities or diplomatic or political pressures, including as a result of the current conflict between Israel and Hamas.
Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in
the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.
Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from
regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other
associated costs, which could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us. This could have a material adverse effect
on our business, financial condition and operating results.
In addition, public health threats, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate,
including China, Japan and South Korea, which may even become pandemics, could lead to a significant decrease of demand for the transportation of dry bulk cargoes. Such events may also adversely impact our operations, including timely rotation of our
crews, the timing of completion of any outstanding or future repair works in drydock as well as the operations of our customers. Delayed rotation of crew may adversely affect the mental and physical health of our crew and the safe operation of our
vessels as a consequence.
Outbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business.
Our operations are subject to risks related to pandemics, epidemics or other infectious disease outbreaks and government responses thereto. COVID-19, which was initially declared a pandemic by the
World Health Organization on March 11, 2020 and was declared no longer a global health emergency on May 5, 2023, negatively affected economic conditions, supply chains, labor markets, and demand for certain shipped goods both regionally and globally
as a result of government efforts to combat the pandemic, including the enactment or imposition of travel bans, quarantines and other emergency public health measures.
The extent to which our business, the global economy and the dry bulk transportation industry may be negatively affected by future pandemics, epidemics or other outbreaks of infectious diseases is
highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak
and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) volatility in the demand for and price of oil and gas; (v) shortages or reductions in the supply of
essential goods, services or labor; and (vi) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that an
outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, results of operations and financial condition, which could be material and adverse. Organizations across
industries, including ours, are rightly focusing on their employees’ well-being, whilst making sure that their operations continue undisrupted and at the same time, adapting to the new ways of operating.
Our operating results are subject to seasonal fluctuations, which could affect our operating results.
We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter-to-quarter volatility
in our operating results. The dry bulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition,
unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, our revenues may be weaker during the fiscal quarters ending June 30 and September 30, and, conversely, our revenues
may be stronger in fiscal quarters ending December 31 and March 31. While this seasonality will not directly affect our operating results, it could materially affect our operating results to the extent our vessels are employed in the spot market in
the future.
An increase in the price of fuel may adversely affect our operating results and cash flows.
While we generally do not bear the cost of fuel for vessels operating on time charters, fuel is a significant factor in negotiating charter rates and the largest expense
in our shipping operations when our vessels are off-hire and/or idle
. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability as relevant circumstances may arise. The price and
supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries (the “OPEC”), and other oil and
gas producers, war and armed conflicts and other hostilities such as the ongoing conflict between Russia and the Ukraine and Israel and Hamas, the
recent maritime incidents in and around the Red Sea, the
unrest
in oil producing countries and regions, regional production patterns and environmental concerns. Any future increase in the cost of fuel may reduce the profitability and competitiveness of our business versus other forms of transportation, such as
truck or rail.
Indicatively, the price of high sulfur fuel and low sulfur fuel has increased significantly as a result of the urgence of the ongoing conflict between Russia and the Ukraine in 2022 but has since
decreased as the market adapted to this ongoing conflict, although uncertainty regarding prices’ future direction remains. Any increases to bunker costs for our vessels when off-hire and/or idle have, could have an adverse impact on our operating
results and cash flows. This might lead to a decrease in the economic viability of older vessels that lack fuel efficiency and a reduction of useful lives of these vessels.
Worldwide inflationary pressures could negatively impact our results of operations and cash flows.
Over the course of 2022 and 2023, worldwide economies have experienced inflationary pressures, with price increases seen across many sectors globally, though showing signs of de-escalation in 2023 as
compared with the previous year. The ongoing effects of inflation in the global economy generally and more specifically in the shipping industry, could result in increased operating, voyage and administrative costs for our vessels. Furthermore, the
effects of inflation on the supply and demand of the products we transport could alter demand for our services. Interventions in the economy by central banks in response to inflationary pressures may slow down economic activity, including by altering
consumer purchasing habits and reducing demand for the commodities and products we carry, and cause a reduction in trade. As a result, the volumes of goods we deliver and/or charter rates for our vessels may be affected. Any of these factors could
have an adverse effect on our business, financial condition, cash flows and operating results.
We are subject to complex laws and regulations (including environmental standards such as IMO 2020, standards regulating ballast water discharge, etc.), including environmental
regulations that can adversely affect the cost, manner or feasibility of doing business and our business, results of operations, cash flows and financial condition.
Our business and the operations of our vessels are materially affected by environmental regulation in the form of international conventions, national, state and local laws and regulations in force in
the jurisdictions in which our vessels operate, as well as in the country or countries of their registration, including those governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination,
air emissions (including greenhouse gases), water discharges and ballast water management. These regulations include, but are not limited to, European Union regulations, the U.S. Oil Pollution Act of 1990, requirements of the U.S. Coast Guard, or
USCG and the U.S. Environmental Protection Agency, the U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), the U.S. Clean Water Act, and the U.S. Maritime Transportation Security Act of 2002, and regulations of the IMO, including
the International Convention on Civil Liability for Oil Pollution Damage of 1969, the International Convention for the Prevention of Pollution from Ships of 1973, as modified by the Protocol of 1978, collectively referred to as MARPOL 73/78 or
MARPOL, including designations of Emission Control Areas, thereunder, SOLAS, the International Convention on Load Lines of 1966, the International Convention of Civil Liability for Bunker Oil Pollution Damage, and the ISM Code. Because such
conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such requirements or the impact thereof on the re-sale price or useful life of any vessel that we own or will acquire. Additional conventions,
laws and regulations may be adopted that could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. Government regulation of vessels, particularly in the areas of safety
and environmental requirements, continue to change, requiring us to incur significant capital expenditures on our vessels to keep them in compliance, or even to scrap or sell certain vessels altogether. In addition, we may incur significant costs in
meeting new maintenance and inspection requirements, in developing contingency arrangements for potential environmental violations and in obtaining insurance coverage.
In addition, we are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, approvals and financial assurances with respect to our
operations. Our failure to maintain necessary permits, licenses, certificates, approvals or financial assurances could require us to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet, or lead to the
invalidation or reduction of our insurance coverage.
Environmental requirements can also affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to
decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well as international
treaties and conventions, we could incur material liabilities, including for cleanup obligations and natural resource damages, in the event that there is a release of petroleum or hazardous substances from our vessels or otherwise in connection with
our operations. We could also become associated with our existing or historic operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including in certain instances,
seizure or detention of our vessels.
Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business.
International shipping is subject to various security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Under the U.S. Maritime
Transportation Security Act of 2002 (“MTSA”), the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain
ports and facilities. These security procedures may result in cargo seizure, delays in the loading, offloading, trans-shipment or delivery and the levying of customs duties, fines or other penalties against us.
It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations
on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, customer relations, financial condition and
earnings.
Operational risks and damage to our vessels could adversely impact our performance.
The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other
acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, armed conflicts, terrorism, piracy, labor strikes, boycotts and other circumstances or events. Changing economic,
regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. Damage to the environment
could also result from our operations, particularly through spillage of fuel, lubricants or other chemicals and substances used in operations, or extensive uncontrolled fires. These hazards may result in death or injury to persons, loss of revenues
or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting, any of which may subject us to litigation. As a result, we could be exposed to
substantial liabilities not recoverable under our insurances. Further, the involvement of our vessels in a serious accident could harm our reputation as a safe and reliable vessel operator and lead to a loss of business. Epidemics and other public
health incidents may also lead to crew member illness, which can disrupt the operations of our vessels, or to public health measures, which may prevent our vessels from calling on ports or discharging cargo in the affected areas or in other locations
after having visited the affected areas.
If our vessels suffer damage, they may need to be repaired at a shipyard. The costs for these repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance
does not cover at all or in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at shipyards is
sometimes limited and not all shipyards are conveniently located. We may be unable to find space at a suitable shipyard or our vessels may be forced to travel to a shipyard that is not conveniently located relative to our vessels’ positions. The loss
of earnings while these vessels are forced to wait for space or to travel to more distant shipyards may adversely affect our business and financial condition.
The operation of dry bulk vessels has certain unique operational risks. With a dry bulk vessel, the cargo itself and its interaction with the vessel can be a risk. By their nature, dry bulk cargoes
are often heavy, dense and easily shifted, and react badly to water exposure. In addition, dry bulk vessels are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and
small bulldozers. This treatment may cause damage to the dry bulk vessel. Dry bulk vessels damaged due to treatment during unloading procedures may be more susceptible to a breach at sea. Hull breaches in dry bulk vessels may lead to the flooding of
their holds. If flooding occurs in the forward holds, the bulk cargo may become so waterlogged that the vessel’s bulkheads may buckle under the resulting pressure leading to the loss of the dry bulk vessel. These risks may also impact the risk of
loss of life or harm to our crew.
If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial
condition or operating results. In addition, the loss of any of our vessels could harm our crew and our reputation as a safe and reliable vessel owner and operator.
If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United
Nations, or other governmental authorities, it could lead to monetary fines or penalties and may adversely affect our reputation and the market for our securities.
None of our vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other
applicable governmental authorities (“Sanctioned Jurisdictions”) in 2023 in violation of applicable sanctions or embargo laws. Our contracts with our charterers may prohibit them from causing our vessels to call on ports located in sanctioned
countries or territories or carrying cargo for entities that are the subject of sanctions. Although our charterers may, in certain causes, control the operation of our vessels, we have monitoring processes in place reasonably designed to ensure our
compliance with applicable economic sanctions and embargo laws. Nevertheless, it remains possible that our charterers may cause our vessels to trade in violation of sanctions provisions without our consent. If such activities result in a violation of
applicable sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected.
The applicable sanctions and embargo laws and regulations of these different jurisdictions vary in their application and do not all apply to the same covered persons or proscribe the same activities.
In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the restrictions they impose over time, and the lists of persons and entities designated under these laws and regulations are
amended frequently. Moreover, most sanctions regimes provide that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. The U.S. and EU have enacted new sanctions programs in recent years.
Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have, and in the future will, become the target of sanctions. These require us to be diligent in ensuring our
compliance with sanctions laws. Further, the U.S. has increased its focus on sanctions enforcement with respect to the shipping sector. Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the
future the subject of sanctions or embargoes imposed by the United States, EU, and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or
if we are found to be in violation of such applicable sanctions, our operating results may be adversely affected, or we may suffer reputational harm.
As a result of Russia’s actions in Ukraine, the U.S., EU and United Kingdom, together with numerous other countries and self-sanctioning, have imposed significant sanctions on persons and entities
associated with Russia and Belarus, as well as comprehensive sanctions on certain areas within the Donbas region of Ukraine, and such sanctions apply to entities owned or controlled by such designated persons or entities. EU and
countries, such as Canada and the United Kingdom, have also broadly prohibited Russian-affiliated vessels from entering their waters and/or ports.
These sanctions adversely
have altered trade
patterns across the shipping industry and thus,
affect our ability to operate in the region and also restrict parties whose cargo we may carry.
Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2023 and up to the date of this annual report, and intend to maintain such
compliance, there can be no assurance that we or our charterers will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines,
penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in our reputation and the markets for our securities to be adversely affected and/or in some investors
deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with
countries or territories identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our shares may adversely affect the price at which our shares trade. Moreover, our
charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market
for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities that are controlled by the governments of countries or territories that are the subject of certain U.S.
sanctions or embargo laws, or engaging in operations associated with those countries or territories pursuant to contracts with third parties that are related to those countries or territories or entities controlled by their governments. Investor
perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in countries or territories that we operate in.
Any of
these factors could adversely affect our business, financial condition, and operating results.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
We expect that our vessels may call in ports in areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels
are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business,
operating results, cash flows and financial condition.
Maritime claimants could arrest or attack one or more of our vessels, which could interrupt our business or have a negative effect on our cash flows.
Crew members, suppliers of goods and services to a vessel, shippers of cargo, lenders, and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages.
In many jurisdictions, a maritime lien holder may enforce its lien by “arresting” or “attaching” a vessel through judicial or foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt the cash flow of the
charterer and/or require us to pay a significant amount of money to have the arrest or attachment lifted, which would have an adverse effect on our cash flows.
In addition, in some jurisdictions, such as South Africa, under the “sister-ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any
“associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister-ship” liability against one vessel in our fleet for claims relating to another of our ships. Under most of our present charters, if
the vessel is arrested or detained as a result of a claim against us, we may be in default of our charter and the charterer may terminate the charter upon the passage of a period specified in the charter agreement, which will negatively impact our
revenues and cash flows.
We conduct business in China, where the legal system is not fully developed and has inherent uncertainties that could limit the legal protections available to us.
Some of our vessels may be chartered to Chinese customers and from time to time on our charterers’ instructions, our vessels may call on Chinese ports. Such charters may be subject to regulations in
China that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Chinese government new taxes or other fees. Applicable laws and regulations in China may not be well publicized and may
not be known to us or to our charterers in advance of us or our charterers becoming subject to them, and the implementation of such laws and regulations may be inconsistent. Changes in Chinese laws and regulations, including with regards to tax
matters, or changes in their implementation by local authorities could affect our vessels if chartered to Chinese customers as well as our vessels calling to Chinese ports and could have a material adverse impact on our business, financial condition
and results of operations.
Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.
A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for
hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other
circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact
our revenues and reduce the amount of cash we may have available for distribution as dividends to our shareholders, if any such dividends are declared.
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.
We may operate in a number of countries throughout the world, including countries suspected to have a risk of corruption. We are committed to doing business in accordance with applicable
anti-corruption laws and have adopted measures designed to ensure compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). We are subject, however, to the risk that we, our affiliated entities or our or their
respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties,
curtailment of operations in certain jurisdictions, and might adversely affect our business, earnings or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting,
investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
Changing laws and evolving reporting requirements could have an adverse effect on our business.
Changing laws, regulations and standards relating to reporting requirements, including the European Union General Data Protection Regulation, or GDPR, may create additional compliance requirements
for us. GDPR broadens the scope of personal privacy laws to protect the rights of European Union citizens and requires organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtaining the consent of
individuals on how their data can be used. GDPR has become enforceable on May 25, 2018 and non-compliance may expose entities to significant fines or other regulatory claims which could have an adverse effect on our business, financial condition, and
operations.
Risks Relating to our Company
A decline in the market values of our vessels could limit our ability to borrow funds in the future, trigger breaches of certain financial covenants contained in any future
borrowing facilities we may enter into, and/or result in impairment charges or losses on sale.
The market values of our vessels, have generally experienced high volatility in recent years. While the market values of vessels and the dry bulk charter market have a very close relationship as the
charter market moves from trough to peak, the time lag between the effect of charter rates on market values of ships can vary, and sometimes, values can be to a greater or lesser extent affected by the respective move in charter rates.
The market values of our vessels fluctuate depending on a number of factors, including:
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the prevailing level of charter rates;
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general economic and market conditions affecting the shipping industry;
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competition from other shipping companies and other modes of transportation;
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the types, sizes and ages of vessels;
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the supply of and demand for vessels;
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applicable governmental or other regulations;
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technological advances;
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the need to upgrade vessels as a result of charterer requirements, technological advances in vessel design or equipment or otherwise; and
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the cost of newbuildings.
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If the market value of our vessels decline, we may not be able to comply with certain covenants contained in any future loan facilities we enter into and we may not be able to incur debt on terms
that are acceptable to us or at all or to refinance any debt we may have in the future.
Furthermore, if we sell any of our owned vessels at a time when prices are depressed, our business, operating results, cash flow and financial condition could be adversely affected. Moreover, if we
sell a vessel at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the vessel’s carrying amount in our financial statements, resulting in a loss and a
reduction in earnings. In addition, if vessel values decline, we may have to record an impairment adjustment in our financial statements which could adversely affect our financial results.
We charter our vessels on time charter trips with short to medium duration in a volatile shipping industry and a decline in charter hire rates could affect our results of
operations and our ability to pay dividends.
Although significant exposure to time charter trips with short to medium duration is not unusual in the dry bulk shipping industry, the time charter market is highly competitive and spot market
charter hire rates (which affect time charter rates) may fluctuate significantly based upon available charters and the supply of, and demand for, seaborne shipping capacity. While the short-term to medium-term time charter market may enable us to
benefit in periods of increasing charter hire rates, we must consistently renew our charters and this dependence makes us vulnerable to declining charter rates. As a result of the volatility in the dry bulk carrier charter market, we may not be able
to employ our vessels upon the termination of their existing charters at favorable charter hire rates or at all. The dry bulk carrier charter market is volatile, and in the recent past, charter market rates for time charter trips with short to medium
duration and spot voyages for some dry bulk carriers declined below the operating costs of those vessels before rising. We cannot assure you that future charter hire rates will enable us to operate our vessels profitably, or to pay dividends, if and
when declared.
We may not be able to execute our growth strategy and we may not realize the benefits we expect from past acquisitions or future acquisitions or other strategic transactions.
As our business grows, we intend to acquire additional vessels from related or unaffiliated parties. Our future growth will primarily depend upon a number of factors, some of which may not be within
our control. These factors include our ability to:
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identify suitable vessels and/or shipping companies for acquisitions at attractive prices;
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realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements from past acquisitions;
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obtain required financing for our existing and new operations;
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integrate any acquired vessels, assets or businesses successfully with our existing operations, including obtaining any approvals and qualifications necessary to operate vessels that we acquire;
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ensure, either directly or through our managers, that an adequate supply of qualified personnel and crew are available to manage and operate our growing business and fleet;
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improve our operating, financial and accounting systems and controls; and
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cope with competition from other companies, many of which have significantly greater financial resources than we do and may reduce our acquisition opportunities or cause us to pay higher prices.
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A failure to effectively identify, acquire, develop and integrate any vessels could adversely affect our business, financial condition, investor sentiment and operating results. Finally, acquisitions
may require additional equity issuances, which may dilute our common shareholders if issued at lower prices than the price they acquired their shares, or debt issuances (with amortization payments), both of which could lower our available cash. If
any such events occur, our financial condition may be adversely affected.
We operate secondhand vessels with an age above the industry average which may lead to increased technical problems for our vessels, higher operating expenses, affect our ability
to finance and profitably charter our vessels, to comply with environmental standards and future maritime regulations and result in a more rapid deterioration in our vessels’ market and book values.
Our current fleet consists only of secondhand vessels. While we have inspected our vessels and we intend to inspect any potential future vessel acquisition, this does not provide us with the same
knowledge about its condition that we would have had if the vessel had been built for and operated exclusively by us. Generally, purchasers of secondhand vessels do not receive the benefit of warranties from the builders for the secondhand vessels
that they acquire.
Our fleet consists of five vessels in operation, having a combined carrying capacity of 572,599 dwt and a weighted average age of 19.0 years as of the date of this annual report. In general, the cost
of maintaining a vessel in good operating condition and operating it increases with the age of the vessel, because, amongst other things:
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as our vessels age, typically, they become less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in design, engineering, technology and due to increased maintenance requirements;
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cargo insurance rates increase with the age of a vessel, making our vessels more expensive to operate;
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governmental regulations, environmental and safety or other equipment standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of
activities in which our vessels may engage.
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Charterers may also have age restrictions on the vessels they charter and in the past, have actively discriminated against chartering older vessels, which may result to a lower utilization of our
vessels resulting to lower revenues. Our charterers have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance
with these standards and quality requirements is vital for our operations. The charter rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical
life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, operate in extreme climates, utilize related shipyards and pass-through canals and straits. The
length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations.
Due to the age of our fleet, we may not be able to obtain external financing at reasonable terms or at all as our vessels may be seen as less valuable collateral.
We face competition from companies with more modern vessels with more fuel-efficient designs than our vessels (‘‘eco-vessels’’). If new vessels are built that are more efficient or more flexible or
have longer physical lives than even the current eco-vessels, competition from the current eco-vessels and any more technologically advanced vessels could adversely affect the amount of charter payments we receive for our vessels once their charters
expire and the resale value of our vessels could significantly decrease.
We cannot assure you that, as our vessels age, market conditions will justify expenditures to maintain or update our vessels or enable us to operate our vessels profitably during the remainder of
their useful lives or that we will be able to finance the acquisition of new vessels at the time that we retire or sell our aging vessels. This could have a material adverse effect on our business, financial condition and operating results.
We and certain of our principal officers and directors have affiliations with Diana Shipping Inc. (“Diana Shipping”), Steamship Shipbroking Enterprises Inc. (“Steamship”) and
Diana Wilhelmsen Management Limited (“DWM”) that could create conflicts of interest detrimental to us.
Certain of our principal officers and directors are also principals, officers and employees of Diana Shipping, Steamship and DWM. These responsibilities and relationships could create conflicts of
interest between us and Diana Shipping, Steamship or DWM. Conflicts may also arise in connection with the chartering, purchase, sale and operations of the vessels in our fleet versus other vessels that are or may be managed in the future by Steamship
or DWM and that are owned by Diana Shipping. While we have entered into a non-competition agreement with Diana Shipping, we cannot assure you that such agreement will successfully address all potential conflicts of interest that arise or that all
conflicts will be resolved in our favor. Circumstances in any of these instances may make one decision advantageous to us but detrimental to Diana Shipping, Steamship or DWM, and vice versa.
Companies affiliated with Diana Shipping or Steamship or with our officers and directors, may acquire vessels that compete with our fleet.
Diana Shipping and other entities affiliated with Diana Shipping, or with our officers and directors, own dry bulk vessels and may acquire additional dry bulk vessels in the future. These vessels
could be in competition with our fleet, and other companies affiliated with Diana Shipping or Steamship might be faced with conflicts of interest with respect to their own interests and their obligations to us. We cannot assure you that such
conflicts will be resolved in our favor.
Certain of our officers and directors participate in business activities not associated with us, and do not devote all of their time to our business, which may create conflicts of
interest and hinder our ability to operate successfully.
Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders. However, our Chairperson and Director, Mrs. Semiramis Paliou, also serves as
Chief Executive Officer and a Director of Diana Shipping; our Director, Mr. Eleftherios Papatrifon, also serves as a Director of Diana Shipping; our Director, Mr. Ioannis Zafirakis, also serves as Chief Strategy Officer, Chief Financial Officer,
Treasurer and a Director of Diana Shipping; and our Chief Corporate Development and Governance Officer and Secretary, Ms. Margarita Veniou, also serves as Chief Corporate Development, Governance & Communications Officer of Diana Shipping. Mrs.
Paliou, Mr. Papatrifon and Mr. Zafirakis also serve on our Executive Committee. As a result, Mrs. Paliou, Mr. Papatrifon, Mr. Zafirakis and Ms. Veniou have fiduciary duties to manage the business of Diana Shipping and its affiliates in a manner
beneficial to such entities and their shareholders. Consequently, they may encounter situations in which their fiduciary obligations to Diana Shipping and us are in conflict. We use our best efforts to cause compliance with all applicable laws and
regulations in addressing such conflicts of interest. Certain of our executive officers and certain of our directors participate in business activities not associated with us and are not required to work full-time on our affairs. Our executive
officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies with which they may be affiliated, including Diana Shipping. Their other business
activities may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflicts of interest will be resolved in our favor. This could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
We depend entirely on DWM and Steamship to provide the management of our fleet. The termination of our arrangements with DWM or Steamship, or DWM’s or Steamship’s failure to
perform their obligations under our management agreements with them, may temporarily adversely affect our operations.
Our operational success and ability to execute our growth strategy depends significantly upon the satisfactory and continued performance of these services by our managers, as well as their
reputations. DWM or Steamship may fail to perform their obligations to us or may terminate their management agreements with us other than in accordance with the terms of our management agreements with them, either of which could adversely affect our
operations during the process of identifying a replacement for DWM or Steamship (as applicable) and have a material adverse effect on our financial condition and results of our operations.
Rising crew costs could adversely affect our results of operations.
Due to an increase in the size of the global shipping fleet, the limited supply of and increased demand for crew has created upward pressure on crew costs. Continued higher crew costs or further
increases in crew costs could adversely affect our results of operations.
A cyber-attack could materially disrupt our business.
We rely on information technology systems and networks in our operations and administration of our business. Information systems are vulnerable to security breaches by computer hackers and cyber
terrorists. We rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security
breaches. Our business operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and networks, or to steal data. A successful cyber-attack could materially disrupt our operations,
including the safety of our operations, or lead to unauthorized release of information or alteration of information in our systems. Any such attack or other breach of our information technology systems could have a material adverse effect on our
business and results of operations. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased
operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.
Moreover, our risk of cyber-attacks and other sources of security breaches and incidents may be elevated as a result of the ongoing conflicts between Russia and Ukraine and Israel-Hamas. To the
extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. At this time, it is difficult to assess the
likelihood of such threat and any potential impact.
In July 2023, the SEC adopted amendments to its rules on cybersecurity risk management, strategy, governance, and incident disclosure. The amendments require us to report material cybersecurity
incidents involving our information systems and periodic reporting regarding our policies and procedures to identify and manage cybersecurity risks, amongst other disclosures. For more information, please refer to Item “16K. Cybersecurity”, of this
annual report.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These
regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. In July 2023, nations at the International Maritime Organization’s Marine
Environment Protection Committee (“MEPC”) updated the initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies —levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon
intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 20% by 2030, compared to 2008 emission levels;
and (3) reducing the total annual greenhouse emissions by at least 70% by 2040 compared to 2008 while pursuing efforts towards phasing them out entirely.
Since January 1, 2020, ships have to either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The
interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii)
installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of
compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. In order to comply with the sulfur cap regulation issued on
January 1, 2020, related to the control of sulfur in the emissions, our vessels are currently using very low sulfur fuel oil with less than 0.5% sulfur.
In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which
required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance
with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our
greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.
Increasing scrutiny and changing expectations from investors, banks, and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may
impose additional costs on us or expose us to additional risks.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, banks and other market
participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. Companies which do not adapt to or comply with investor, lender or other industry
shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational
damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
In February 2021, the Acting Chair of the U.S. Securities and Exchange Commission (the “SEC”) issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related
disclosure in public company filings and in March 2021 the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement (the “Task Force”). The Task Force’s goal is to develop initiatives to proactively identify
ESG-related misconduct consistent with increased investor reliance on climate and ESG-related disclosure and investment. To implement the Task Force’s purpose, the SEC has taken several enforcement actions, with the first enforcement action taking
place in May 2022, and proposed new rules. On March 21, 2022, the SEC proposed that all public companies are to include extensive climate-related information in their SEC filings. On May 25, 2022, SEC proposed a second set of rules aiming to curb the
practice of “greenwashing” (i.e., making unfounded claims about one’s ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and
business development companies. On March 6, 2024, the SEC adopted final rules to require registrants to disclose certain climate-related information in SEC filings of all public companies. The final rules require companies to disclose, among other
things: material climate-related risks; activities to mitigate or adapt to such risks; information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and
information on any climate-related targets or goals that are material to the registrant’s business, results of operations, or financial condition. Further, to facilitate investors’ assessment of certain climate-related risks, the final rules require
disclosure of Scope 1 and/or Scope 2 greenhouse gas (GHG) emissions on a phased-in basis when those emissions are material; the filing of an attestation report covering the required disclosure of such registrants’ Scope 1 and/or Scope 2 emissions,
also on a phased-in basis; and disclosure of the financial statement effects of severe weather events and other natural conditions including, for example, costs and losses. The final rules include a phased-in compliance period for all registrants,
with the compliance date dependent on the registrant’s filer status and the content of the disclosure. However, on March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay on the SEC’s recent climate disclosure
rule.
We may face increasing pressures from investors, future lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our
carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we
do not meet these standards, our business and/or our ability to access capital could be harmed.
Additionally, certain investors and lenders may exclude companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. These limitations in
both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing
on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our then indebtedness, if any.
Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business
and financial condition.
The Public Company Accounting Oversight Board inspection of our independent accounting firm could lead to findings in our auditors’ reports and challenge the accuracy of our
published audited consolidated financial statements.
Auditors of U.S. public companies are required by law to undergo periodic Public Company Accounting Oversight Board, or PCAOB, inspections that assess their compliance with U.S. law and professional
standards in connection with performance of audits of financial statements filed with the SEC. For several years certain European Union countries, including Greece, did not permit the PCAOB to conduct inspections of accounting firms established and
operating in such European Union countries, even if they were part of major international firms. Accordingly, unlike for most U.S. public companies, the PCAOB was prevented from evaluating our auditor’s performance of audits and its quality control
procedures, and, unlike stockholders of most U.S. public companies, we and our stockholders were deprived of the possible benefits of such inspections. Since 2015, Greece has agreed to allow the PCAOB to conduct inspections of accounting firms
operating in Greece. In the future, such PCAOB inspections could result in findings in our auditors’ quality control procedures, question the validity of the auditor’s reports on our published consolidated financial statements and the effectiveness
of our internal control over financial reporting, and cast doubt upon the accuracy of our published audited financial statements.
Purchasing and operating secondhand vessels may result in increased operating costs and reduced operating days, which may adversely affect our earnings.
As part of our current business strategy to increase our fleet, we may build new or acquire secondhand vessels. While we rigorously inspect secondhand vessels prior to purchase, this does not provide
us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems
with secondhand vessels prior to purchasing or chartering-in or may incur costs to terminate a purchase agreement. Any such hidden defects or problems may require us to put a vessel into extensive repairs or drydock, which would reduce our average
fleet utilization and increase our operating costs. If a hidden defect or problem is not detected, it may result in accidents or other incidents for which we may become liable to third parties.
In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due
to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.
Furthermore, governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment and may restrict
the type of activities in which the vessel may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or
otherwise adversely affect our business.
We have entered into, and may enter into in the future, various contracts, including, among other things, charter agreements, management agreements, shipbuilding contracts and credit facilities. Such
agreements subject us to counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other
things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, and various expenses. For example, the combination
of a reduction of cash flow resulting from a decline in world trade and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make payments to us. In addition, in depressed
market conditions, our charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of
their existing charter agreements or avoid their obligations under those contracts. As a result, this may have a significant impact on our revenues due to our concentrated customer base, which could have a material adverse effect on our business,
financial condition, results of operations and cash flows. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, and as a
result, we may be unable to employ our vessels profitably.
The operation of dry bulk vessels and transportation of dry bulk cargoes is extremely competitive and fragmented. Competition for the transportation of dry bulk cargoes by sea is intense and depends
on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Due in part to the
highly fragmented market, competitors with greater resources than us could enter the dry bulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and more modern vessels than
we are able to offer. If we are unable to successfully compete with other dry bulk shipping companies, our results of operations may be adversely impacted.
We may be unable to retain and recruit qualified key executives, key employees or key consultants, which may delay our development efforts or otherwise harm our business.
Our future development and prospects depend to a large degree on the experience, performance and continued service of our senior management team. Retention of these services or the identification of
suitable replacements in case of future vacancies cannot be guaranteed. There can be no guarantee that the services of the current directors and senior management team will be retained, or that suitably skilled and qualified individuals can be
identified and employed, which may adversely impact our ability to commercial and financial performance. The loss of the services of any of the directors or other members of the senior management team and the costs of recruiting replacements may have
a material adverse effect on our commercial and financial performance as well. If we are unable to hire, train and retain such personnel in a timely manner, our operations could be delayed and our ability to grow our business will be impaired and the
delay and inability may have a detrimental effect upon our performance.
Technological innovation and quality and efficiency requirements from our customers could reduce our charter income and the value of our vessels.
Our customers have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our
continued compliance with these standards and quality requirements is vital for our operations. The charter rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational
flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related shipyards and pass through canals and straits. The length
of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. We face competition from companies with more modern vessels having more fuel efficient designs than our
vessels, or eco vessels, and if new dry bulk vessels are built that are more efficient or more flexible or have longer physical lives than the current eco vessels, competition from the current eco vessels and any more technologically advanced vessels
could adversely affect the amount of charter payments we receive for our vessels and the resale value of our vessels could significantly decrease. Similarly, technologically advanced vessels are needed to comply with environmental laws, the
investment in which, along with the foregoing, could have a material adverse effect on our results of operations, charter hire payments and resale value of vessels. This could have an adverse effect on our results of operations, cash flows, financial
condition and ability to pay dividends, if and when declared.
We may not have adequate insurance to compensate us if we lose our vessels or to compensate third parties.
We procure insurance for our fleet against risks commonly insured by vessel owners and operators. Our current insurance includes hull and machinery insurance, war risk insurance, protection and
indemnity insurance (which includes environmental damage and pollution insurance) and freight, demurrage and defense insurance.
We procure insurance for our vessels against those risks that we believe the shipping
industry commonly insures against. Despite the above policies, we may not be insured in amounts sufficient to address all risks and we or an intermediary may not be able to obtain adequate insurance coverage for our vessels in the future or may not
be able to obtain certain coverage at reasonable rates.
Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a total loss. We may also be subject to calls,
or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. Our insurance
policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs.
Any of these factors could have a material adverse
effect on our financial condition.
We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that may adversely affect our results of operations.
We generate all of our revenues in U.S. dollars and most of our expenses are in U.S. dollars. Although our expenses are not significantly affected by fluctuations in exchange rates, they may be
affected in the future and this could affect the amounts of net income that we report in future periods. While we historically have not mitigated the risk associated with exchange rate fluctuations through the use of financial derivatives, we may
employ such instruments from time to time in the future in order to minimize any such risk. Our use of financial derivatives would involve certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in
the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our financial condition and results of operations.
We depend upon a few significant customers for a large part of our revenues and the loss of one or more of these customers could adversely affect our operating results and
financial performance.
Historically, a small number of charterers have accounted for a significant part of our revenues. Indicatively, for 2023 and 2022, we derived 51% and 57%, respectively, of our consolidated operating
revenues from three and four charterers, respectively. Our charters may be terminated early due to certain events, such as a client’s failure to make payments to us because of financial inability, disagreements with us or otherwise. The ability of
each of our counterparties to perform their obligations under a charter with us depends on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the shipping industry,
prevailing prices for the commodities and products which we transport and the overall financial condition of the counterparty. Should a counterparty fail to honor its obligations under an agreement with us, we may be unable to realize revenue under
that charter and could sustain losses. In addition, if we lose an existing client, it may be difficult for us to promptly replace the revenue we derived from that counterparty. Any of these factors could have a material adverse effect on our
business, financial condition, cash flows and operating results.
We are an “emerging growth company” and we cannot be certain that the reduced disclosure and other requirements applicable to emerging growth companies will not make our common
shares less attractive to investors.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive
as a result, there may be a less active trading market for our common shares and our share price may be more volatile.
In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) for so long as we are an emerging growth company.
For as long as we take advantage of the reduced reporting obligations, the information that we provide our shareholders may be different from information provided by other public companies. We are
choosing to “opt out” of the extended transition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of
such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion; (ii) the last day of the fiscal
year during which the fifth anniversary of the date of the IPO occurs; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that are held
by nonaffiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1 billion in non-convertible debt securities during any three-year period.
Once we lose emerging growth company status, we expect the costs and demands placed upon our management to increase, as we will be required to comply with additional disclosure and accounting requirements. In addition, management time and attention,
as well as the engagement of our auditors and/or other consultants, will be required in order for us to prepare to comply with the increased disclosure and accounting standards required of companies who are not emerging growth companies, most notably
compliance with Section 404 of the Sarbanes-Oxley Act and related auditor attestation requirements.
We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations.
We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As
a result, our ability to satisfy our obligations depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy our obligations.
We hold a minority interest in certain transactions and our views about the operations of those vessels may differ from our partners and adversely affect our interest in the
investment.
We agreed to invest, as a minority interest holder, in the construction of two methanol-ready, stainless steel chemical tankers. As a minority interest holder in this investment, our partners may
have interests that are different from ours which may result in conflicting views as to the operation the vessels and we may not be able to control the operation of these vessels when delivered or otherwise operate the company in which we have
invested in a manner that we believe to be most profitable to its equity holders. However, there can be no assurance that we will complete this investment successfully or identify any similar successful opportunities in the future.
In addition, although we do not expect to initially control the commercial or technical management of the stainless-steel chemical tankers that we
have agreed to invest in, to the extent that we do manage them in the future
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our management does not have experience managing tanker vessels and we may not be successful in
operating the vessels.
Because we are organized under the laws of the Marshall Islands, it may be difficult to serve us with legal process or enforce judgments against us, our directors or our
management.
We are organized under the laws of the Marshall Islands, and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officers are
non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for someone to bring an action against us or against these
individuals in the United States if they believe that their rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may
prevent or restrict them from enforcing a judgment against our assets or the assets of our directors or officers.
The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.
We are incorporated under the laws of the Republic of the Marshall Islands and we conduct operations in countries around the world. Consequently, in the event of any bankruptcy, insolvency,
liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the
United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy
court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court
would determine it had jurisdiction.
If we expand our business further, we may need to improve our operating and financial systems and will need to recruit suitable employees and crew for our vessels.
Our current operating and financial systems may not be adequate if we further expand the size of our fleet and our attempts to improve those systems may be ineffective. In addition, if we expand our
fleet further, we will need to recruit suitable additional seafarers and management personnel. While we have not experienced any difficulty in recruiting to date, we cannot guarantee that we will be able to continue to hire suitable employees if we
expand our fleet. If we or our crewing agents encounter business or financial difficulties, we may not be able to adequately staff our vessels. If we are unable to grow our financial and operating systems or to recruit suitable employees, should we
determine to expand our fleet, our financial performance may be adversely affected, among other things.
We may be subject to United States federal income tax on United States source income, which may reduce our earnings.
Under the United States Internal Revenue Code of 1986, as amended (the “Code”), 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries,
that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deduction, unless that corporation qualifies for
exemption from tax under Section 883 of the Code and the regulations promulgated thereunder.
It is expected that the Company qualified for this statutory tax exemption for the prior taxable period and we will take this position for United States federal income tax return reporting purposes.
However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption in the current or future taxable years and thereby become subject to United States federal income tax on our United States
source income. For example, if shareholders with a five percent or greater interest in the Company’s stock were, in the aggregate, to own 50% or more of our outstanding common shares on more than half the days during the taxable year, we may not be
able to qualify for exemption under Section 883. Due to the factual nature of the issues involved, we can give no assurances on our tax-exempt status or that of any of our subsidiaries.
If the Company is not entitled to exemption under Section 883 for any taxable year, the Company, as applicable, could be subject for those years to an effective 2% United States federal income tax on
the shipping income such company derives during the year that is attributable to the transport or cargoes to or from the United States. The imposition of this taxation might have a negative effect on our business and would result in decreased
earnings available for distribution to our shareholders. See “Item 10. Additional Information—E. Taxation” for a more comprehensive discussion of United States federal income tax considerations.
United States tax authorities could treat the Company as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United
States holders.
A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable
year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes
dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For
purposes of these tests, income derived from the performance of services does not constitute “passive income.” United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income
derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. In addition, United States shareholders of a PFIC are required to file annual
information returns with the United States Internal Revenue Service, or IRS.
Based on our method of operations, we do not expect to be a PFIC with respect to any taxable year. In this regard, it is expected that gross income derived or are deemed to have been derived from
time chartering activities will be treated as services income, rather than rental income. Accordingly, it is expected that income from time chartering activities should not constitute “passive income,” and the assets that we own and operate in
connection with the production of that income should not constitute passive assets.
There is substantial legal authority supporting this position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as
services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, in the absence of legal
authority directly relating to PFIC rules, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given
that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations changed.
If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders will face adverse United States federal income tax consequences. Under the PFIC rules,
unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, as discussed in the section of this annual report entitled “Item 10. Additional Information—E.
Taxation—United States Federal Income Taxation–Passive Foreign Investment Company Status and Significant Tax Consequences”), such shareholders would be subject to U.S. federal income tax at the then prevailing income tax rates on ordinary income plus
interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the United States shareholder’s holding period of our common shares, as applicable.
Based on our current and expected composition and our respective subsidiaries’ assets and income, it is not anticipated that we will be treated as a PFIC this taxable year. Actual PFIC status for any
taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurances regarding our status as a PFIC for the current taxable year or any future taxable year. See the discussion in “Item 10.
Additional Information—E. Taxation—United States Federal Income Taxation— Passive Foreign Investment Company Status and Significant Tax Consequences”. Our United States shareholders are urged to consult with their own tax advisors regarding the
possible application of the PFIC rules.
Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.
We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the
world. For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put forth by the Economic Co-operation and Development’s (“OECD”) two-pillar base erosion and profit shifting project. In October
2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual
revenue to pay a global minimum tax of 15% on income received in each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign
business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the digitalization of the economy and, in 2024, these guidelines were declared effective and must now be enacted by those OECD
member countries. It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global
effective tax rate, which could have a material adverse impact on our results of operations and financial results.
Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption
from certain Nasdaq corporate governance standards. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Therefore, we are exempt from some of Nasdaq’s corporate
governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with Nasdaq corporate governance practices, and the establishment
and composition of an audit committee and a formal written audit committee charter. For a list of the practices followed by us in lieu of Nasdaq’s corporate governance rules, we refer you to “Item 16G. Corporate Governance” in this annual report.
Risks Relating to our Securities
We do not have a declared dividend policy and cannot assure you that our board of directors will declare dividend payments in the future.
The declaration and payment of dividends, if any, will always be subject to the discretion of our board of directors.
We do not have a declared dividend policy and if
the Board determines to declare cash dividends on our common and preferred shares, or certain other securities,
the timing and amount of any dividends declared will depend on, among other things, our earnings, financial condition and cash
requirements and availability, our ability to obtain debt and equity financing on acceptable terms, or at all, as contemplated by our growth strategy, and the provisions of Marshall Islands law affecting the payment of dividends. In addition, other
external factors, such as our future lenders imposing restrictions on our ability to pay dividends under the terms of future loan facilities we may enter into, may limit our ability to pay dividends.
Our growth strategy contemplates that we will finance the acquisition of additional vessels through a combination of debt and equity financing on terms acceptable to us. If financing is not available
to us on acceptable terms, our board of directors may determine to finance or refinance acquisitions with cash from operations, which could also reduce or even eliminate the amount of cash available for the payment of dividends.
Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the
shares) or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. We may not have sufficient surplus in the future to pay dividends. We can give no assurance that we will reinstate our dividends in the future
or when such reinstatement might occur.
In addition, our ability to pay dividends to holders of our common shares will be subject to the rights of holders of our Series C Preferred Stock and our Series D Preferred Stock (and other
preferred stock we have issued, or will issue in the future, with dividend rights ranking higher than our common shares), which in each case do or might rank prior to our common shares with respect to dividends, distributions and payments upon
liquidation. No cash dividend may be paid on our common stock unless full cumulative dividends have been or contemporaneously are being paid or provided for on all outstanding shares of Series C Preferred Stock and Series D Preferred Stock (and other
preferred stock we have issued, or will issue in the future, with dividend rights ranking higher than our common shares) for all prior and the then-ending dividend periods. Cumulative dividends on our shares of Series C Preferred Stock and Series D
Preferred Stock accrue at a rate of 8.0% and 7.0% per annum, respectively, at a stated liquidation preference of $1,000 per Series C and Series D Preferred Share and are payable in cash or, at our election, in kind, quarterly on January 15, April 15,
July 15 and October 15 of each year, or, if any such dividend payment date otherwise would fall on a date that is not a business day, the immediately succeeding business day.
If we do not have sufficient cash to pay dividends on our Series C Preferred Stock and Series D Preferred Stock when due, we may suffer adverse consequences.
Dividends to holders of our shares of Series C Preferred Stock and Series D Preferred Stock will be paid in cash or, at our election, in kind. If we do not have sufficient cash to pay dividends to
holders of shares of Series C Preferred Stock and/or Series D Preferred Stock or otherwise elect to pay dividends on our Series C Preferred Stock and/or Series D Preferred Stock in kind, in the form of additional shares of common stock, then such
issuance of additional shares of common stock will result in dilution to our existing shareholders and in additional dividend payment obligations of the Company going forward in periods when our board of directors determines to declare common share
dividends. In addition, a failure to pay dividends on our Series C Preferred Stock and/or Series D Preferred Stock when due will adversely affect our ability to utilize shelf registration statements to sell our securities, which may be an important
fund-raising avenue for us in the future.
Shares of our Series C and Series D Preferred Stock are convertible into our Common Shares, and our Series E Preferred Stock are contingently exercisable into our Common Shares,
which could have an adverse effect on the value of our Common Shares.
Shares of our Series C and Series D Preferred Stock are convertible, in whole or in part, at their holder’s option, to shares of our common stock at any time. In addition, shares of Series E
Preferred Stock may be convertible into shares of our common stock upon the occurrence of certain events. The conversion of our Series C or Series D Preferred Stock, or under limited circumstances, our Series E Preferred Stock, could result in
dilution to our existing shareholders at the time of conversion. Accordingly, the existence of the Series C and Series D Preferred Stock and the ability of a holder to convert the shares of these shares of preferred stock into shares of our common
stock could have a material adverse effect on the value of our common stock.
The market prices and trading volume of our shares of common stock has and may continue to experience rapid and substantial price volatility, which could cause purchasers of our
common stock to incur substantial losses.
The market prices and trading volume of shares of common stock of other small publicly traded companies with a limited number of shares available to purchasers, have experienced recently and over the
years rapid and substantial price volatility unrelated to the financial performance of those companies. Similarly, shares of our common stock have and may continue to experience similar rapid and substantial price volatility unrelated to our
financial performance, which could cause purchasers of our common stock to incur substantial losses, which may be unpredictable and not bear any relationship to our business and financial performance. Extreme fluctuations in the market price of our
common stock may occur in response to strong and atypical retail investor interest, including on social media and online forums, the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in
our common stock and our other securities, access to margin debt, trading in options and other derivatives on our shares of common stock and any related hedging and other trading factors:
If there is extreme market volatility and trading patterns in our common stock, it may create several risks for purchasers of our shares, including the following:
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the market price of our common stock may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals;
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if our future market capitalization reflects trading dynamics unrelated to our financial performance or prospects, purchasers of our common stock could incur substantial losses as prices decline once the level of market volatility has
abated;
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if the future market price of our common stock declines, purchasers of shares of common stock may be unable to resell such shares at or above the price at which they acquired them. We cannot assure such purchasers that the market of our
common stock will not fluctuate or decline significantly in the future, in which case investors could incur substantial losses.
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Further, we may incur rapid and substantial increases or decreases in our common stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by
or affecting us. Accordingly, the market price of our common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business. Overall, there are various factors, many of which are beyond our control, that
could negatively affect the market price of our common stock or result in fluctuations in the price or trading volume of our common stock, including but not limited to:
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actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our operating results;
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our ability to pay dividends or other distributions;
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publication of research reports by analysts or others about us or the shipping industry in which we operate which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;
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changes in market valuations of similar companies;
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our continued compliance with Nasdaq’s listing standards;
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market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;
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additions or departures of key personnel;
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actions by institutional or significant stockholders;
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short interest in our common stock or our other securities and the market response to such short interest;
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the dramatic increase in the number of individual holders of our common stock and their participation in social media platforms targeted at speculative investing;
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speculation in the press or investment community about our company or industries in which we operate;
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strategic actions by us or our competitors, such as acquisitions or other investments;
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legislative, administrative, regulatory or other actions affecting our business, our industry;
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investigations, proceedings, or litigation that involve or affect us;
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the occurrence of any of the events described as in other risk factors included in this annual report; and
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general market and economic conditions.
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We may not be able to maintain compliance with Nasdaq’s continued listing requirements.
Our common stock is listed on the Nasdaq Capital Market.
If we fail to maintain compliance with all applicable continued listing requirements for Nasdaq, such as
the minimum $1.00 per share bid price requirement, and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, our ability to obtain financing, repay any debt we may incur in the
future and fund our operations. In addition, our ability to raise additional capital through equity or debt financing would be greatly impaired. A suspension or delisting may also breach the terms of certain of our material contracts.
We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law, thus, you may have more difficulty protecting your interests than
shareholders of a U.S. corporation.
Our corporate affairs are governed by our amended and restated articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA
resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of
the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in the United States. The rights of shareholders of the Marshall Islands may differ from
the rights of shareholders of companies incorporated in the United States. While the BCA provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there
have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in protecting your interests in
the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a relatively more substantial body of case law.
As a Marshall Islands corporation and with some of our subsidiaries being Marshall Islands entities and also having subsidiaries in other offshore jurisdictions, our operations
may be subject to economic substance requirements, which could impact our business.
We are a Marshall Islands corporation and some of our subsidiaries are Marshall Islands entities. The Marshall Islands has enacted economic substance laws and regulations with which we may be
obligated to comply. We believe that we and our subsidiaries are compliant with the Marshall Islands economic substance requirements. However, if there were a change in the requirements or interpretation thereof, or if there were an unexpected change
to our operations, any such change could result in noncompliance with the economic substance legislation and related fines or other penalties, increased monitoring and audits, and dissolution of the non-compliant entity, which could have an adverse
effect on our business, financial condition or operating results.
EU Finance ministers rate jurisdictions for tax rates and tax transparency, governance and real economic activity. Countries that are viewed by such finance ministers as not adequately cooperating,
including by not implementing sufficient standards in respect of the foregoing, may be put on a “grey list” or a “blacklist”. Effective as of October 17, 2023, the Marshall Islands has been designated as a cooperating jurisdiction for tax purposes.
If the Marshall Islands is added to the list of non-cooperative jurisdictions in the future and sanctions or other financial, tax or regulatory measures were applied by European Member States to countries on the list or further economic substance
requirements were imposed by the Marshall Islands, our business could be harmed.
Certain of our affiliates hold certain of our common shares and certain of our Preferred Shares that, together, allow them to exert considerable influence over matters on which
our shareholders are entitled to vote.
In connection with the contribution of the OceanPal Inc. Predecessors to us by Diana Shipping, we issued 500,000 shares of Series B Preferred Stock
to Diana Shipping. These shares of Series B Preferred Stock (the “Series B Preferred Stock”) vote with our common shares and each share of Series B Preferred Stock entitles the holder thereof to the right to cast a number of votes for all matters
on which our shareholders are entitled to vote of up to 34% of the total number of votes entitled to vote on all matters submitted to a vote of our common shareholders, subject to certain limitations that prevent Diana Shipping from exercising more
than 49% of the aggregate voting authority derived from any voting security then held by Diana Shipping on any matter put to shareholders. In addition, in connection with the contribution, Diana Shipping also received 10,000 shares of our Series C
Preferred Stock (the “Series C Preferred Stock”), which are convertible into common shares at Diana Shipping’s option following the first anniversary of the original issue date (i.e. November 29, 2021), at a conversion price equal to the lesser of
$1,300.00 and the 10-trading day trailing VWAP of our common shares, subject to certain adjustments. On October 17, 2023, Diana Shipping exercised its right to convert an aggregate of 9,793 shares of our Series C Preferred Stock, following which
conversion, Diana Shipping as of April 10, 2024 owned 48.97% of our issued and outstanding shares of common stock and holds 207 shares of our Series C Preferred Stock. Through its beneficial ownership of common shares of Series B Preferred Stock,
Diana Shipping is able to establish a quorum at any shareholder meeting. While Diana Shipping has no agreement, arrangement or understanding relating to the voting of its common shares or shares of Series B Preferred Stock, it is able to influence
the outcome of matters on which our shareholders are entitled to vote, including the election of directors and other significant corporate actions. In addition, an entity controlled by our Chairperson, also has the ability to cause the vote of up
to 15% of the total number of votes entitled to vote on all matters submitted to a vote of our common shareholders through the ownership of our issued and outstanding Series E Preferred Shares. For more information, please see “Item 7B. Related
Party Transactions —Issuance of Series E Preferred Stock.”. This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, merger, consolidation, takeover or other business combination. This
concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our shares. So long as Diana
Shipping continues to have a significant interest on us, even though the amount is less than 50% of our voting power, it will continue to be able to exercise considerable influence over our decisions. The interests of Diana Shipping may be
different from your interests.
Future issuances or sales of our common stock could cause the market price of our common stock to decline.
Issuances or sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, may depress the market price for our common stock. These
issuances and sales could also impair our ability to raise additional capital through the sale of our equity securities in the future.
As of April 10, 2024, we had outstanding Class A warrants under the January 2022 Offering (refer to discussion in Item 4. Information on the Company under the section “History and Development of the
Company” below) that may obligate us to issue up to an additional of 72,370 common shares, and outstanding Class B warrants under the 2023 Registered Direct Offering that may obligate us to issue up to an additional of 750,000 common shares, or of
822,370 common shares in the aggregate, upon the exercise of these warrants in full. In addition, we may issue additional shares of common stock upon the conversion of one or more series of our preferred shares and may issue additional securities in
the future for any purpose and for such consideration and on such terms and conditions as we may determine appropriate or necessary, including in connection with equity awards, financings or other strategic transactions. In addition, our stockholders
may elect to sell large numbers of shares held by them from time to time.
Our amended and restated articles of incorporation authorize us to issue up to 1,000,000,000 shares of common stock, of which 7,451,977 shares were issued and outstanding as of April 10, 2024. The
number of shares of common stock available for sale in the public market will be limited by restrictions applicable under securities laws.
The market price of our common shares could also decline due to sales, or the announcements of proposed sales, of a large number of common shares by our large shareholders, or the perception that
these sales could occur.
Anti-takeover provisions in our organizational documents could make it difficult for our shareholders to replace or remove our current board of directors or have the effect of
discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock.
Several provisions of our amended and restated articles of incorporation and bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year,
preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.
These provisions include:
|
|
• |
authorizing our board of directors to issue “blank check” preferred stock without shareholder approval;
|
|
|
• |
providing for a classified board of directors with staggered, three-year terms;
|
|
|
• |
prohibiting cumulative voting in the election of directors;
|
|
|
• |
authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote for the directors;
|
|
|
• |
prohibiting shareholder action by written consent;
|
|
|
• |
limiting the persons who may call special meetings of shareholders; and
|
|
|
• |
establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.
|
In addition, we have adopted a Stockholders Rights Agreement, pursuant to which our board of directors may cause the substantial dilution of any person that attempts to acquire us without the
approval of our board of directors.
These anti-takeover provisions, including provisions of our Stockholders Rights Agreement, could substantially impede the ability of public shareholders to benefit from a change in control and, as a
result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.
| Item 4. |
Information on the Company
|
| A. |
History and Development of the Company
|
OceanPal Inc. was incorporated by Diana Shipping (NYSE: DSX) under the laws of the Republic of the Marshall Islands on April 15, 2021 to serve as
the holding company of the three former vessel owning subsidiaries that were contributed to us by Diana Shipping (the “OceanPal Inc. Predecessors”), together with $1
.0
million in
working capital, in connection with the distribution by us of all of the 44,101 issued and outstanding common stock to Diana Shipping’s shareholders on November 29, 2021 (the “Spin-Off”). In connection with the Spin-Off, Diana Shipping received
500,000 shares of our Series B Preferred Stock and 10,000 shares of our 8.0% Series C Preferred Stock. Our common stock trades on the Nasdaq Capital Market under the ticker symbol “OP” since November 30, 2021.
We and Diana Shipping are independent publicly traded companies with separate independent boards of directors. All references in this annual report to us for periods prior to the Spin-Off refer to
the OceanPal Inc. Predecessors. Effective December 22, 2022, and June 8, 2023, we effected a 1-for-10 and a 1-for-20 reverse stock split, respectively, on our common stock. All share and per share amounts disclosed herein, give effect to these
reverse stock splits retroactively, for all periods presented, unless indicated otherwise.
We are an independent provider of worldwide ocean-going transportation services. As of the date of this annual report, we own and operate five dry bulk carriers that transport major bulks such as
iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers with a total cargo carrying capacity of approximately 572,599 dwt. We intend to expand our fleet in the future and may acquire additional dry bulk carriers as well
as vessels in other sectors based on our assessment of market conditions. We intend to acquire additional vessels principally in the secondhand market, including acquisitions from unrelated third parties, and we may also acquire additional vessels
from Diana Shipping or other related parties, provided that such related party acquisitions are negotiated and conducted on an arms-length basis. Diana Shipping has granted us a right of first refusal over six identified dry bulk carriers owned by
Diana Shipping on the Spin-Off date. As of the date of this annual report, one of the six identified vessels from Diana Shipping remains available for our purchase. Pursuant to this right of first refusal, we have the right, but not the obligation,
to purchase this identified vessel when and if Diana Shipping determines to sell the vessel at fair market value at the time of sale. See “Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions.” We may also enter
into newbuilding contracts to the extent that we believe they present attractive opportunities.
Our executive offices are located at Pendelis 26, 175 64 Palaio Faliro, Athens, Greece. Our telephone number at this address is +30-210-9485-360. The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s Internet site is http://www.sec.gov. Our internet address is http://www.oceanpal.com. None of the
information contained on these websites is incorporated into or forms a part of this annual report.
January 2022 Offering
On January 25, 2022, we closed an underwritten public offering of 15,571,429 units at a price of $0.77 per unit, 200 units consisting of one share
of our common stock (or 200 pre-funded warrants in lieu of one share of our common stock) and 200 Class A warrants to purchase one share of our common stock. In addition, certain selling shareholders affiliated with us (the “Selling Shareholders”)
sold an aggregate of 3,143 shares of common stock in the offering. Each of the 3,143 shares of common stock sold by the Selling Shareholders on the primary offering, was delivered to the underwriters with 200 additional Class A warrants to purchase
one share of common stock (sold by us), on a firm commitment basis. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 5,743 common shares from the Selling Shareholders and 6,407 common shares, along
with 2,430,000 Class A warrants from us to purchase 12,150 shares of common stock. Each of the 5,743 shares of common stock sold by the Selling Shareholders upon exercise of the underwriters’ over-allotment option, was sold with 200 Class A
warrants (sold by us) to purchase one share of our common stock, on a firm commitment basis. All pre-funded warrants related to this offering were exercised during 2022, whereas, as of April 10, 2024, Class A warrants to purchase 72,370 common
shares remain
ed
available for exercise at an exercise price of $154.00 per share. The gross proceeds of the offering to us, before underwriting discounts and commissions and
estimated offering expenses, were approximately $16.19 million (including the exercise of the overallotment option, the exercise of 4,156,000 Class A warrants to purchase 20,780 shares of common stock, and the exercise of all pre-funded warrants).
We did not receive any of the proceeds from the sale of common shares by the Selling Shareholders and we only received the proceeds for the Class A warrants sold together with the Selling Shareholders’ shares of common stock. We refer to this
offering as the “January 2022 Offering.”
2023 Registered Direct Offering and Concurrent Private Placement
On February 10, 2023, we issued 15,000,000 units with each twenty units consisting of one share of common stock (or twenty pre-funded warrants in
lieu of one share of our common stock) and twenty Class B Warrants. We also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding
common stock immediately following the consummation of this offering, the opportunity to purchase twenty pre-funded warrants in lieu of one share of common stock. Each twenty pre-funded warrants were exercisable for one share of common stock at an
exercise price of $0.20 per share. As of December 31, 2023, all the pre-funded warrants related to this offering have been exercised, and, further, as of April 10, 2024, all Class B warrants to purchase 750,000 common shares remain
ed
available for exercise at an exercise price of $20.20 per share. The gross proceeds of the offering to us, before deducting for placement agency fees and estimated offering
expenses, including the exercise of pre-funded warrants, were approximately $15.16 million as of the date of this annual report. We refer to this offering as the “February 2023 Registered Direct Offering” Also, on the same date, we sold to each
purchaser of the units, 15,000,000 unregistered privately placed warrants, to purchase up to an aggregate of 750,000 shares of our common stock at an exercise price of $20.20 per share. On February 23, 2023, we filed with the SEC a resale
registration agreement in Form F-1 regarding the privately placed warrants which was declared effective on March 8, 2023. All
the
privately placed warrants were exercised by
September 29, 2023. We did not receive any proceeds from the exercise of the privately placed warrants since these were exercised on an alternative cashless basis, resulting to the issuance of 562,501 shares of common stock. We refer to this
offering as the “Concurrent Private Placement” or the “Selling Shareholders Registration Statement”.
Acquisition of vessel
On February 1, 2023, we, through one of our wholly owned subsidiaries, entered into a memorandum of agreement with Diana Shipping to acquire a 2005-built Panamax vessel, the m/v Melia, for a total
consideration of $14.0 million. Of the purchase price, $4.0 million, was paid in cash upon signing of the memorandum of agreement, and the remaining amount of $10.0 million was paid upon delivery of the vessel to us in 13,157 shares of our Series D
Preferred Stock. Our purchase of this vessel was made pursuant to our exercise of a right of first refusal granted to us by Diana Shipping on six identified vessels based on an agreement dated November 8, 2021. The vessel was delivered to us on
February 8, 2023. The acquisition of the vessel was approved by a committee of independent members of our Board of Directors. For additional information, please see “Item 7. Major Shareholders and Related Party Transactions — Related Party
Transactions — Diana Shipping Right of First Refusal.”
2021 Equity Incentive Plan
On March 7, 2023, and February 21, 2024, our Board of Directors approved the award of 3,332 shares and 3,332 shares, respectively, of Series C Preferred Stock to our directors, pursuant to our 2021
Equity Incentive Plan, as amended and restated (the “2021 Equity Incentive Plan”), as an annual incentive bonus. The fair value of each of the preferred stock awards under the 2021 Equity Incentive Plan, was determined based on an independent
third-party valuation.
Nasdaq Minimum Bid Price Compliance
On March 27, 2023, we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per
share, we no longer met the minimum bid price requirement under Nasdaq rules. On June 8, 2023, we effected a 1-for-20 reverse split of our common stock and, at the opening of trading of the same day, our common stock began trading on a split-adjusted
basis on the Nasdaq Capital Market. The reverse stock split was approved by our shareholders at our 2023 Annual Meeting of Shareholders held on May 3, 2023. The one-for-twenty ratio was approved by our Board on May 24, 2023. Our Board has the
authority to effect one or more additional reverse stock splits on our issued shares of common stock, pursuant to the shareholder approval granted on May 3, 2023, in the aggregate ratio of not more than 1-for-250, with the exact ratio to be
determined by the Board in its discretion. As of June 22, 2023, our common stock remained at $1.00 per share or higher for ten consecutive days. As such, on June 23, 2023, we received a letter from the Nasdaq Capital Market confirming that we
regained compliance with the minimum bid price requirement. As a result of this reverse stock split, there was no change in the number of authorized shares or the par value of our common stock.
Post-Effective Amendment to Form F-1 on Form F-3
On April 10, 2023, we filed a single prospectus as part of a registration statement on Form F-3 (the “Registration Statement”) to update and supplement information contained in the Prior Registration
Statements (as defined below). Pursuant to Rule 429 under the Securities Act, the prospectus included in the Registration Statement is a combined prospectus relating to (i) the registration statement on Form F-1 originally filed with the SEC on
January 12, 2022, which was declared effective on January 20, 2022 (the January 2022 Registration Statement”), (ii) the registration statement on Form F-1 originally filed with the SEC on April 7, 2022, which was declared effective on February 8,
2023 (the “February 2023 Registration Statement”) and (iii) the Selling Shareholders Registration Statement, or the “Prior Registration Statements”).
This Post-Effective Amendment to Form F-1 on Form F-3 (the “Post-Effective Amendment”) constitutes Post-Effective Amendment No. 3 to the January 2022 Registration Statement, Post-Effective Amendment
No. 1 to the February 2023 Registration Statement and Post-Effective Amendment No. 1 to the Selling Shareholders Registration Statement and was filed in order to convert the Prior Registration Statements into a registration statement on Form F-3.
Filing of Shelf Registration Statement on form F-3
On June 30, 2023, we filed a prospectus as part of a shelf registration statement on Form F-3, under which we may sell, from time to time, our common stock (including related preferred stock purchase
rights), preferred stock, debt securities, warrants, purchase contracts, rights and units described in the prospectus in one or more offerings up to a total dollar amount of $250.0 million. The SEC declared the shelf registration statement effective
on July 14, 2023.
Issuance of Series E Preferred Stock
On March 20, 2023,
we
issued 1,200 shares of
our
newly-designated Series E Preferred Stock (the “Series E Preferred Stock”), par value $0.01 per share, to an affiliated company of
our
Chairperson, Mrs. Semiramis Paliou, for a purchase price of $35,000. This transaction was evaluated by a financial advisor engaged to evaluate the transaction and deliver an opinion as to the financial fairness and the fair value of such
consideration. The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the shares of common stock of the Company, and each share of the Series E Preferred Stock entitles the holder thereof to up
to 25,000 votes, on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the total number of votes entitled to be cast on matters put to shareholders of the Company. The Series E Preferred Stock is convertible,
at the election of the holder, in whole or in part, into shares of our common stock at a conversion price equal to the 10-trading day trailing VWAP of our common stock, subject to certain adjustments, commencing at any time after (i) the
cancellation of all of our Series B Preferred Stock or (ii) the transfer for all of our Series B Preferred Stock (collectively, a “Series B Event”). The 15% limitation discussed above, shall terminate upon the occurrence of a Series B Event. The
Series E Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons or entities, with the prior consent of the Company. The issuance of shares of Series E Preferred Stock was approved by an independent
committee of
our
Board of Directors.
Appointment of Chief Executive Officer, new Chief Financial Officer and new Secretary
Effective February 2, 2023, we appointed Mr. Robert Perri as our Chief Executive Officer. Effective as of April 25, 2023, we appointed Vasiliki Plousaki as the Company’s new Chief
Financial Officer, and appointed Margarita Veniou as the Company’s new Secretary.
Dividend Declarations
On January 17, 2023, we paid a cash dividend on our Series C Preferred Stock i) issued to Diana Shipping and ii) awarded on April 15, 2022 as part of the 2021 Equity Incentive Plan (i.e. 11,982
shares in aggregate) concerning the period from October 15, 2022 to January 14, 2023, inclusive, in the aggregate amount of $0.24 million.
On January 17, 2023, we paid a cash dividend on our then outstanding Series D Preferred Stock (i.e. 9,172 shares), concerning the period from October 15, 2022 to January 14, 2023, inclusive, in the
aggregate amount of $0.16 million.
On April 17, 2023, we paid a cash dividend on our then outstanding Series C Preferred Stock i) issued to Diana Shipping and ii) awarded on April 15, 2022 and as part of the 2021 Equity Incentive
Plan (i.e. 11,982 shares in aggregate), for the period from January 15, 2023 to April 14, 2023, inclusive, and iii) our Series C Preferred Stock awarded on March 7, 2023, for the period from March 7, 2023 to April 14, 2023, inclusive, in the
aggregate amount of $0.27 million.
On April 17, 2023, we paid a cash dividend on i) 9,172 shares of our Series D Preferred Stock for the period from January 15, 2023 to April 14, 2023, inclusive, and ii) M/V Melia acquisition from
Diana Shipping discussed above (i.e. 13,157 shares) for the period from February 8, 2023 to April 14, 2023, inclusive, in the aggregate amount of $0.33 million.
On July 17, 2023, we paid a cash dividend on our then outstanding Series C Preferred Stock i) issued to Diana Shipping and ii) awarded on April 15, 2022 and March 7, 2023 as part of the 2021 Equity
Incentive Plan (i.e. 15,314 shares in aggregate), for the period from April 15, 2023 to July 14, 2023, inclusive, in the aggregate amount of $0.31 million.
On July 17, 2023, we paid a cash dividend on our then outstanding Series D Preferred Stock (i.e. 13,739 shares), concerning the period from April 15, 2023 to July 14, 2023, inclusive, in the
aggregate amount of $0.24 million.
On October 16, 2023, we paid a cash dividend on our then outstanding Series C Preferred Stock i) issued to Diana Shipping Inc. and ii) awarded on April 15, 2022 and March 7, 2023 as part of the 2021
Equity Incentive Plan (i.e. 15,314 shares in aggregate), for the period from July 15, 2023 to October 14, 2023, inclusive, in the aggregate amount of $0.31 million.
On October 16, 2023, we paid a cash dividend on our then outstanding Series D Preferred Stock (i.e. 13,739 shares), concerning the period from July 15, 2023 to October 14, 2023, inclusive, in the
aggregate amount of $0.24 million.
On January 16, 2024, we paid a cash dividend on our then outstanding Series C Preferred Stock i) issued to Diana Shipping Inc. and ii) awarded on April 15, 2022 and March 7, 2023 as part of the 2021
Equity Incentive Plan (i.e. 5,521 shares in aggregate), for the period from October 15, 2023 to January 14, 2024, inclusive, in the aggregate amount of $0.11 million.
On January 16, 2024, we paid a cash dividend on our then outstanding Series D Preferred Stock (i.e. 13,738 shares), concerning the period from October 15, 2023 to January 14, 2024, inclusive, in the
aggregate amount of $0.24 million.
Diana Shipping 2023 Stock Dividend and other exercises of Series D Preferred Stock
On April 24, 2023, Diana Shipping declared a special stock dividend to its shareholders of our shares of Series D Preferred Stock issued to Diana in connection with the acquisition of m/v Melia in
February 2023 (i.e., 13,157 shares). Because no public market exists or is expected to develop for our Series D Preferred Stock, Diana Shipping converted the shares of our Series D Preferred Stock that were payable as Special Stock Dividend into our
shares of common stock and distributed such shares of common stock to each of its common shareholders, provided that each Diana Shipping common shareholder was given the opportunity in their sole discretion to opt out, in whole but not in part, of
the conversion of the shares of Series D Preferred Stock into shares of our common stock and instead receive shares of Series D Preferred Stock.
Diana Shipping’s shareholders electing to receive shares of our Series D Preferred Stock by opting out of the automatic conversion received a number of shares of Series D Preferred Stock equal to
such common shareholder’s pro-rata portion of all the shares of our Series D Preferred Stock, rounded down to the nearest whole number. Any fractional shares of the Series D Preferred Stock that would otherwise be distributed were converted into our
Common Shares at the applicable conversion rate and sold, and the net proceeds therefrom were delivered to such common shareholders. Diana Shipping common shareholders receiving our common shares received the pro-rata number of Common Shares to which
they were entitled following conversion, rounded down to the nearest whole number, and any fractional shares were aggregated and sold and the net proceeds thereof were delivered to Diana Shipping’s common shareholders. All of our fractional share
calculations and the payment of cash in lieu thereof were determined at the shareholder nominee level.
As a result of Diana Shipping’s June 2023 Special Stock Dividend, 8,59
0
shares
of our Series D preferred Stock were redeemed through the issuance of 1,977,491 shares of our common Stock, and 4,567 shares of our Series D preferred Stock were distributed to Diana Shipping common stockholders.
During 2023 and the period from January 1, 2024, to April 10, 2024, holders of the Company’s Series D preferred stock unaffiliated with the Company, in accordance with the provisions and the
conversion mechanism prescribed in the Series D statement of designations, exercised their right to redeem one and nine, respectively, Series D Preferred Stock to common stock, resulting in the issuance of 385 and 3,376, respectively, common
shares. As a result of these exercises, as of April 10, 2024, we had issued and outstanding 13,729 shares of Series D Preferred Stock.
Investment in Methanol-Ready Chemical Tanker Newbuildings
On August 29, 2023, we invested in a Norwegian entity, RFSea Infrastructure II AS, that is constructing, under two separate newbuilding contracts, two 6,600 dwt methanol-ready, stainless steel
chemical tankers with expected delivery dates between the fourth quarter of 2025 and the first quarter of 2026. In connection with this transaction, we committed an aggregate amount of $4.13 million, due in three equal installments of $1.38 million
each. The first installment was paid in September 2023, and the two remaining installments are expected to be due in late 2024 and mid-2025, respectively.
Diana Shipping redemption of Series C Preferred Stock
On October 17, 2023, Diana Shipping, pursuant to the provisions of the Series C Preferred Stock statement of designations, exercised their right to redeem 9,793 of its 10,000 Series C Preferred
Stock, through the issuance to Diana Shipping of 3,649,474 of our shares of common stock. The redemption rate which was utilized in connection with the redemption of the Series C Preferred Stock was based on the 10-day trailing VWAP of the Company’s
common stock, in accordance with the conversion mechanism prescribed in the Series C Preferred Stock statement of designation.
Recent Developments
2024 Annual General Meeting
On April 3, 2024, we announced that our annual meeting of shareholders (the “Annual Meeting”) will be held in virtual format at 8:00 a.m. Eastern Standard Time on May 17, 2024. All shareholders of
record as of March 28, 2024, may attend and vote by following the instructions included in the Notice of Annual Meeting of Shareholders and accompanying proxy statement which is available on the SEC website and Company website.
| B. |
Business overview
|
We are a global provider of shipping transportation services. We specialize in the ownership of vessels. Each of our vessels is owned through a separate wholly owned subsidiary.
As of the date of this annual report, our operating fleet consists of five dry bulk carriers, of which three are Panamaxes and two are Capesize vessels, having a combined carrying capacity of 572,599
dwt and a weighted average age of 19.0 years. Our vessels transport major bulks such as iron ore, coal and grains, and minor bulks such as bauxite, phosphate and fertilizers.
Our Current Fleet
The following table presents certain information concerning the dry bulk carriers in our fleet, as of April 10, 2024:
Fleet Employment Profile (As of April 10, 2024)
OceanPal Inc.’s fleet is employed as follows:
|
Vessel
BUILT DWT
|
Sister Ships*
|
Gross Rate
(USD/Day)
|
Com**
|
Charterers
|
Delivery
Date to
Charterers***
|
Redelivery Date to
Owners****
|
Notes
|
||||||||||||||||||
|
3 Panamax Bulk Carriers
|
|||||||||||||||||||||||||
|
1
|
PROTEFS
|
A |
$
|
10,500
|
5.00
|
%
|
LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD
|
12-Sept-23
|
09-Apr-24
|
1,2
|
|||||||||||||||
|
2004 73,630
|
$
|
13,000
|
5.00
|
%
|
CHINA RESOURCE CHARTERING LIMITED
|
14-Apr-24
|
13-Jul-24
|
3,4
|
|||||||||||||||||
|
2
|
CALIPSO
|
A |
$
|
11,000
|
5.00
|
%
|
OLDENDORFF CARRIERS DENMARK APS
|
28-Sep-23
|
05-Nov-23
|
||||||||||||||||
|
2005 73,691
|
$
|
10,250
|
5.00
|
%
|
COFCO INTERNATIONAL FREIGHT(S)
PTE. LTD.
|
05-Nov-23
|
24-Feb-24
|
||||||||||||||||||
|
$
|
12,500
|
5.00
|
%
|
HMM CO., LTD.
|
24-Feb-24
|
28-Mar-24
|
|||||||||||||||||||
|
$
|
13,250
|
5.00
|
%
|
COFCO INTERNATIONAL FREIGHT SA
|
06-Apr-24
|
05-Jul-24
|
|||||||||||||||||||
|
3
|
MELIA
|
$
|
6,250
|
5.00
|
%
|
ASL BULK SHIPPING LIMITED
|
26-Aug-23
|
09-Nov-23
|
|||||||||||||||||
|
2005 76,225
|
$
|
9,500
|
5.00
|
%
|
FORTUNE OCEAN MARINE PTE. LTD.
|
09-Nov-23
|
12-Dec-23
|
||||||||||||||||||
|
$
|
11,850
|
5.00
|
%
|
LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD
|
12-Dec-23
|
06-Feb-24
|
|||||||||||||||||||
|
$
|
12,100
|
5.00
|
%
|
ASL BULK SHIPPING LIMITED
|
06-Feb-24
|
25-Apr-24
|
5,6
|
||||||||||||||||||
|
2 Capesize Bulk Carriers
|
|||||||||||||||||||||||||
|
4
|
SALT LAKE CITY
|
$
|
14,500
|
5.00
|
%
|
FIVE OCEAN CORPORATION
|
26-Sep-23
|
06-Feb-24
|
|||||||||||||||||
|
2005 171,810
|
$
|
15,150
|
5.00
|
%
|
DEYESION SHIPPING & TRADING COMPANY LIMITED
|
06-Feb-24
|
05-May-24 - 05-Jul-24
|
||||||||||||||||||
| 5 |
BALTIMORE
|
$
|
20,000
|
|
27-Sep-23
|
18-Nov-23
|
|
||||||||||||||||||
|
2005 177,243
|
$ |
13,500
|
5.00
|
% |
RICHLAND BULK PTE. LTD.
|
18-Nov-23
|
20-Apr-24-15-May-24 |
7
|
|||||||||||||||||
| * |
Each dry bulk carrier is a “sister ship”, or closely similar to other dry bulk carriers that have the same letter.
|
| ** |
Total commission percentage paid to third parties.
|
| *** |
In case of newly acquired vessel with new time charter attached, this date refers to the expected/actual date of delivery of the vessel to the Company.
|
| **** |
Range of redelivery dates, with the actual date of redelivery being at the Charterers’ option, but subject to the terms, conditions, and exceptions of the particular charterparty.
|
| 1. |
Charterers will compensate the Owners at a rate of 80% of the Baltic Panamax Index 5 TC average as published by the Baltic Exchange on a daily basis of the vessel’s present charter party rate, whichever is higher, for the excess period
commencing from March 25, 2024, until the actual redelivery date.
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| 2. |
Currently without an active charterparty.
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3.
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Estimated delivery date to the Charterers.
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| 4. |
Redelivery date on an estimated time charter trip duration of about 90 days.
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5.
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Redelivery date on an estimated time charter trip duration of about 79 days.
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| 6. |
For redelivery of the vessel south of Hong Kong, including Hong Kong, the gross rate will be $12,100/day. For redelivery of the vessel north of Hong Kong up to
Changjiangkou, including Changjiangkou, the gross rate will be $12,500/day. For redelivery of the vessel north of Changjiangkou, the gross rate will be $13,000/day.
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| 7. |
Based on latest information.
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Management of Our Fleet
Our business is the ownership of vessels. We are a holding company that wholly owns the subsidiaries which own the vessels that comprise our fleet. The holding company sets general overall direction
for the company and interfaces with various financial markets. The commercial and technical management, except for insurance services, of our fleet is carried out by Diana Wilhelmsen Management Limited, which we refer to as DWM, a 50/50 joint venture
between Wilhelmsen Ship Management and Diana Shipping. In exchange for providing us with commercial and technical services, we pay DWM a monthly fee per vessel and a percentage of the vessels’ gross revenues. Insurance and handling of claims
services, brokerage services and the provision of certain administrative management services are carried out by Steamship, an affiliated company of us and Diana Shipping. Brokerage services relate to the purchase, sale or chartering of our vessels,
brokerage services relating to the repairs and other maintenance of our vessels, and any relevant consulting services. Administrative management services may include budgeting, reporting, monitoring of bank accounts, compliance with banks, payroll
services, legal and securities compliance services, and any other possible administrative management services that we require to perform our business activities. Please see “Item 7. Major Shareholders and Related Party Transactions-B. Related Party
Transactions.”
Our Customers
Our customers include regional and international companies. For the period from January 1, 2021, to November 29, 2021, four and three of the charterers of the OceanPal Inc. Predecessors accounted for
98% and 95%, respectively, of the Predecessors’ revenues. During 2021 (for the period from commencement of our vessels’ operations (November 30, 2021)), 2022 and 2023, three, four, and three of our charterers accounted for 93%, 57%, and 51%,
respectively, of our revenues.
Currently, our vessels are employed on time charter trips with short to medium duration.
Under our time charters, the charterer typically pays us a fixed daily charter rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and canal and port charges. We remain responsible for paying the chartered vessel’s
operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel. Our time charters are for fixed terms and will expire in accordance with the scheduled set forth in the table above, and charter-hire is generally
paid twice a month in arrears. For the period from January 1, 2021 to November 29, 2021, the OceanPal Inc. Predecessors paid commissions that ranged from 4.75% to 5.0% of the total daily charter hire rate of each charter to unaffiliated ship
brokers and to in-house brokers associated with the charterer, depending on the number of brokers involved with arranging the charter. During 2021 (for the period from commencement of our operations upon closing of the Spin-Off (November 30,
2021)), 2022 and 2023, we paid brokerage commissions of 5.0% of the total daily charter hire rate of each charter to unaffiliated ship brokers and to our managers (which excludes address commissions of 3.75
% paid directly to the charterer). Our time charters are subject to earlier termination in the event one of our vessels is a total or constructive loss as the result of casualty or is off hire for more than a
specified period.
Following the expiration of our existing time charters, we expect to employ our fleet in time charter trips with short to medium duration, by either entering into short-term to medium-term trip time
charters or spot voyages, with the exact term depending on the vessel route, although we may employ our vessels on long-term time charters depending on market conditions. Under a voyage charter, we are responsible for both the vessel operating
expenses and the voyage expenses incurred in performing the charter, while under a time charter, we are responsible for vessel operating expenses while the charterer is responsible for voyage expenses. We strategically monitor developments in the dry
bulk shipping industry on a regular basis and, subject to market demand, seek to adjust the charter hire periods for our vessels according to prevailing market conditions. Currently, our vessels are employed on time charter trips with short to medium
duration, which provides us with flexibility in responding to market developments, but in the future we may employ vessels in the spot market or on longer-term time charters. We continuously evaluate the duration of our charters and extend or reduce
the charter hire periods of the vessels in our fleet according to the developments in the dry bulk shipping industry.
The Dry Bulk Shipping Industry
The global dry bulk carrier fleet could be divided into the following categories based on a vessel’s carrying capacity. These categories consist of:
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Very Large Ore Carriers
. Very large ore carriers, or VLOCs, have a carrying capacity of more than 200,000 dwt and are a comparatively new sector of the dry bulk carrier fleet. VLOCs are built to
exploit economies of scale on long-haul iron ore routes.
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(ii) |
Capesize
. Capesize vessels have a carrying capacity of 110,000-199,999 dwt. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size. Capesize vessels
are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on long-haul routes.
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(iii) |
Post-Panamax
. Post-Panamax vessels have a carrying capacity of 80,000-109,999 dwt. These vessels tend to have a shallower draft and larger beam than a standard Panamax vessel with a higher cargo
capacity. These vessels have been designed specifically for loading high cubic cargoes from draught restricted ports, although they cannot transit the Panama Canal.
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(iv) |
Panamax
. Panamax vessels have a carrying capacity of 60,000-79,999 dwt. These vessels carry coal, iron ore, grains, and, to a lesser extent, minor bulks, including steel products, cement and
fertilizers. Panamax vessels are able to pass through the Panama Canal, making them more versatile than larger vessels with regard to accessing different trade routes. Most Panamax and Post-Panamax vessels are “gearless,” and therefore must
be served by shore-based cargo handling equipment. However, there are a small number of geared vessels with onboard cranes, a feature that enhances trading flexibility and enables operation in ports which have poor infrastructure in terms of
loading and unloading facilities.
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(v) |
Handymax/Supramax
. Handymax vessels have a carrying capacity of 40,000-59,999 dwt. These vessels operate in a large number of geographically dispersed global trade routes, carrying primarily grains
and minor bulks. Within the Handymax category there is also a sub-sector known as Supramax. Supramax bulk carriers are ships between 50,000 to 59,999 dwt, normally offering cargo loading and unloading flexibility with on-board cranes, or
“gear,” while at the same time possessing the cargo carrying capability approaching conventional Panamax bulk carriers.
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(vi) |
Handysize
. Handysize vessels have a carrying capacity of up to 39,999 dwt. These vessels are primarily involved in carrying minor bulk cargoes. Increasingly, ships of this type operate within
regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the
infrastructure for cargo loading and unloading.
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Other size categories occur in regional trade, such as Kamsarmax, with a maximum length of 229 meters, the maximum length that can load in the port of Kamsar in the Republic of Guinea. Other terms
such as Seawaymax, Setouchmax, Dunkirkmax, and Newcastlemax also appear in regional trade.
The supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss. The level of scrapping activity is
generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs. The average age at which a vessel is scrapped was 28 years in 2023, 27 years in 2022 and 28
years in 2021.
The demand for dry bulk carrier capacity is determined by the underlying demand for commodities transported in dry bulk carriers, which in turn is influenced by trends in the global economy. Demand
for dry bulk carrier capacity is also affected by the operating efficiency of the global fleet, along with port congestion, which has been a feature of the market since 2004, absorbing tonnage and therefore leading to a tighter balance between supply
and demand. In evaluating demand factors for dry bulk carrier capacity, the Company believes that dry bulk carriers can be the most versatile element of the global shipping fleets in terms of employment alternatives.
Charter Hire Rates
Charter hire rates fluctuate by varying degrees among dry bulk carrier size categories. The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger
vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller dry bulk carriers. Accordingly, charter rates and vessel
values for those vessels are usually subject to less volatility.
Charter hire rates paid for dry bulk carriers are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role. Furthermore, the
pattern seen in charter rates is broadly mirrored across the different charter types and the different dry bulk carrier categories. In the time charter market, rates vary depending on the length of the charter period and vessel-specific factors such
as age, speed and fuel consumption.
In the voyage charter market, rates are, among other things, influenced by cargo size, commodity, port dues and canal transit fees, as well as commencement and termination regions. In general, a
larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit. Voyages with a load port within a region that
includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded
portion (or ballast leg) that is included in the calculation of the return charter to a loading area.
Within the dry bulk shipping industry, the charter hire rate references most likely to be monitored are the freight rate indices issued by the Baltic Exchange. These references are based on actual
charter hire rates under charters entered into by market participants as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers. The Baltic Panamax Index is the index with the longest history. The Baltic Capesize
Index and Baltic Handymax Index are of more recent origin.
The Baltic Dry Index, or BDI, a daily average of charter rates in 20 shipping routes measured on a time charter and voyage basis and covering
Capesize, Panamax, Supramax, and Handysize dry bulk carriers ranged in 2023 from a low of 530 on February 16, 2023 to a high of 3,346 on December 4, 2023. During the first months of 2024, BDI ranged from a low of 1,308 on January 17, 2024 to a high
of 2,419 on March 18, 2024, and closed at 1,5
87
on April 10, 2024.
Vessel Prices
Dry bulk vessel values in 2023 generally were lower as compared to 2022. Consistent with these trends were the market values of our dry bulk carriers. Although charter rates and vessel values have
started to improve in late 2023 and remain generally strong during the first months of 2024, there can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will decrease or improve to any
significant degree in the near future.
Competition
Our business fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies according to changes in the supply and demand for these items. We operate in markets that are
highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an owner and operator. We compete with other owners of
dry bulk carriers in the Capesize, Panamax, Post-Panamax and smaller class sectors as well as with owners of larger VLOCs and Newcastlemax dry bulk carriers. Ownership of dry bulk carriers is highly fragmented.
Permits and Authorizations
We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and
certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates the nationality of the vessel’s crew and the age of a vessel. We have been able to obtain all permits, licenses and
certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.
Environmental and Other Regulations in the Shipping Industry
Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations
in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials,
and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating
procedures.
A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such
as the United States Coast Guard (“USCG”), harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain
permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or
more of our vessels.
Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that
emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with
applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and
may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine
incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.
International Maritime Organization
The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the ”IMO”), has adopted the International Convention for the
Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as ”MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”),
and the International Convention on Load Lines of 1966 (the “LL Convention”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the
handling of harmful substances in packaged forms. MARPOL is applicable to dry bulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage
and spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex
VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all
commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions from shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur
content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. We ensure that all our vessels are currently compliant in all material respects with these regulations.
The Marine Environment Protection Committee, or “MEPC”, adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which
entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at
its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.5%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust
gas cleaning systems. Ships are now required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to
prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (“scrubbers”) which can carry fuel of higher sulfur content. These
regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs as none of our vessels are fitted with scrubbers.
Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur
content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United
States Caribbean area. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. In
December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution (“Barcelona Convention”) agreed to support the designation of a new ECA in the Mediterranean. On December 15, 2022, MEPC 79 adopted
the designation of a new ECA in the Mediterranean, with an effective date of May 1, 2025. In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the North-East Atlantic Ocean. If other ECAs are approved
by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency (“EPA”) or the states where we operate, compliance with
these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March
to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to ships that operate in the North American
and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx
in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021. For the moment, this regulation relates to new building vessels and has no retroactive
application to existing fleet. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur additional operating or other
costs.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel
oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas
emissions from ships, as discussed further below.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement a Ship Energy Efficiency Management
Plans (“SEEMPs”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”). Under these measures, by 2025, all new ships built will be 30% more
energy efficient than those built in 2014. MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas
carriers, general cargo ships, and LNG carriers.
Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and
measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on
a new Energy Efficiency Existing Ship Index (“EEXI”), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (“CII”). The attained EEXI is required to be calculated for ships of 400
gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII
achieved against a determined required annual operational CII. Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on board. For ships above
5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and
after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session on June 2021 and entered into force on November 1, 2022, with the requirements for EEXI and CII certification coming into effect from January 1,
2023. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of
Black Carbon emissions from ships when operating in or near the Arctic. MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the
required information to be submitted to the IMO Ship Fuel Oil Consumption Database. MEPC 79 revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification
that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments will enter into force on May 1, 2024. In July 2023, MEPC 80 approved the plan for
reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.
To ensure compliance with EEXI requirements most owners/operators, including us, may choose to limit engine power, a solution less costly than applying energy saving devices and/ or effecting
certain alterations on existing propeller designs. The engine power limitation is predicted to lead to reduced ballast and laden speeds (at scantling draft,) in the non-compliant vessels which will affect their commercial utilization but also
decrease the global availability of vessel capacity. Furthermore, required software and hardware alterations as well as documentation and recordkeeping requirements will increase a vessel’s capital and operating expenditures.
As of the date of this annual report and since January 1, 2023, official calculations had determined that our vessels were in compliance with the EEXI requirements.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control
systems and could adversely affect our business, results of operations, cash flows and financial condition.
Safety Management System Requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations
of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), our operations are also
subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and
environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management
team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected
vessels and may result in a denial of access to, or detention in, certain ports.
The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code
requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. DWM has obtained applicable documents
of compliance and safety management certificates for all of our vessels for which the certificates are required by the IMO. The documents of compliance and safety management certificate are renewed as required.
Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of
loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers and bulk carriers. The SOLAS Convention regulation II-1/3-10 on goal-based ship
construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July
1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (“GBS Standards”).
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG
Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification
requirements for dangerous goods, and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new
provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments, which came into force on
June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new
handling code, and (6) changes to stowage and segregation provisions.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the
STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake
surveys to confirm compliance.
The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The Polar Code, which
entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also
includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017
are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed
in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure that cyber-risk management systems are incorporated by ship-owners and managers by their first annual Document of
Compliance audit after January 1, 2021. In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring
cybersecurity, which could require additional expenses and/or capital expenditures. The impact of future regulations is hard to predict at this time.
In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime
Distress and Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel. These new requirements may
impact the cost of our operations.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the
IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, (the “BWM Convention”), in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage
their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction
of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.
On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry into force date and not the dates
originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water treatment systems on such vessels at the first International Oil
Pollution Prevention (“IOPP”) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water treatment systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM
Convention’s implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Those changes were adopted at MEPC 72. Ships over 400 gross tons generally
must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary
depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most ships, compliance with the D-2 standard will involve installing
on-board systems to treat ballast water and eliminate unwanted organisms. Ballast water treatment systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical
characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). As of October 13, 2019, MEPC 72’s amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Treatment
Systems, which governs assessment of ballast water treatment systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standard by September 8,
2024. Costs of compliance with these regulations may be substantial. Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water treatment system for the initial
survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention. These amendments have entered into force on June 1, 2022. In
December 2022, MEPC 79 agreed that it should be permitted to use ballast tanks for temporary storage of treated sewage and grey water. MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging
uptake water and bypassing a BWM system should only be used as a last resort. In July 2023, MEPC 80 approved a plan for a comprehensive review of the BWM Convention over the next three years and the corresponding development of a package of
amendments to the Convention. MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which are expected to enter into force in February 2025. A protocol for
ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted.
Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on
our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires
vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”) to impose strict liability on ship owners (including the registered
owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain
insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying
states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Ships are required to maintain a certificate
attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either
on the basis of fault or on a strict-liability basis.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into
force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required
to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate, or “IAFS Certificate”, is issued for the first time; and subsequent surveys when the anti-fouling systems are altered
or replaced. Vessels of 24 meters in length or more but less than 400 gross tonnage engaged in international voyages will have to carry a Declaration on Anti-fouling Systems signed by the owner or authorized agent.
In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for
ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the last application to the ship of such a system. In addition, the IAFS Certificate has been
updated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of these
amendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling application to the vessel. These amendments were formally adopted at MEPC
76 in June 2021 and entered into force on January 1, 2023.
We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.
Compliance Enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for
affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from
trading in U.S. and European Union ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future
.
The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our
operations.
U.S. Regulations
The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act
The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all “owners and
operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The
U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and
CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act
of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:
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injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
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injury to, or economic losses resulting from, the destruction of real and personal property;
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loss of subsistence use of natural resources that are injured, destroyed or lost;
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net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
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lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
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net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
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OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective November 12, 2019, the USCG adjusted the limits of OPA liability for non-tank
vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,200 per gross ton or $997,100 (subject to periodic adjustment for inflation). On December 23, 2022, the USCG issued a final rule to adjust the limitation
of liability under the OPA. Effective March 23, 2022, the new adjusted limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to
periodic adjustment for inflation).
These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or
its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i)
report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply
with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of,
natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a
third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any
other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the
primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable
cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.
OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain
with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by
providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial
responsibility.
The 2010
Deepwater Horizon
oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps
under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety
and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the BSEE amended the Well
Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and the former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore
drilling. In January 2021, U.S. President Biden signed an executive order temporarily blocking new leases for oil and gas drilling in federal waters. However, attorney generals from 13 states filed suit in March 2021 to lift the executive order,
and in June 2021, a federal judge in Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas leases “lies solely with Congress.” In August 2022, a federal judge in
Louisiana sided with Texas Attorney General Ken Paxton, along with the other 12 plaintiff states, by issuing a permanent injunction against the Biden Administration’s moratorium on oil and gas leasing on federal public lands and offshore waters.
After being blocked by the courts, in September 2023, the Biden administration announced a scaled back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. With these rapid changes, compliance with any new
requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the
levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict
liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for
unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these
laws. The Company intends to comply with all applicable state regulations in the ports where the Company’s vessels call.
We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our
insurance coverage, it could have an adverse effect on our business and results of operation.
Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air
contaminants. The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels.
The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption and imposes
strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA
expanded the definition of “waters of the United States” (“WOTUS”), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised,
limited definition of WOTUS. In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the Navigable Waters Protection Rule (“NWPR”) which significantly reduced the scope and oversight of EPA and the Department of the Army in
traditionally non navigable waterways. On August 30, 2021, a federal district court in Arizona vacated the NWPR and directed the agencies to replace the rule with the pre-2015 definition. In January 2023, the revised WOTUS rule was codified in
place of the vacated NWPR. On May 25, 2023, the United States Supreme Court ruled in the case
Sackett v. EPA
that only wetlands and permanent bodies of water with a “continuous surface connection” to
“traditional interstate navigable waters” are covered by the CWA, further narrowing the application of the WOTUS rule. In August 2023, the EPA and the Department of Army issued the final WOTUS rule, effective on September 8, 2023, that largely
reinstated the pre-2015 definition and applied the
Sackett
ruling.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is
discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges
and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General
Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements
for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (“NISA”), such as mid-ocean
ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental
discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations
within two years of EPA’s promulgation of standards. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We
have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility
disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
European Union Regulations
In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances,
including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting
substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for
pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of April
29,
2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor
and report carbon dioxide emissions annually, which may cause us to incur additional expenses.
The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the
number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with
greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented
regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur
content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of January 2020, EU member
states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.
On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market, the EU Emissions Trading System (“EU ETS”)
as part of its “Fit-for-55” legislation to reduce net greenhouse gas emissions by at least 55% by 2030. On July 14, 2021, the European Parliament formally proposed its plan, which would involve gradually including the maritime sector from 2023
and phasing the sector in over a three-year period. This will require shipowners to buy permits to cover these emissions. The Environment Council adopted a general approach on the proposal in June 2022. On December 18, 2022, the Environmental
Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon
emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the start. Big offshore vessels of 5,000 gross tonnage and above will be included in the ‘MRV’ on
the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. In January 2024, the EU ETS was extended to cover CO2 emissions from all large ships (of 5,000 gross tonnage and
above) entering EU ports regardless of the flag they fly and will apply to methane and nitrous oxide emissions beginning in 2026. Shipping companies will need to buy allowances that correspond to the emissions covered by the system. General cargo
vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to
include emissions of two additional greenhouse gases: nitrous oxide and methane. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our
business routines. Additional EU regulations which are part of the EU’s “Fit-for-55,” could also affect our financial position in terms of compliance and administration costs when they take effect.
International Labor Organization
The International Labor Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration
of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in international voyages or flying the flag of a Member and operating from a port, or between
ports, in another country. We believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006.
Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into
force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor
to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce
greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The U.S. initially
entered into the agreement, but on June 1, 2017, the former U.S. President Trump announced that the United States intends to withdraw from the Paris Agreement, and the withdrawal became effective on November 4, 2020. On January 20, 2021, U.S.
President Biden signed an executive order to rejoin the Paris Agreement, which the U.S. officially rejoined on February 19, 2021.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In
accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including
(1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030,
pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy
notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses. At MEPC 77, the
Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the ambition during the revision process. In July 2023, MEPC 80 adopted a revised strategy,
which includes an enhanced common ambition to reach net-zero greenhouse gas emissions from international shipping around or close to 2050, a commitment to ensure an uptake of alternative zero and near-zero greenhouse gas fuels by 2030, as well as
i) reducing the total annual greenhouse gas emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008; and ii) reducing the total annual greenhouse gas emissions from international shipping by at least
70%, striving for 80%, by 2040, compared to 2008.
The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under
the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the
European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package. As part of this initiative, regulations relating to the inclusion of greenhouse gas emissions
from the maritime sector in the European Union’s carbon market are also forthcoming.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to
succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control
legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation
Security Act of 2002 (“MTSA”). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United
States and at certain ports and facilities, some of which are regulated by the EPA.
Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility
Security Code (“the ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security
organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS
Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including
information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security
plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on
which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification
requirements.
The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid
ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us. We intend to comply with the various security measures
addressed by MTSA, the SOLAS Convention and the ISPS Code.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and
Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in
taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.
Inspection by Flag administration and Classification Societies
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and
seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a
classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or “the Rules”, which apply to oil tankers and bulk carriers contracted for
construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of
Shipping, Lloyd’s Register of Shipping).
A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the
machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. In all cases, the interval between any two such
examinations is not to exceed 36 months. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable
and uninsurable and could prevent us from obtaining secured financing on that vessel. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and
results of operations.
Risk of Loss and Liability Insurance
General
The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political
circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from
owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil
pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can
be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.
While we maintain hull and machinery insurance, war risks insurance, protection and indemnity cover and freight, demurrage and defense cover for our operating fleet in amounts that we believe to
be prudent to cover normal risks in our operations, we may not be able to achieve or maintain this level of coverage throughout a vessel’s useful life. Furthermore, while we believe that our present insurance coverage is adequate, not all risks
can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
Hull & Machinery and War Risks Insurance
We maintain marine hull and machinery and war risks insurance, which cover, among other marine risks, the risk of actual or constructive total
loss, for all of our vessels. Our vessels are each covered up to at least fair market value with the hull & machinery deductibles ranging to a maximum of $100,000 per vessel per incident for Panamax vessels and $150,000 per vessel per
incident for the Capesize vessel
s
.
Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I Associations,” and covers our third-party liabilities in connection with our shipping
activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party
property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity
mutual associations, or “Clubs.”
Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 12 P&I Associations that comprise the International Group insure approximately
90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US$10
million up to, currently, approximately US$2.1 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to Estimated Total Calls payable to the Associations based on our claim records as well as
the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group. Our vessels may be subject to Supplementary calls which are calculated as a
percentage of the net Estimated Total Calls for each year and after deducting any applicable rebates, laid up returns and other deductions. A decision to levy Supplementary calls is made by the Board of Directors of the Association at any time
during or after the end of the relevant Policy Year. There is no limit to the number or amount of Supplementary Calls that can be levied in respect of a Policy Year. Supplementary calls, if any, are issued when they are announced and according to
the period they relate to.
|
C.
|
Organizational structure
|
OceanPal Inc. is the sole owner of all of the issued and outstanding shares of our subsidiaries. A list of our subsidiaries is filed as Exhibit 8.1 to this annual report on Form 20-F.
|
D.
|
Property, plants and equipment
|
Our only material properties are the vessels in our fleet.
None.
For a discussion of our results for the year ended December 31, 2022, compared to the period from January 1, 2021, through November 29, 2021 and the period from November 30, 2021 through
December 31, 2021, please see “
Item 5 —A. Operating Results – Year ended December 31, 2022 compared to Period from January 1, 2021 through November 29, 2021 (2021 Predecessor Period) and Period from November 30,
2021 through December 31, 2021 (2021 Company Period)”
, contained in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 31, 2023.
The following management’s discussion and analysis should be read in conjunction with our consolidated financial statements
and the notes to these financial
statements included in “
Item 18. Financial Statements.
”
This discussion contains forward-looking statements that reflect our current
views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section entitled
“Risk Factors” and elsewhere in this annual report.
Lack of Historical Operating Data for Vessels before Their Acquisition
Vessels are generally acquired free of charter. Where a vessel has been under a voyage charter, the vessel is usually delivered to the buyer free of charter. It is rare in the shipping industry
for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel
cannot be acquired without the charterer’s consent and the buyer entering into a separate direct agreement (called a “novation agreement”) with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter
because it is a separate service agreement between the vessel owner and the charterer.
Where we identify any intangible assets or liabilities associated with the acquisition of a vessel, we record all identified assets or liabilities at fair value. Fair value is determined by
reference to market data. We value any asset or liability arising from the market value of the time charters assumed when a vessel is acquired. The amount to be recorded as an asset or liability at the date of vessel delivery is based on the
difference between the current fair market value of the charter and the net present value of future contractual cash flows. When the present value of the time charter assumed is greater than the current fair market value of such charter, the
difference is recorded as prepaid charter revenue. When the opposite situation occurs, any difference, capped to the vessel’s fair value on a charter-free basis, is recorded as deferred revenue. Such assets and liabilities, respectively, are
amortized as a reduction of, or an increase in, revenue over the period of the time charter assumed.
To the extent that we purchase a vessel and assume or renegotiate a related time charter, among others, we will be required to take the following steps before the vessel will be ready to commence
operations:
|
|
a) |
obtain the charterer’s consent to us as the new owner;
|
|
|
b) |
obtain the charterer’s consent to a new technical manager;
|
|
|
c) |
in some cases, obtain the charterer’s consent to a new flag for the vessel;
|
|
|
d) |
arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer;
|
|
|
e) |
replace all hired equipment on board, such as gas cylinders and communication equipment;
|
|
|
f) |
negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;
|
|
|
g) |
register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;
|
|
|
h) |
implement a new planned maintenance program for the vessel; and
|
|
|
i) |
ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.
|
When we charter a vessel pursuant to a short, medium or long-term time charter agreement with varying rates, we recognize revenue on a straight-line basis, equal to the average revenue during the
term of the charter.
The following discussion is intended to help you understand how acquisitions of vessels affect our business and results of operations.
Our business is mainly comprised of the following elements:
|
|
a) |
employment and operation of our vessels; and
|
|
|
b) |
management of the financial, general and administrative elements involved in the conduct of our business and ownership of our vessels.
|
The employment and operation of our vessels mainly require the following components:
|
|
a) |
vessel maintenance and repair;
|
|
|
b) |
crew selection and training;
|
|
|
c) |
vessel spares and stores supply;
|
|
|
d) |
contingency response planning;
|
|
|
e) |
onboard safety procedures auditing;
|
|
|
f) |
accounting;
|
|
|
g) |
vessel insurance arrangement;
|
|
|
h) |
vessel chartering;
|
|
|
i) |
vessel security training and security response plans (ISPS);
|
|
|
j) |
performing an ISM audit and obtaining of ISM certification for each vessel after taking over a vessel;
|
|
|
k) |
vessel hiring management;
|
|
|
l) |
vessel surveying; and
|
|
|
m) |
vessel performance monitoring.
|
The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels mainly requires the following components:
|
|
• |
management of our financial resources, including banking relationships, i.e., administration of bank loans that we may enter into in the future and bank accounts;
|
|
|
• |
management of our accounting system and records and financial reporting;
|
|
|
• |
administration of the legal and regulatory requirements affecting our business and assets; and
|
|
|
• |
management of the relationships with our service providers and customers.
|
The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:
|
a)
|
charter rates and charter periods;
|
|
b)
|
levels of vessel operating expenses;
|
|
c)
|
capital expenditures, dry-docking and special survey costs;
|
|
d)
|
financing costs, if any;
|
|
e)
|
geopolitical conditions such
as the conflicts in Ukraine and the Middle East
;
|
|
f)
|
inflation; and
|
|
g)
|
fluctuations in foreign exchange rates.
|
|
A.
|
Operating results
|
We charter our vessels to customers pursuant to time charter trips with short to medium duration, although we may also charter our vessels in the spot market and on longer-term time charters.
Factors Affecting Our Results of Operations
Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion and analysis and
that are likely to continue to impact our business are the following:
Time Charter Revenues
Under our time charters, the charterer typically pays us a fixed daily charter hire rate and other compensation costs related to the charter contracts (such as ballast positioning compensation,
holds cleaning compensation, etc.) and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. However, our voyage results may be affected by differences in bunker prices as we may incur gain/loss on
bunkers when the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired. Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels
operate and the daily charter hire rates that our vessels earn under charters, which, in turn, are affected by a number of factors, including:
|
|
• |
the duration of our charters;
|
|
|
• |
our decisions relating to vessel acquisitions and disposals;
|
|
|
• |
the amount of time that we spend positioning our vessels;
|
|
|
• |
the amount of time that our vessels spend in undergoing drydock and/or special survey repairs;
|
|
|
• |
foreseen and unforeseen maintenance and upgrade work;
|
|
|
• |
the age, condition and specifications of our vessels;
|
|
|
• |
levels of supply and demand in the dry bulk shipping industry; and
|
|
|
• |
other factors affecting spot market charter rates for our dry bulk carriers.
|
Vessels operating on time charters for a certain period of time provide more predictable cash flows over that period of time but can yield lower profit margins than vessels operating in the spot
charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market generate revenues that are less predictable but may enable their owners to capture increased profit margins during periods of
improvements in charter rates although their owners would be exposed to the risk of declining charter rates, which may have a materially adverse impact on financial performance. As we employ vessels on period charters, future spot charter rates
may be higher or lower than the rates at which we have employed our vessels on period charters. Our time charter agreements subject us to counterparty risk. In depressed market conditions, charterers may seek to renegotiate the terms of their
existing charter parties or avoid their obligations under those contracts. Should a counterparty fail to honor their obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
Voyage Expenses
We incur voyage expenses that primarily consist of commissions and any gains or losses related to bunker prices as all our vessels are typically employed under time charters that require the
charterer to bear voyage expenses such as bunkers (fuel oil), port and canal charges. Although the charterer bears the cost of bunkers, our voyage expenses may be affected by differences in bunker prices, and we may record a gain or a loss
deriving from such price differences as well as bunker consumption costs during periods when our vessels are repositioning, off-hire or idle. When a vessel is delivered to a charterer, bunkers are purchased by the charterer and sold back to us on
the redelivery of the vessel. Bunkers’ gain, or loss, results when a vessel is redelivered by her charterer and delivered to the next charterer at different bunker prices, or quantities. We pay commissions on each charter to one or more
unaffiliated ship brokers for arranging our charters. In addition, we pay commissions to DWM and Steamship for the provision of management and brokerage services, pursuant to the terms of our management agreements (see also “Item 7.
Major Shareholders and Related Party Transactions – B. Related Party Transactions”.
)
Vessel Operating Expenses
We remain responsible for paying the vessels’ operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage
taxes, environmental and safety expenses. Our vessel operating expenses are expensed as incurred. Our vessel operating expenses generally represent fixed costs. Expenses for repairs and maintenance tend to fluctuate from period to period because
most repair and maintenance works typically occur during periodic dry-dockings or special surveys. Our ability to control our vessels’ operating expenses also affects our financial results.
Vessel Depreciation
The cost of our vessels is depreciated on a straight-line basis over the estimated useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated salvage value.
We estimate the useful life of our dry bulk vessels to be 25 years from the date of initial delivery from the shipyard, which we believe is common in the dry bulk shipping industry. Furthermore, we estimate the salvage values of our vessels
based on historical average prices of the cost of the light-weight ton of vessels being scrapped,
which we believe is common in the dry bulk shipping industry. In 2023, we identified that the estimated scrap
rate used for the determination of annual depreciation was not in line with the current average historical rate and as such, the estimated scrap rate was revised from $250 per lightweight ton to $400 per lightweight ton. For 2023, this
increase in salvage values has reduced depreciation and net loss by approximately $0.92 million. A decrease in the useful life of a vessel or in its salvage value would have the effect of increasing the annual depreciation charge. When
regulations place limitations on the ability of a vessel to trade on a worldwide basis, the vessel’s useful life is adjusted at the date such regulations are adopted.
General and Administrative Expenses
We incur general and administrative expenses which include compensation and fees towards our directors and consultants, restricted stock awards amortization cost, lumpsum brokerage fees,
traveling, directors’ and officers’ insurance, promotional and other expenses of a listed public company, such as legal and professional expenses and other general corporate expenses. These expenses are relatively fixed and are not widely
affected by the size of our fleet.
Results of Operations
|
(in millions of U.S. dollars) except for share and per share data
|
For the year ended
December 31, 2023
|
For the year ended
December 31, 2022
|
||||||
|
Results of Operations
|
||||||||
|
Time charter revenues
|
$
|
18.96
|
$
|
19.09
|
||||
|
Voyage Expenses
|
(1.94
|
)
|
(3.68
|
)
|
||||
|
Vessel Operating Expenses
|
(10.42
|
)
|
(6.88
|
)
|
||||
|
Depreciation and amortization of deferred charges
|
(7.67
|
)
|
(4.90
|
)
|
||||
|
General and Administrative expenses
|
(5.28
|
)
|
(3.08
|
)
|
||||
|
Management fees to related parties
|
(1.24
|
)
|
(0.88
|
)
|
||||
|
Change in fair value of warrants’ liability
|
6.22
|
-
|
||||||
|
Finance costs
|
(0.91
|
)
|
-
|
|||||
|
Interest income
|
0.50
|
-
|
||||||
|
Net loss and comprehensive loss
|
(1.98
|
)
|
(0.33
|
)
|
||||
|
Net loss and comprehensive loss attributable to common stockholders
|
$
|
(6.71
|
)
|
$
|
(2.67
|
)
|
||
|
Loss per share, basic
|
(2.02
|
)
|
(17.18
|
)
|
||||
|
Loss per share, diluted
|
(3.83
|
)
|
(17.18
|
)
|
||||
|
Weighted average number of common shares, basic
|
3,315,519
|
155,655
|
||||||
|
Weighted average number of common shares, diluted
|
3,372,207
|
155,655
|
||||||
Year ended December 31, 2023, compared to the year ended December 31, 2022
Time Charter Revenues.
Time charter revenues decreased by $0.13 million, to $18.96 million in 2023, from $19.09 million in 2022, primarily as a result of
the decrease in our average time charter rates during 2023, which was partially offset by the increase in our operating days to 1,691 in 2023 from 1,117 in 2022, due to the increased size of our fleet.
Voyage Expenses.
Voyage expenses decreased by $1.74 million, to $1.94 million in 2023, from $3.68 million in 2022, mainly due to the decrease in bunker
losses primarily arising from the price differences in the cost of bunker fuel paid by the Company to the previous charterers on vessel re-delivery and the bunker fuel sold to the new charterers on same vessel delivery under certain of our
charters.
Vessel Operating Expenses.
Vessel operating expenses increased by $3.54 million, to $10.42 million in 2023, from $6.88 million in 2022,
mainly due to the increased ownership days related to the increased size of our fleet, as well as the increased repair, spares and stores costs for certain of our vessels.
Depreciation and amortization of deferred charges.
Depreciation and amortization of deferred charges increased by $2.77 million, to $7.67 million in 2023,
from $4.90 million in 2022, due to i) a $2.7 million increase in depreciation expense following the increase in the size of our fleet, and ii) an increase in dry-dock amortization costs, as a result of the dry-docks incurred during 2023 for two
vessels in our fleet, compared to one vessel having undergone dry-dock during 2022. The increase in vessel depreciation expense was partially offset by the effect of the change in the estimated scrap rates of our vessels from $250 per lightweight
ton to $400, effective July 1, 2023.
General and Administrative Expenses.
General and administrative expenses increased by $2.20 million, to $5.28 million in 2023, from $3.08 million in 2022.
This increase is mainly attributed to additional expenses incurred by the Company related to brokerage services’ fees as per the amended agreement terms, compensation cost of restricted convertible Series C
preferred stock awarded in April 2022 and March 2023 under the 2021 Equity Incentive Plan, increased insurance costs, performance bonuses to a related party, as well as other professional charges essential for the conduct of our business.
Management fees to related parties
. Management fees to related parties increased by $0.36 million, to $1.24 million in 2023, from
$0.88 million in 2022. This variation was mainly due to the increase in the size of our fleet. Management fees charged for each year were in accordance with the terms of the management agreements then in place.
Changes in fair value of warrant liability.
Changes in fair value of warrants’ liability was $6.22 million for 2023, compared to
$nil for 2022. The gain of $6.22 million during 2023 resulted from the fair value changes of the private placement warrants under the Concurrent Private Placement from their initial measurement date to their various settlement dates within 2023
(all private placement warrants were settled during 2023). There was no such transaction during 2022.
Finance costs
. The $0.91 million finance costs incurred during 2023, represent the pro rata portion of the aggregate fees and costs
incurred in the 2023 Registered Direct Offering and the Concurrent Private Placement allocated to the private placement warrants liability at their issuance date that were expensed as incurred as of such date.
Interest income
. Interest income was $0.50 million for 2023, compared to $nil for 2022. The amount relates solely to interest
earned from time deposits.
Inflation and Increased Interest Rates
Inflation and increased interest rates do not have a material effect on our expenses given current economic conditions and management does not consider inflation or interest rates to be a
significant risk to direct costs in the current and foreseeable economic environment. In a shipping downturn, costs subject to inflation and increased interest rates can usually be controlled because shipping companies typically monitor costs to
preserve liquidity and encourage suppliers and service providers to lower rates and prices during such periods.
Implications of Being an Emerging Growth Company
As we qualify as an “emerging growth company” as defined in the JOBS Act, we may take advantage or specified reduced reporting and other burdens that are otherwise applicable generally to public
companies. These provisions include:
|
|
• |
exemption from the auditor attestation requirement in the assessment of the effectiveness of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley;
|
|
|
• |
exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and
|
|
|
• |
exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be
required to provide additional information about the audit and financial statements.
|
We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sell our common equity securities pursuant to an effective
registration statement under the Securities Act or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our
annual gross revenue exceeds $1.235 billion; (ii) the last day of the fiscal year during which the fifth anniversary of the date of the IPO occurs; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the
Exchange Act, which would occur if the market value of our common stock that are held by nonaffiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued
more than $1 billion in non-convertible debt securities during any three-year period. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or
revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to “opt out” of the extended
transition period relating to the exemption from new or revised financial accounting standards and as a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
|
B.
|
Liquidity and Capital Resources
|
We have historically financed our capital requirements with cash flow from operations and proceeds from equity offerings. Our operating cash flow is generated from charters on our vessels,
through our subsidiaries. Our main uses of funds have been capital expenditures for the acquisition of new vessels, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, and
payments of dividends.
As of December 31, 2023, our contractual obligations related to (i) our Series C and Series D preferred shares dividends and, (ii) the aggregate contractual obligations of $2.75 million in
connection with our investment in the construction of two chemical tankers (see also “Item 4. Information on the Company—A. History and Development of the Company—Investment in Methanol-Ready Chemical Tanker Newbuildings”), of which $1.375
million are expected to be due in the fourth quarter of 2024 and $1.375 million are expected to be due in the second quarter of 2025. Since January 1, 2024 and up to the date of this annual report, we paid a cash dividend on our Series C and D
preferred holders as of record date January 12, 2024, amounting to $0.35 million in the aggregate, which amount was funded through available cash. We intend to fund our contractual obligations as of December 31, 2023, with available cash as well.
As of the date of this annual report, we do not have any debt or capital expenditures for vessel acquisitions, but we incur capital expenditures when our vessels undergo surveys. This process of
recertification may require us to reposition these vessels from a discharging port to the shipyard, which will reduce our operating days during the period. We also incur capital expenditures for vessel improvements to meet new regulations and
comply with international and regulatory standards. The loss of earnings associated with the decrease in operating days together with the capital needs for repairs and upgrades result in increased cash flow needs.
We will require capital to fund ongoing operations, vessel improvements to meet requirements under new regulations and the payment of dividends on our Series C and Series D preferred stock, as
well as the chemical tankers’ investment. We intend to finance our future growth through a combination of cash generated from operations, proceeds from equity offerings, borrowings from debt transactions, as deemed appropriate by our management
and board of directors.
For the year ended December 31, 2023, our principal sources of funds were the net proceeds from the 2023 Registered Direct Offering and Concurrent Private Placement, and cash from operations. As
at December 31, 2023 and 2022, working capital, which is current assets minus current liabilities, amounted to $17.76 million and $11.71 million, respectively.
Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements. We anticipate that our primary
sources of funds for at least twelve months from the date of this report will be available cash, internally generated cash flows from our anticipated revenues and equity offering proceeds. We believe that these anticipated sources of funds, as
well as our ability to access the equity capital markets if needed, will be sufficient to meet our liquidity needs for at least twelve months from the date of this annual report.
Cash Flows
Cash and cash equivalents as of December 31, 2023, and 2022 was $14.84 and $8.45 million, respectively. We consider highly liquid investments such as time deposits and certificates of deposit
with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held in U.S. dollars.
Net Cash Provided by Operating Activities
Net cash provided by operating activities in 2023, amounted to $0.82 million representing a decrease of $0.69 million compared to $1.51 million in 2022. The decrease in net cash provided by
operating activities was attributable to the decrease in 2023 in net income after non-cash items by $2.87 million compared to 2022, which was offset by the decrease in 2023 by $2.18 million in working capital outflows mainly as a result of the
decrease in outstanding trade receivables by $4.7 million.
Net Cash Used in Investing Activities
Net cash used in investing activities in 2023 amounted to $6.01 million and represents payments of (i) $4.00 million being the cash consideration of the purchase price regarding the acquisition
of the M/V Melia in February 2023, in accordance with the terms of the relevant Memorandum of Agreement, (ii) $1.64 million regarding the first instalment and other transactions costs in connection with the chemical tankers investment, and (iii)
$0.37 million relating to vessel improvement costs. Net cash used in investing activities in 2022 amounted to $5.09 million and represents payments of (i) $4.4 million being the cash consideration of the purchase price regarding the acquisition
of M/V Baltimore acquired in September 2022, in accordance with the terms of the relevant Memorandum of Agreement, (ii) $0.60 million relating to the installation of the ballast water treatment system on M/V Protefs, (iii) $0.07 million relating
to improvement costs of M/V Salt Lake City, and (iv) $0.02 million in connection with predelivery expenses of M/V Baltimore.
Net Cash Provided by Financing Activities
Net cash provided by financing activities in 2023 amounted to $11.58 million and comprises from (i) net proceeds of $13.64 million from the issuance of units (comprising of shares of common stock
or prefunded warrants and Class B warrants), the issuance of private placement warrants, and the exercise of pre-funded warrants under the 2023 registered Direct Offering and Concurrent Private Placement, (ii) $0.03 million proceeds in connection
with the issuance of the newly designated Series E Preferred Stock, less $2.09 million of dividends paid to Series C and Series D preferred holders.
Net cash provided by financing activities in 2022 amounted to $10.36 million and comprise from proceeds of $16.19 million from the issuance of units (comprising of shares of common stock or
pre-funded warrants and Class A warrants), common stock and warrants, and the exercise of warrants, under the 2022 Underwritten Public Offering less (i) $4.00 million of dividends paid to common, Class A warrants, Series C and Series D preferred
holders and, (ii) $1.83 million of equity issuance and financing costs during the same period.
|
C.
|
Research and development, patents and licenses
|
Not applicable.
|
D.
|
Trend information
|
Our results of operations depend primarily on the charter hire rates that we are able to realize, and the demand for dry bulk vessel services. The Baltic Dry Index, or the BDI, has long been
viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market.
In 2023, the BDI ranged from a high of 3,346 on December 4, 2023, to a low of 530 on February 16, 2023. During the first months of 2024, BDI
ranged from a low of 1,308 on January 17, 2024 to a high of 2,419 on March 18, 2024, and closed at 1,5
87
on April 10, 2024. The volatility in charter rates in the dry bulk
market reflects in part the supply of dry bulk vessels and the number of newbuilding dry bulk vessels on order. Demand for dry bulk vessel services is influenced by global financial conditions. Global financial markets and economic conditions
have been, and continue to be, volatile. Our revenues and results of operations in 2024 will be subject to demand for our services, the level of inflation, market disruptions and interest rates. Demand for our dry bulk oceangoing vessels is
dependent upon economic growth in the world’s economies, seasonal and regional changes in demand and changes to the capacity of the global dry bulk fleet and the sources and supply for dry bulk cargo transported by sea. Continued adverse
economic, political or social conditions or other developments could further negatively impact charter rates and therefore have a material adverse effect on our business and results of operations.
We believe that the important measures for analyzing trends in our results of operations consist of the following:
|
For the year ended
December 31, 2023
|
For the year ended
December 31, 2022
|
|||||||
|
Fleet Data:
|
||||||||
|
Average number of vessels
(1)
|
4.9
|
3.3
|
||||||
|
Number of vessels at year-end
|
5.0
|
4.0
|
||||||
|
Weighted average age of vessels at year-end (in years)
|
18.8
|
17.7
|
||||||
|
Ownership days
(2)
|
1,787
|
1,197
|
||||||
|
Available days
(3)
|
1,707
|
1,154
|
||||||
|
Operating days
(4)
|
1,691
|
1,117
|
||||||
|
Fleet utilization
(5)
|
99.1
|
%
|
96.8
|
%
|
||||
| (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 the period.
|
| (2) |
Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and
the amount of expenses that we record during a period.
|
| (3) |
Available days are the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of
time that we spend positioning our vessels for such events. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.
|
| (4) |
Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the
aggregate number of days in a period during which vessels actually generate revenues.
|
| (5) |
We calculate Fleet utilization by dividing the number of our Operating days during a period by the number of our Available days during the period. The shipping industry uses Fleet utilization to measure a company’s efficiency in
finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning for
such events.
|
|
For the year ended
December 31, 2023
|
For the year ended
December 31, 2022
|
|||||||
|
Amounts in the tables below are in U.S dollars
|
||||||||
|
Average Daily Results:
|
||||||||
|
Time charter equivalent (TCE) rate
(6)
|
$
|
9,969
|
$
|
13,349
|
||||
|
Daily vessel operating expenses
(7)
|
5,832
|
5,748
|
||||||
| (6) |
Time charter equivalent rates, or TCE rates, are defined as our time charter revenues less voyage expenses during a period divided by the number of our Available days during the period, which is consistent with industry standards.
Voyage expenses include port charges, bunker (fuel) expenses, canal charges and commissions. TCE rate is a non-GAAP measure, and management believes it is useful to investors because it is a standard shipping industry performance measure
used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day
amounts while charter hire rates for vessels on time charters are generally expressed in such amounts. The following table reflects the calculation of our TCE rates for the periods presented.
|
| (7) |
Daily vessel operating expenses, which include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous
expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.
|
|
Amounts in the tables below are in thousands of U.S dollars except for Available days and TCE rate
|
For the year ended
December 31, 2023
|
For the year ended
December 31, 2022
|
||||||
|
Time charter revenues
|
$
|
18,957
|
$
|
19,085
|
||||
|
Less: voyage expenses
|
(1,940
|
)
|
(3,680
|
)
|
||||
|
Time charter equivalent (TCE) revenues
|
$
|
17,017
|
$
|
15,405
|
||||
|
Available days
|
1,707
|
1,154
|
||||||
|
Time charter equivalent (TCE) rate
|
$
|
9,969
|
$
|
13,349
|
||||
|
E.
|
Critical Accounting Estimates
|
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The
preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our
financial statements. Actual results may differ from these estimates under different assumptions and conditions.
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are
reasonably likely to have a material impact on our financial condition or results of operations. We prepare our financial statements in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. On a regular
basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects
cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a description of our material accounting policies, please read “Item 18. Financial Statements” and
more precisely Note 2 (“Significant Accounting Policies”) to our consolidated financial statements included elsewhere in this annual report.
Impairment of Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances (such as market conditions, obsolesce or damage to the asset, potential sales and other business plans)
indicate that the carrying amount of an asset may not be recoverable. When the estimate of undiscounted projected net operating cash flows, expected to be generated by the use of an asset over its remaining useful life and its eventual
disposition is less than its carrying amount plus unamortized dry-docking costs, the Company evaluates the asset for impairment loss. Measurement of the impairment loss is based on the fair value of the asset, determined mainly by third party
valuations. The current conditions in the dry bulk sector with decreased charter rates and decreased vessel market values are conditions that the Company considers indicators of a potential impairment. In developing estimates of future
undiscounted projected net operating cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to future charter rates for the unfixed days and future fleet
utilization rate. Other assumptions used, are charter rates calculated for the fixed days using the fixed charter rate of each vessel from existing time charters; the expected outflows for scheduled vessels’ maintenance; vessel operating
expenses; estimated remaining useful life of each vessel and the vessels’ residual value if sold for scrap. The assumptions used to develop estimates of future undiscounted projected net operating cash flows are based on historical trends as well
as future expectations, employment prospects under the then current market conditions and vessels’ age. In particular, for the unfixed days, the Company uses the most recent ten-year average of historical market charter rates available for each
type of vessel over the remaining estimated life of each vessel, net of commissions. Historical ten-year average market charter rates are in line with the Company’s overall chartering strategy, they reflect the full operating history of vessels
of the same type and particulars with the Company’s operating fleet and they cover at least a full business cycle, where applicable. In addition, for 2023, the effective fleet utilization is assumed to 98% in the Company’s exercise, in line with
the Company’s historical performance and its expectations for future fleet utilization under its fleet employment strategy, which is additionally affected with the period(s) each vessel is expected to undergo its scheduled dry-docking and/or
special survey maintenance works. This calculation is then compared with the vessels’ net book value plus unamortized dry-docking and special survey costs. The difference between the carrying amount of the vessel plus unamortized dry-docking and
special survey costs and their fair value is recognized in the Company’s accounts as impairment loss.
Although no impairment loss was identified or recorded during the years ended December 31, 2023, and 2022, according to our assessment, the carrying value plus unamortized dry-docking and special
survey costs, if any, of vessels for which impairment indicators existed as at December 31, 2023 and 2022, was $73.1 million and $64.5 million, respectively.
Historically, the market values of vessels have experienced volatility, which from time to time may be substantial. As a result, the charter-free market value of certain of our vessels may have
declined below those vessels’ carrying value plus unamortized dry-docking and special survey costs, even though we would not impair those vessels’ carrying value under our accounting impairment policy. Based on: (i) the carrying value plus
unamortized dry-docking and special survey costs of each of our vessels as of December 31, 2023 and 2022 and (ii) what we believe the charter-free market value of each of our vessels was as of December 31, 2023 and 2022, the aggregate carrying
value of five and four of the vessels in our fleet as of December 31, 2023 and 2022, respectively, exceeded their aggregate charter-free market value by approximately $13.1 million and $11.5 million, respectively, as noted in the table below.
This aggregate difference represents the approximate analysis of the amount by which we believe we would have to increase our loss if we sold all of such vessels at December 31, 2023 and 2022, on a charter-free basis, on industry standard terms,
in cash transactions, and to a willing buyer where we were not under any compulsion to sell, and where the buyer was not under any compulsion to buy. For purposes of this calculation, we have assumed that these five and four vessels,
respectively, would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2023, and 2022, respectively.
|
Vessels
|
Dwt
|
Year Built
|
Carrying value plus unamortized dry dock
cost (in millions of US Dollars)
|
|||||||||||||
|
In millions of USD)
|
2023
|
2022
|
||||||||||||||
|
1. Protefs
|
73,630
|
2004
|
$
|
11.4
|
*
|
$
|
12.9
|
*
|
||||||||
|
2. Calipso
|
73,691
|
2005
|
$
|
11.2
|
*
|
$
|
12.0
|
*
|
||||||||
|
3. Salt Lake City
|
171,810
|
2005
|
$
|
18.4
|
*
|
$
|
18.2
|
*
|
||||||||
|
4. Baltimore
|
177,243
|
2005
|
$
|
19.4
|
*
|
$
|
21.4
|
*
|
||||||||
|
5. Melia
|
76,225
|
2005
|
$
|
12.7
|
*
|
$
|
-
|
|||||||||
|
Total
|
$
|
73.1
|
$
|
64.5
|
||||||||||||
* Indicates dry bulk vessels for which we believe, as of December 31, 2023, and 2022, the charter-free market value was lower than the vessel’s carrying value plus unamortized dry-docking and
special survey costs. We believe that the aggregate carrying value plus unamortized dry-docking and special survey costs of these vessels exceeded their aggregate charter-free market value by approximately $13.1 million and $11.5 million,
respectively.
Our estimates of charter-free market value assume that our vessels were all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations
of any kind. Our estimates are based on information available from various industry sources, including:
|
|
• |
reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
|
|
|
• |
news and industry reports of similar vessel sales;
|
|
|
• |
offers that we may have received from potential purchasers of our vessels; and
|
|
|
• |
vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
|
As we obtain information from various industry and other sources, our estimates of charter-free vessel market values, charter rates and vessel utilization are inherently uncertain. In addition,
vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. We also refer you to the risk factor in
“Item 3. Key Information-D. Risk Factors” entitled “A decline in the market values of our vessels could limit our ability to borrow funds in the future, trigger breaches of certain financial covenants contained in any future borrowing facilities
we may enter into, and/or result in impairment charges or losses on sale.” and the discussion under the heading “Item 4. Information on the Company-B. Business Overview-Vessel Prices.”
Our impairment test exercise is sensitive to variances in the time charter rates and utilization rate. Our current analysis, which also involved a sensitivity analysis by assigning possible
alternative values to these significant inputs, indicated that time charter rates and utilization would need to be reduced by 5.0% to 22.9% to result in impairment of individual long-lived assets with indication of impairment. In particular, a
minimum decrease of 5.4% in the time charter rates for the unfixed days as shown in detail in the table below and a minimum fleet utilization rate of 93.0% used instead in our impairment test exercise would result in $4.09 million impairment
charge for one of our vessels. However, there can be no assurance as to how long charter rates and vessel values will remain at their current levels. If charter rates decrease and remain depressed for some time, it could adversely affect our
revenue and profitability and future assessments of vessel impairment.
A comparison of the average estimated daily time charter equivalent rate used in our impairment analysis with the average “break-even rate” for each major class of vessels is presented below:
|
Average estimated daily time
charter equivalent rate used
|
Average break-even rate
|
|||||||
|
Panamax
|
$
|
12,763
|
$
|
11,253
|
||||
|
Capesize
|
$
|
15,593
|
$
|
13,390
|
||||
Additionally, the use of the 1-year, 3-year and 5-year average blended rates would not have any effect on the Company’s impairment analysis and as such on the Company’s results of operations:
|
1-year
(period)
|
Impairment charge
in USD million
|
3-years
(period)
|
Impairment charge
in USD million
|
5-years
(period)
|
Impairment charge
in USD Million
|
|||||||||||||||||||
|
Panamax
|
$
|
13,109
|
$
|
—
|
$
|
19,728
|
$
|
—
|
$
|
16,354
|
$
|
—
|
||||||||||||
|
Capesize
|
$
|
16,542
|
$
|
—
|
$
|
21,742
|
$
|
—
|
$
|
19,154
|
$
|
—
|
||||||||||||
Fair Value Measurements
The Company follows the provisions of ASC 820 “Fair Value Measurements and Disclosures”, which defines fair value and provides guidance for using fair value to measure assets, liabilities and
equity instruments classified in stockholders’ equity. The guidance creates a fair value hierarchy of measurement and describes fair value as the price that would be received to sell an asset or paid to transfer a liability or the consideration
to transfer equity interests issued in an orderly transaction between market participants in the market in which the reporting entity transacts. The fair value measurement assumes that an instrument classified in stockholders’ equity is
transferred to a market participant at the measurement date. The transfer of an instrument classified in stockholders’ equity assumes that the instrument would remain outstanding, and the market participant takes on the rights and
responsibilities associated with the instrument. In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets, liabilities and equity instruments classified in
stockholders’ equity carried at the fair value in one of the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities or equity instruments; Level 2: Observable market based inputs or unobservable
inputs that are corroborated by market data; Level 3: Unobservable inputs that are not corroborated by market data.
On March 7, 2023, our Board of Directors approved the award and grant of 3,332 shares of Series C Preferred Stock to our directors, pursuant to the Company’s amended and restated equity incentive
plan, for a fair value of $2.68 million, to vest over a service period of two years. The fair value of the Series C Preferred Stock was determined based on a valuation obtained by an independent third party for the purposes of the transaction. On
February 8, 2023, the Company acquired the M/V Melia from Diana Shipping. The non-cash consideration part of the total purchase price paid in the form of 13,157 Series D Preferred Stock as of the vessel acquisition date has been recorded at a
fair value of $10.0 million determined based on valuation obtained by an independent third party for the purposes of the transaction.
The fair values of the above equity instruments issued by the Company were based as of the measurement dates on the present values of the future
cash outflows derived from (i) the dividends payable under each equity instrument, assuming the instruments are held until the end of the vessels’ useful life, and (ii) each instrument’s liquidation proceeds
. In determining the fair value of the 2023 and 2022 restricted stock awards, the Company applied discount factors of 12.5% and 12.7%, respectively, determined based on the Company’s estimated weighted average
cost of capital comprising of (i) risk-free rates of 3.4% and 1.0%, respectively (ii) representative beta of 1.3, for each fair value measurement and (iii) equity market average return of 10.4% and 10%, respectively.
The fair value of
the instruments is sensitive to changes in the discount factor applied.
|
A.
|
Directors and Senior Management
|
Set forth below are the names, ages and positions of our directors and executive officers. Our Board of Directors consists of 7 members that will be elected annually on a staggered basis, and
each director elected will hold office for a three-year term and until his or her successor is elected and has qualified, except in the event of such director’s death, resignation, removal or the earlier termination of his or her term of office.
Officers are appointed from time to time by our board of directors and hold office until a successor is appointed or their employment is terminated.
|
Name
|
Age
|
Position
|
||
|
Semiramis Paliou
|
49
|
Class I Director and Chairperson
|
||
|
Robert Perri
|
51
|
Chief Executive Officer
|
||
|
Vasiliki Plousaki
|
38
|
Chief Financial Officer
|
||
|
Ioannis Zafirakis
|
52
|
Class III Director
|
||
|
Eleftherios Papatrifon
|
53
|
Class II Director
|
||
|
Styliani Alexandra Sougioultzoglou
|
49
|
Class I Director
|
||
|
Grigorios-Filippos Psaltis
|
49
|
Class II Director
|
||
|
Nikolaos Veraros
|
53
|
Class III Director
|
||
|
Alexios Chrysochoidis
|
50
|
Class I Director
|
||
|
Margarita Veniou
|
45
|
Chief Corporate Development and Governance Officer and Secretary
|
The term of our Class III directors expires in 2024, the term of our Class I directors expires in 2025, and the term of our Class II directors expires in 2026. The business address of each
officer and director is the address of our principal executive offices, which are located at Pendelis 26, 175 64 Palaio Faliro, Athens, Greece.
Biographical information with respect to each of our directors and executive officers is set forth below.
Semiramis Paliou
has served as a Director of Oceanpal since April 2021 and currently holds the position of Chairperson of the Board of
Directors and of the Executive Committee since November 2021. With extensive experience in the maritime industry, Mrs. Paliou has been a Director of Diana Shipping Inc. since March 2015 and has held various leadership roles within the company
including Chief Executive Officer, Chairperson of the Executive Committee and member of the Sustainability Committee since March 1, 2021. Prior to her current positions, she served as Deputy Chief Executive Officer and Chief Operating Officer of
Diana Shipping Inc. Mrs. Paliou also serves as Chief Executive Officer of Diana Shipping Services S.A. and has previously held leadership position at United Ocean Transport Limited. Mrs. Paliou’s career began at Lloyd’s Register of Shipping as a
trainee ship surveyor and later held roles at Diana Shipping Agencies S.A. and Alpha Sigma Shipping Corp. She holds a BSc in Mechanical Engineering from Imperial College, London and an MSc in Naval Architecture from University College, London.
She has furthered her education through courses at Harvard Business School, focusing on finance, authentic leadership development, and sustainable strategy. As a prominent figure in the maritime community, Mrs. Paliou is actively involved in
various industry organizations, including serving as Vice-Chairperson of the Greek committee of Det Norske Veritas, a member of the Greek committee of Nippon Kaiji Kyokai and Bureau Veritas, and as a board member of the Hellenic Marine
Environment Protection Association (HELMEPA) since since March 2018, where she currently holds the position of Chairperson. Additionally, she serves as Chairperson of INTERMEPA and is a member of the UK P&I Club, the Union of Greek Shipowners
and the Global Maritime Forum .
Robert Perri
has served as the Chief Executive Officer of the Company since February 2023. From June 2021 to December 2022, Mr. Perri
worked in the Finance Department of Costamare Inc., a publicly traded company. From 2016 to 2021, Mr. Perri was the Chief Financial Officer of TMS Cardiff Gas, Ltd., a private shipping company. Mr. Perri has served as a Director of Kalon
Acquisition Group since 2019. In addition, Mr. Perri has spent ten years in equity research for several investment banks covering various industries including shipping, technology and IT services. Mr. Perri is a member of the Chartered Financial
Analyst (CFA) Institute and a CFA charterholder. Mr. Perri received his Bachelor of Science degree in Accounting and Finance from Drexel University in 1995 and received his MBA with a focus on finance and banking from SDA Bocconi in 1999.
Ioannis Zafirakis
has served as a Director of the Company since April 2021. He has also served as
the Company’s President, Secretary and Interim Chief Financial Officer from November 2021 to April 2023. Mr. Zafirakis is also member of the Executive Committee of the Company. He has served as a Director of Diana Shipping Inc. from February
2005 and as Chief Financial Officer (Interim Chief Financial Officer until February 2021) and Treasurer of Diana Shipping Inc. since February 2020 and he is also the Chief Strategy Officer of Diana Shipping Inc. Mr. Zafirakis is also member of
the Executive Committee of Diana Shipping Inc. Mr. Zafirakis has held various executive positions such as Chief Operating Officer, Executive Vice-President and Vice-President. In addition, Mr. Zafirakis is the Chief Financial Officer of Diana
Shipping Services S.A., where he also serves as Director and Treasurer. From June 1997 to February 2005, Mr. Zafirakis was employed by Diana Shipping Agencies S.A., where he held a number of positions in finance and accounting. From January
2010 to February 2020 he also served as Director and Secretary of Performance Shipping Inc., where he held various executive positions such as Chief Operating Officer and Chief Strategy Officer. Mr. Zafirakis is a member of the Business
Advisory Committee of the Shipping Programs of ALBA Graduate Business School at The American College of Greece.
In 2024, Mr. Zafirakis attended and completed the Advanced Management Programme at INSEAD Business School in Singapore. Mr.
Zafirakis has also obtained a certificate in “Blockchain Economics: An Introduction to Cryptocurrencies” from Panteion University of Social and Political Sciences in Greece.
He holds a bachelor’s degree in
Business Studies from City University Business School in London and a master’s degree in International Transport from the University of Wales in Cardiff.
Eleftherios (Lefteris) A. Papatrifon
has served as a Director of the Company since November 2021. Mr. Papatrifon served as the
Company’s Chief Executive Officer from November 2021 to January 2023. Mr. Papatrifon is a member of the Executive Committee of the Company. He has served as Director and member of the Executive Committee of Diana Shipping Inc. since February 2023
and as Chief Operating Officer from March 2021 to February 2023. He was Chief Executive Officer, Co-Founder and Director of Quintana Shipping Ltd, a provider of dry bulk shipping services, from 2010 until the company’s successful sale of assets
and consequent liquidation in 2017. Previously, for a period of approximately six years, he served as the Chief Financial Officer and a Director of Excel Maritime Carriers Ltd. Prior to that, Mr. Papatrifon served for approximately 15 years in a
number of corporate finance and asset management positions, both in the USA and Greece. Mr. Papatrifon holds undergraduate (BBA) and graduate (MBA) degrees from Baruch College (CUNY). He is also a member of the CFA Institute and a CFA
charterholder.
Vasiliki Plousaki
has served as the Chief Financial Officer of the Company since April 2023. Mrs. Plousaki has also served as the
Chief Accounting Officer of the Company from June 2021 to April 2023, during which time she has been responsible for all financial reporting requirements. From 2020 to June 2021, she was employed by Drew Marine, a global maritime company, as
EMEA Regional Controller. In 2011 Mrs. Plousaki joined the Athens branch of Ernst and Young (Hellas), where she progressed to Senior Manager and served as an external auditor specializing in audits of US listed shipping companies until 2020.
Mrs. Plousaki is a member of the Association of Chartered Certified Accountants (ACCA), holds a Bachelor’s degree in Finance from the University of Athens and a Master’s degree in Auditing and Accounting from the University of Athens and the
Greek Institute of Chartered Accountants.
Margarita Veniou
has served as the Chief Corporate Development and Governance Officer of the Company since November 2021 and also
served as the Secretary of the Company since April 2023 and she has been responsible for the implementation and supervision of the general corporate matters, including the development of our strategic plans. Ms. Veniou also serves` as Chief
Corporate Development, Governance & Communications Officer of Diana Shipping Inc. (NYSE:DSX) and Corporate Development, Governance & Communications Manager of Diana Shipping Services S.A., a ship management company, since July 2022.
From September 2004 to June 2022, she has worked for the same companies holding various positions as Associate, Officer, and Manager in the fields of corporate planning and governance. Ms. Veniou held the position of Corporate Planning &
Governance Officer from January 2010 to February 2020 in Performance Shipping Inc., a US-listed company. She is also the General Manager of Steamship Shipbroking Enterprises Inc. since April 2014. She is a member of WISTA Hellas, holds a
bachelor΄s degree in Maritime Studies and a masters degree in Maritime Economics & Policy from the University of Piraeus. She completed the Sustainability Leadership and Corporate Responsibility course at the London Business School. She has
obtained certification in Shipping Derivatives from the Athens University of Economics and Business and she is an ISO 14001 certified by Lloyd’s Register.
Styliani Alexandra Sougioultzoglou
has served as a Director of the Company since November 29, 2021. She is member of the
Compensation Committee of the Company. Since October 2019, Ms. Sougioultzoglou has managed the Centre of Entrepreneurship and Innovation of the Municipality of Athens, where she has been involved in numerous green entrepreneurship projects as
well as EU-funded tech initiatives that assist young entrepreneurs, and has managed the Centre’s international relations. Furthermore, she has been curating multiple cultural events at Technopolis City of Athens. She is the fourth generation of
a shipping family that has owned and operated dry cargo and passenger vessels. She has been a Director of the Human Resources department of Estamar Shipmanagement Company, owners/operators of dry cargo vessels. Ms. Sougioultzoglou graduated
from the London School of Economics and Political Science with a degree in International Relations & History.
Grigorios-Filippos Psaltis
has served as a Director of the Company since November 29, 2021. Mr. Psaltis is the Chairperson of the
Compensation Committee of the Company. Since 2017, Mr. Psaltis has served as a Business Consultant at Chesapeake Asset Management L.L.C., a SEC registered company based in New York. He previously worked at Ormos Compania Naviera S.A., a
shipping company that specialized in managing and operating multipurpose container vessels, serving as Chief Financial Officer from 1996 to 2006 and as Managing Director from 2006 to 2018. From 1997 to 1999, Mr. Psaltis served on the Investment
Committee and was head of business strategy at Dias Portfolio Investment Company, an investment company listed in the Athens Stock Exchange. He held managing positions and has been in the board of directors of various companies in the tourism
and food and beverage industry. Mr. Psaltis holds a BSC (Hons) degree from City University Business School in London.
Nikolaos Veraros,
CFA, has served as a Director of the Company since November 29, 2021. Mr. Veraros is the Chairperson of the Audit
Committee of the Company. Mr. Veraros has served as financial consultant to various shipping companies. He has over 20 years of experience in shipping finance. He was also employed as a senior equity analyst by National Bank of Greece. Mr.
Veraros is a Chartered Financial Analyst (CFA), a Certified Market Maker for Derivatives in the Athens Stock Exchange, and a Certified Analyst from the Hellenic Capital Market Commission. He is currently Adjunct Lecturer of shipping finance and
economics at King’s College, London and ALBA, Athens. Mr. Veraros received his bachelor’s degree in business administration from the Athens University of Economics and Business, from which he graduated as valedictorian, and his MBA degree from
the William E. Simon Graduate School of Business Administration at the University of Rochester, USA.
Alexios Chrysochoidis
has served as a Director of the Company since November 29, 2021. He is member of the Audit Committee of the
Company. Mr. Chrysochoidis joined Eurobank Equities in 2003 and he is General Manager, Head of Trading in Athens, Greece. He supervises the Equity and Equity Derivatives Market Making Desk along with the Prop Trading Desk. He has extensive cross
border experience, specializing in multi asset products within the Capital Markets and Alternative Sectors. Prior to this he worked for Telesis Securities, as Deputy Head of the Derivatives Desk. He holds a B.Sc and an M.Eng in Electrical
Engineering from Imperial College (UK) and an M.Sc in Engineering Economic Systems from Stanford University (US).
Board Diversity Matrix
As a foreign private issuer listed on the Nasdaq Capital Market, we are required to disclose certain self-identified diversity characteristics about our directors pursuant to Nasdaq board
diversity and disclosure rules. The Board Diversity Matrix set forth below contains the requisite information as of the date of this annual report.
|
Board Diversity Matrix (As of April 10, 2024)
|
||||
|
Country of Principal Executive Offices
|
Greece
|
|||
|
Foreign Private Issuer
|
Yes
|
|||
|
Disclosure Prohibited under Home Country Law
|
No
|
|||
|
Total Number of Directors
|
7
|
|||
|
Female
|
Male
|
Non-Binary
|
Did No
Disclose
Gender
|
|||||||||||||||||
|
Part I: Gender Identity
|
||||||||||||||||||||
|
Directors
|
2
|
5
|
0
|
0
|
||||||||||||||||
|
Part II: Demographic Background
|
||||||||||||||||||||
|
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||||||||||||||||||
|
LGBTQ+
|
0
|
|||||||||||||||||||
|
Did Not Disclose Demographic Background
|
0
|
|||||||||||||||||||
|
B.
|
Compensation
|
Aggregate executive compensation (including amounts paid to Steamship Shipbroking Enterprises Inc.) for 2023 was $2.80 million. Since November 2021, the services of our officers have been
provided by Steamship Shipbroking Enterprises Inc., a related party to the company, pursuant to the agreements described in “Item 7. Major Shareholders and Related Party Transactions — Related Party Transactions”. We consider part of these fees
under these agreements to constitute the compensation paid to our executives.
All directors receive annual compensation in the amount of $30,000 plus reimbursement of out-of-pocket expenses. In addition, each director serving as chairman of a committee, other than the
executive committee, receives additional annual compensation of $20,000, plus reimbursement for out-of-pocket expenses. Each director serving as member of a committee, other than the executive committee, receives additional annual compensation of
$10,000, plus reimbursement for out-of-pocket expenses. For 2023, fees and expenses of our directors amounted to $0.26 million.
We do not have a retirement plan for our officers or directors.
Equity Incentive Plan
Our board of directors has approved, and the Company has adopted the 2021 Equity Incentive Plan, as amended and restated, pursuant to which the Company may issue up to 2,000,000 common shares,
all of which remain available for issuance and 10,000 Series C Preferred Shares, of which 1,354 remain available to be granted as of April 10, 2024.
Under the 2021 Equity Incentive Plan, as amended and restated, the Company’s employees, officers and directors are entitled to receive options to acquire the Company’s common stock. The 2021
Equity Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors or such other committee of the Board as may be designated by the Board. Under the terms of the 2021 Equity Incentive Plan, as amended and
restated, the Company’s Board of Directors is able to grant (a) non-qualified stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units, (e) unrestricted stock, (f) other equity-based or equity-related awards,
(g) dividend equivalents and (h) cash awards. No options or stock appreciation rights can be exercisable subsequent to the tenth anniversary of the date on which such Award was granted. Under the 2021 Equity Incentive Plan, as amended and
restated, the Administrator may waive or modify the application of forfeiture of awards of restricted stock and performance shares in connection with cessation of service with the Company. No Awards may be granted under the 2021 Equity Incentive
Plan following the tenth anniversary of the date on which the Plan is adopted by the Board.
Since 2023 and up to the date of this annual report, our Board of Directors awarded 3,332 in 2023 and 3,332 in 2024 of our Series C Preferred Shares to our directors, pursuant to our 2021 Equity
Incentive Plan, as amended and restated, as an annual incentive bonus. All restricted shares vest ratably over two years from their grant date. The restricted shares are subject to forfeiture until they become vested. Unless they forfeit,
grantees have the right to receive and retain all dividends paid and to exercise all other rights, powers and privileges of a holder of shares.
In 2023, non-cash compensation costs under our restricted stock awards amounted to $1.89 million.
|
C.
|
Board Practices
|
We have established an Audit Committee, comprised of two non-executive board members, which is responsible for reviewing our accounting controls, recommending to the board of directors the
engagement of our independent auditors, and pre-approving audit, non-audit or non-assurance and audit-related services and fees. Each member has been determined by our board of directors to be “independent” under the rules and regulations of the
SEC. As directed by its written charter, the Audit Committee is responsible for overseeing the work of the internal audit function, for appointing, and overseeing the work of the independent auditors, including reviewing and approving their
engagement letter and all fees paid to our auditors, reviewing the adequacy and effectiveness of the Company’s accounting and internal control procedures and reading and discussing with management, the internal audit function and the independent
auditors the annual audited and quarterly financial statements. The members of the Audit Committee are Nikolaos Veraros (chairperson and financial expert) and Alexios Chrysochoidis (member and financial expert).
We have established a Compensation Committee comprised of two members, which, as directed by its written charter, is responsible for setting the compensation of executive officers of the Company,
reviewing the Company’s incentive and equity-based compensation plans, and reviewing and approving employment and severance agreements. The members of the Compensation Committee are Grigorios-Filippos Psaltis (chairperson) and Styliani Alexandra
Sougioultzoglou (member).
We have established an Executive Committee comprised of the Company’s Director and Chairperson, Mrs. Semiramis Paliou (Chairperson), Mr. Ioannis Zafirakis (member), and Mr. Eleftherios (Lefteris)
Papatrifon (member). The Executive Committee has, to the extent permitted by law, the powers of the Board of Directors in the management of the business and affairs of the Company.
We also maintain directors’ and officers’ insurance, pursuant to which we provide insurance coverage against certain liabilities to which our directors and officers may be
subject, including liability incurred under U.S. securities law.
Clawback Policy
In December 2023, our Board of Directors adopted a policy regarding the recovery of erroneously awarded compensation (“Clawback Policy”) in accordance with the applicable rules of Nasdaq and
Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under U.S. securities laws or
otherwise erroneous data or if we determine there has been a significant misconduct that causes material financial, operational or reputational harm, we shall be entitled to recover a portion or all of any incentive-based compensation, if any,
provided to certain executives who, during a three-year period preceding the date on which an accounting restatement is required, received incentive compensation based on the erroneous financial data that exceeds the amount of incentive-based
compensation the executive would have received based on the restatement.
Our Clawback Policy shall be administered by our Compensation Committee, and the Compensation Committee has the authority, in accordance with the applicable laws, rules and regulations, to
interpret and make determinations necessary for the administration of the Clawback Policy, and may forego recovery in certain instances, including if it determines that recovery would be impracticable. The full text of our Clawback Policy is
included as Exhibit 97.1 to this annual report.
|
D.
|
Employees
|
We have no employees, but we pay Steamship for the services of our officers. DWM is responsible for identifying the appropriate officers and seamen mainly through crewing agencies. The crewing
agencies handle each seaman’s training, travel and payroll. DWM ensures that all our seamen have the qualifications and licenses required to comply with international regulations and shipping conventions. As of December 31, 2023, 2022 and 2021,
106, 86 and 63 seafarers, respectively, were employed by our vessel-owning subsidiaries.
|
E.
|
Share Ownership
|
With
respect to the total amount of common shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred
Shares owned by our officers and directors, individually and as a group, see “Item 7. Major Shareholders and Related Party Transactions-A. Major Shareholders.”
|
F.
|
Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation
|
Not applicable.
|
A.
|
Major Shareholders
|
The following table sets forth information regarding ownership of our common stock as of April
10
, 2024 who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors. All of our stockholders listed in this table, are entitled to one vote for
each common share held.
Beneficial ownership is determined in accordance with the SEC’s rules. In computing percentage ownership of each person, shares subject to options held by that person that are currently
exercisable or convertible, or exercisable or convertible within 60 days of the date of this annual report, are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.
|
Shares Beneficially Owned
|
|||||
|
Identity of person or group
|
Number
|
Percentage**
|
|
||
|
Diana Shipping Inc. (1)
|
3,651,468
|
49.0
|
%
|
||
|
Semiramis Paliou (2)(3)(4)
|
2,642,586
|
26.2
|
%
|
||
|
Ioannis Zafirakis (2)(3)
|
400,664
|
5.1
|
%
|
||
|
Eleftherios Papatrifon (2)(3)
|
229,940
|
3.0
|
%
|
||
|
Anamar Investments Inc. (5)
|
518,003
|
6.5
|
%
|
||
|
Coronis Investments Inc. (6)
|
630,541
|
7.8
|
%
|
||
|
Taracan Investments S.A (7)
|
535,203
|
6.7
|
%
|
||
|
Sphinx Investment Corp. (8)
|
972,198
|
13.0
|
%
|
||
|
Nikolaos Veraros (3)
|
31,512
|
*
|
%
|
||
|
Grigorios-Filippos Psaltis (3)
|
31,167
|
*
|
%
|
||
|
Alexios Chrysochoidis (3)
|
29,088
|
*
|
%
|
||
|
Styliani Alexandra Sougioultzoglou (3)
|
28,742
|
*
|
%
|
||
* Indicates beneficial ownership of less than 1% of the total common shares outstanding.
** Based on 7,451,977 common shares outstanding as of April 10, 2024.
|
|
(1) |
On October 17, 2023, Diana Shipping exercised its right to convert an aggregate of 9,793 shares of our Series C Preferred Stock, following which, 3,649,474 of the Company’s shares of common stock were issued to Diana Shipping. Diana
Shipping Inc. also owns 500,000 shares of our Series B Preferred Stock. Through its beneficial ownership of our Series B Preferred Stock, Diana Shipping Inc. is entitled to cast 2,000 votes for each share of Series B Preferred Stock on
all matters on which our common shareholders are entitled to vote of up to 34% of the total number of votes entitled to vote on such matter. To the extent the aggregate voting power of any holder of Series B Preferred Stock, together with
any affiliate of such holder, would exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of our shareholders, the number of votes of relating to its shares of Series B Preferred Stock shall be
automatically reduced so that such holder’s aggregate voting power, together with any affiliate of such holder, is not more than 49%. Diana Shipping also owns 207 shares of our Series C Preferred Stock, which may be converted into shares
of our common stock, at Diana Shipping’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the lesser of $1,300.00 and the 10-trading day trailing VWAP of our common shares, subject to
certain adjustments. Diana Shipping, however, is prohibited from converting its shares of Series C Preferred Stock into common shares to the extent that, as a result of such conversion, Diana Shipping (together with its affiliates) would
beneficially own more than 49% of the total outstanding common shares.
|
|
|
(2) |
Semiramis Paliou, Ioannis Zafirakis and Eleftherios Papatrifon may be deemed to have beneficial ownership of common shares through their ownership of Series C and D Preferred Stock which may be converted into common shares at a
conversion price equal to the 10-day trailing VWAP of common shares subject to certain adjustments. The above ownership reflects the number of common shares into which such Series C and Series D Preferred Stock may be converted at an
assumed 10-day trailing VWAP of $2.8877 as of the closing date of April 9, 2024.
|
|
|
(3) |
On April 15, 2022, March 7, 2023, and February 21, 2024, our Board of Directors approved the award of 1,982, 3,332 and 3,332 shares, respectively, of our
Series C Preferred Stock to our directors, pursuant to our 2021 Equity Incentive Plan, as amended and restated, of which 2,657 have been vested as of April 10, 2024. The information in the table above does not include the common shares
into which the unvested shares
of Series C Preferred Stock
under these awards may be converted. The 5,989 unvested Series C Preferred Stock as of April 10, 2024,
under the restricted stock awards of April 15, 2022, March 7, 2023, and February 21, 2024, will be convertible at the holders’ election at such time.
|
|
|
(4) |
Semiramis Paliou owns 1,200 shares of our newly designated Series E Preferred Stock. Through her beneficial ownership of our Series E Preferred Stock, Mrs.
Paliou is entitled to cast a number of votes for all matters on which our common shareholders are entitled to vote of up to 15% of the total number of votes entitled to vote on such matter. The Series E Preferred Stock votes with the
shares of common stock of the Company, and each share of the Series E Preferred Stock entitles the holder thereof to up to 25,000 votes, on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the
total number of votes entitled to be cast on matters put to shareholders of the Company. The Series E Preferred Stock is convertible, at the election of the holder, in whole or in part, into shares of our common stock at a conversion
price equal to the 10-trading day trailing VWAP of our common stock, subject to certain adjustments, commencing at any time after (i) the cancellation of all of our Series B Preferred Stock or (ii) the transfer for all of our Series B
Preferred Stock (collectively a “Series B Event”). The 15% limitation discussed above, shall terminate upon the occurrence of a Series B Event.
|
|
|
(5) |
This information is derived from a Schedule 13D/A filed with the SEC on March 28, 2024.
|
|
|
(6) |
This information is derived from a Schedule 13G/A filed with the SEC on February 14, 2024.
|
|
(7)
|
This information is derived from a Schedule 13G/A filed with the SEC on February 14, 2024.
|
|
(8)
|
Th
e
information
regarding
number of common shares beneficially owned
is derived from a Schedule 13D/A filed with the SEC on March 15, 2024.
|
As of April 10, 2024, we had 50 shareholders of record, 32 of which were located in the United States and held an aggregate of 3,779,629 of our
common shares, representing 50.7
2
% of our outstanding common shares. However, one of the U.S. shareholders of record is CEDE & CO., a nominee of The Depository Trust
Company, which held 3,779,230 of our common shares as of that date. Accordingly, we believe that the shares held by CEDE & CO. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We
are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.
|
B.
|
Related Party Transactions
|
Related Party Transactions
Steamship
Steamship, a related party that since January 2023 is controlled by our Chairperson, provides to us insurance, administrative and brokerage services pursuant to a Management Agreement for
insurance-related services an Administrative Services Agreement; and a Brokerage Services Agreement.
Under each vessel-owning subsidiary’s Management Agreement for insurance-related services with Steamship, the vessel-owning subsidiary pays Steamship a fixed fee of either (i) $500 per month for
each month that the vessel is employed or is available for employment or (ii) $250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. These Management Agreements may
be terminated by either party on three months’ prior written notice.
Under our Administrative Services Agreement with Steamship, Steamship provides certain administrative services which may include budgeting, reporting, monitoring of bank accounts, compliance with
banks, payroll services and any other possible service that we require to perform our operations. We pay Steamship a monthly fee of $10,000. This agreement may be terminated by either party on 30 days’ prior written notice.
Under our Brokerage Services Agreement with Steamship, we pay Steamship a lump sum commission of $150,000 per month, plus 2.5% on the hire agreed per charter party for each vessel (subject to
required deductions and withholdings); provided, however, that we and Steamship may agree to commissions on a percentage basis for specific deals. This Brokerage Services Agreement had an initial term of twelve months commencing on January 1,
2023 (unless terminated earlier on the basis of any other provision contained therein) and is automatically renewed for further periods of one calendar year.
Diana Shipping, Right of First Refusal
We have entered into a right of first refusal agreement with Diana Shipping, dated November 8, 2021, pursuant to which Diana Shipping granted us a right of first refusal over six dry bulk
carriers then owned by Diana Shipping and identified in the agreement. As of the date of this annual report, one of the six identified vessels from Diana Shipping remains available for our purchase. Pursuant to this right of first refusal, we
have the right, but not the obligation, to purchase the remaining identified vessel when and if Diana Shipping determines to sell the vessel. Pursuant to the agreement, in connection with our right of first refusal in any vessel acquisition
opportunity, our right to purchase the vessel will be at a price equal to the fair market value of such vessel at the time of sale, as determined by the average of two independent shipbroker valuations from brokers mutually agreeable to the
Company and Diana Shipping. If we do not exercise our right to purchase this vessel, Diana Shipping has the right to sell the vessel to any third party for a period of three months from the date we received notice of the offer from Diana
Shipping.
On February 1, 2023, we entered into a memorandum of agreement with Diana Shipping to acquire a 2005-built Panamax vessel, the M/v Melia, having a carrying capacity of 76,225 dwt, for a total
consideration of $14.0 million. Of the purchase price, $4.0 million, was paid in cash upon signing of the memorandum of agreement, and the remaining amount was paid upon delivery of the vessel to us in 13,157 shares of our Series D Preferred
Stock. Our purchase of this vessel was made pursuant to our exercise of a right of first refusal granted to us by Diana Shipping. The vessel was delivered to us on February 8, 2023. The acquisition of the vessel was approved by a committee of
independent members of our Board of Directors.
Diana Shipping, Non-Competition Agreement
We have entered into a non-competition agreement with Diana Shipping, dated November 2, 2021, pursuant to which Diana Shipping granted us (i) a right of first refusal over any opportunity
available to Diana Shipping (or any of its subsidiaries) to acquire or charter-in any dry bulk vessel that is larger than 70,000 dwt and that was built prior to 2006 and (ii) a right of first refusal over any employment opportunity for a dry bulk
vessel pursuant to a spot market charter presented or available to Diana Shipping with respect to any vessel owned or chartered in, directly or indirectly, by Diana Shipping. The non-competition agreement also prohibits the Company and Diana
Shipping from soliciting each other’s employees. The terms of the non-competition agreement provide that it will terminate on the date that (i) Diana Shipping’s ownership of our equity securities represents less than 10% of total outstanding
voting power and (ii) we and Diana Shipping share no common executive officers.
Diana Shipping, Redemption of Series C Preferred Stock
On October 17, 2023, Diana Shipping, pursuant to the provisions of the Series C Preferred Stock statement of designations, exercised its right to redeem 9,793 of its 10,000 Series C Preferred
Stock, through the issuance to Diana Shipping of 3,649,474 of the Company’s shares of common stock. The redemption rate which was utilized in connection with the redemption of the Series C Preferred Stock was based on the 10-day trailing VWAP of
the Company’s common stock, in accordance with the conversion mechanism prescribed in the Series C Preferred Stock statement of designation. As a result of this redemption, 207 Series C Preferred Stock of the Company remained in Diana Shipping’s
possession as of December 31, 2023 and as of the date of this annual report.
Diana Wilhelmsen Management Limited
Diana Wilhelmsen Management Limited, or DWM, is a 50/50 joint venture of Diana Shipping and an unaffiliated entity of us, which provides management services to the vessels in our fleet pursuant
to a management agreement, under which each of our vessel-owning subsidiaries pays, for each vessel, an aggregate of 1.25% on hire and on freight of the vessel’s gross income, plus either (i) $18,500 for each month that the vessel is employed or
available for employment or (ii) $9,250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. The management agreement may be terminated by either party on three months’
prior written notice.
Issuance of Series E Preferred Stock
On March 20, 2023, we issued 1,200 shares of our newly-designated Series E Preferred Stock (the “Series E Preferred Stock”), par value $0.01 per
share, to an affiliated company of our Chairperson, Mrs. Semiramis Paliou, for a purchase price of $35,000. In connection with this transaction, we engaged a financial advisor to evaluate the transaction and deliver an opinion as to the
financial fairness and the fair value of such consideration. The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the shares of common stock of the Company, and each share of the Series E
Preferred Stock entitles the holder thereof to up to 25,000 votes, on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the total number of votes entitled to be cast on matters put to shareholders of the
Company. The Series E Preferred Stock is convertible, at the election of the holder, in whole or in part, into shares of our common stock at a conversion price equal to the 10-trading day trailing VWAP of our common stock, subject to certain
adjustments, commencing at any time after
a
Series B Event. The 15% limitation discussed above, shall terminate upon the occurrence of a Series B Event. The Series E
Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons or entities, with the prior consent of the Company. The issuance of shares of Series E Preferred Stock was approved by an independent
committee of the Board of Directors of the Company.
Altair Travel Agency S.A.
Altair Travel Agency S.A., or Altair, an entity
in which the Company’s
Chairperson holds equity interests,
provides us from time to time with travel related services.
|
C.
|
Interests of Experts and Counsel
|
Not Applicable.
|
A.
|
Consolidated statements and other financial information
|
See “Item 18. Financial Statements.”
Legal Proceedings
We have not been involved in any legal proceedings which may have a significant effect on our business, financial position, results of operations or liquidity, nor are we aware of any proceedings
that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business,
principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial
and managerial resources. Pursuant to the Contribution and Conveyance Agreement between us and Diana Shipping, it has agreed to indemnify us and the Subsidiaries for any and all obligations and other liabilities arising from or relating to the
operation, management or employment of our vessels prior to the effective date of the Spin-Off.
Dividend Policy
The declaration and payment of dividends, if any, are subject to the discretion of our board of directors. Our board of directors will review and amend our dividend policy from time to time in
light of our business plans and other factors.
Marshall Islands law generally prohibits the payment of dividends other than from surplus or when a company is insolvent or if the payment of the dividend would render the company insolvent.
We believe that, under current law, any dividends that we may pay in the future from earnings and profits constitute “qualified dividend income” and as such are generally subject to a 20% United
States federal income tax rate with respect to non-corporate United States shareholders. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of a United States shareholder’s
tax basis in its common stock on a dollar-for-dollar basis and thereafter as capital gain. Please see the section of this annual report entitled “Item 10. Additional Information—E. Taxation” for additional information relating to the tax
treatment of our dividend payments.
Cumulative dividends on shares of our Series C Preferred Stock and our Series D Preferred Stock are payable in cash or, at our election, in kind, quarterly on each January 15, April 15, July 15
and October 15, or, if any such dividend payment date otherwise would fall on a date that is not a business day, the immediately succeeding business day. The dividend rate on shares of our Series C Preferred Stock is 8.0% per annum per $1,000 of
liquidation preference per share (equal to $80 per annum per share) and is not subject to adjustment. The dividend rate on shares of our Series D Preferred Stock is 7.0% per annum per $1,000 of liquidation preference per share (equal to $70 per
annum per share) and is not subject to adjustment.
Marshall Islands law provides that we may pay dividends only to the extent that assets are legally available for such purposes. Legally available assets generally are limited to our surplus,
which essentially represents our retained earnings and the excess of consideration received by us for the sale of shares above the par value of the shares. In addition, under Marshall Islands law we may not pay dividends if we are insolvent or
would be rendered insolvent by the payment of such a dividend or the making of such redemption.
|
B.
|
Significant Changes
|
Not applicable.
|
A.
|
Offer and Listing Details
|
Our common shares currently trade on the Nasdaq Capital Market under the ticker symbol “OP”.
|
B.
|
Plan of distribution
|
Not applicable.
|
C.
|
Markets
|
Our common shares currently trade on the Nasdaq Capital Market under the symbol “OP”.
|
D.
|
Selling Shareholders
|
Not applicable.
|
E.
|
Dilution
|
Not applicable.
|
F.
|
Expenses of the Issue
|
Not applicable.
|
A.
|
Share capital
|
Not applicable.
|
B.
|
Memorandum and articles of association
|
Our current amended and restated articles of incorporation are filed as exhibit 1.1 hereto, and our current amended and restated bylaws are filed as exhibit 1.2 hereto. The information contained
in these exhibits is incorporated by reference herein.
Information regarding the rights, preferences and restrictions attaching to each class of our shares is described in Exhibit 2.10 to this annual report titled “Description of Securities
Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.”
|
C.
|
Material contracts
|
As of April 10, 2024, we have not entered into any new material contracts in the last two years, other than those entered in the ordinary course of business or already attached in the
exhibits. We also refer you to “Item 4. Information on the Company -A. History and Development of the Company,” “Item 5. Operating and Financial Review and Prospects -B. Liquidity and Capital Resources” and “Item 7. Major Shareholders and Related
Party Transactions -B. Related Party Transactions” for a discussion of existing material agreements.
|
D.
|
Exchange Controls
|
Under Marshall Islands, Panamanian, Cypriot and Greek law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect
the remittance of dividends, interest or other payments to non-resident holders of our securities.
|
E.
|
Taxation
|
In the opinion of Seward & Kissel LLP, the following is a discussion of the material Marshall Islands and U.S. federal income tax considerations applicable to the Company and U.S. Holders and
Non-U.S. Holders, each as defined below, of our common stock.
Marshall Islands Tax Considerations
The Company is incorporated in the Marshall Islands. Under current Marshall Islands law, the Company is not subject to tax on income or capital gains, and no Marshall Islands withholding tax will
be imposed upon payments of dividends by the Company to holders of its common shares that are not residents or domiciled or carrying any commercial activity in the Marshall Islands. The holders of our common shares will not be subject to Marshall
Islands tax on the sale or other disposition of such common shares.
United States Federal Income Taxation
The following are the material United States federal income tax consequences to the Company of its activities and of ownership and disposition of our common shares to U.S. Holders and Non-U.S.
Holders, each as defined below. The following discussion of United States federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed Treasury Regulations, all as of the date of
this annual report, and all of which are subject to change, possibly with retroactive effect. The discussion below is based, in part, on the description of the Company’s business as described in “Business” above and assumes that the Company will
conduct its business as described in that section.
United States Federal Income Taxation of Our Company
Taxation of Operating Income: In General
Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United States federal income taxation in respect of any income that
is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement
or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping
income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States exclusive of certain U.S.
territories and possessions constitutes income from sources within the United States, which we refer to as “U.S.-source shipping income.”
Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage
in transportation that produces income which is considered to be 100% from sources within the United States.
Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from
sources outside the United States will not be subject to any United States federal income tax.
In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.
Exemption of Operating Income from United States Federal Income Taxation
Under Section 883 of the Code and the Treasury Regulations thereunder, the Company will be exempt from United States federal income taxation on its U.S.-source shipping income if:
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the Company is organized in a foreign country, or its country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and
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Either
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more than 50% of the value of the Company’s stock is owned, directly or indirectly, by “qualified shareholders,” individuals who are “residents” of a foreign country that grants an “equivalent exemption” to corporations organized in
the United States, which we refer to as the “50% Ownership Test,” or
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the Company’s stock is “primarily and regularly traded on an established securities market” in a country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the
“Publicly-Traded Test.”
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The Marshall Islands, the jurisdiction where the Company and its shipowning subsidiaries are incorporated, grants an “equivalent exemption” to United States corporations. Therefore, the Company
will be exempt from United States federal income taxation in any taxable year with respect to our U.S.-source shipping income if the Company satisfies either the 50% Ownership Test or the Publicly-Traded Test for such taxable year.
The Company does not expect that it will be able to satisfy the 50% Ownership Test for any taxable year due to the widely-held nature of its stock.
The Company’s ability to satisfy the Publicly-Traded Test is discussed below.
The Treasury Regulations provide, in pertinent part, that the stock of a foreign corporation will be considered to be “primarily traded” on an established securities market in a country if the
number of shares of each class of stock that is traded during the taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets
in any other single country. Our common shares will be “primarily traded” on the Nasdaq Capital Market, which is an established securities market for these purposes.
Under the relevant Treasury regulations, the Company’s common shares will be considered to be “regularly traded” on an established securities market if one or more classes of its stock
representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market (the “listing threshold”). Since the Company’s common shares are listed on the
Nasdaq Capital Market, the Company satisfies the listing threshold.
It is further required that with respect to each class of stock relied upon to meet the listing threshold (i) such class of the stock is traded on the market, other than in minimal quantities, on
at least 60 days during the taxable year (or 1/6 of the days in the case of a short taxable year); and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class
of stock outstanding during such year (or as appropriately adjusted in the case of a short taxable year). The Company expects to satisfy the trading frequency and trading volume tests described in this paragraph. Even if this were not the case,
the relevant Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied by a class of stock if, as the Company expects to be the case with its common shares, such class of stock is traded on an
established market in the United States, such as the Nasdaq Capital Market, and such class of stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the Treasury Regulations provide that, in pertinent part, a non-U.S. corporation’s common stock will not be considered to be “regularly traded” on an established
securities market for any taxable year if 50% or more of the outstanding shares of such corporation’s common stock is owned, actually or constructively under specified attribution rules, on more than half the days during the taxable year by
persons who each own 5% or more of the common stock the corporation (the “5% Override Rule”).
For purposes of being able to determine the persons who own 5% or more of a corporation’s stock (“5% Shareholders”) the Treasury Regulations permit a corporation to rely on Schedule 13-D and
Schedule 13-G filings with the SEC to identify persons who have a 5% or more beneficial interest in such corporation’s common stock. The Treasury regulations further provide that an investment company that is registered under the Investment
Company Act of 1940, as amended, will not be treated as a 5% Stockholder for such purposes.
It is possible that 5% Shareholders may own more than 50% of our common shares. In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will
nevertheless not apply if the Company can establish that within the group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be “qualified shareholders” for purposes of Section 883 of the Code to preclude
non-qualified 5% Shareholders in the closely-held group from owning 50% or more of the corporation’s common stock for more than half the number of days during the taxable year. To establish this exception to the 5% Override Rule, 5% Shareholders
owning a sufficient number of our common shares would have to provide the Company with certain information in order to substantiate their status as qualified shareholders. If 5% Shareholders were to own more than 50% of our common shares, there
is no assurance that we would be able to satisfy the foregoing requirements.
Taxation in Absence of Exemption
If the benefits of Section 883 of the Code are unavailable for any taxable year, the Company’s U.S. source shipping income, to the extent not considered to be “effectively connected” with the
conduct of a United States trade or business, as described below, will be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions (“4% gross basis tax regime”). Since under the sourcing rules
described above, no more than 50% of our shipping income is treated as being derived from United States sources, the maximum effective rate of United States federal income tax on our shipping income will not exceed 2% under the 4% gross basis tax
regime.
To the extent the benefits of the Section 883 of the Code are unavailable and the Company’s U.S. source shipping income is considered to be “effectively connected” with the conduct of a United
States trade or business, as described below, any such “effectively connected” U.S. source shipping income, net of applicable deductions, would be subject to the United States federal corporate income tax currently imposed at a rate of 21%. In
addition, the Company may be subject to the 30% United States federal “branch profits” taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain
interest paid or deemed paid attributable to the conduct of such United States trade or business.
The Company’s U.S. source shipping income would be considered “effectively connected” with the conduct of a United States trade or business only if:
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The Company has, or is considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
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Substantially all of the Company’s U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals
between the same points for voyages that begin or end in the United States.
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The Company does not intend to have, or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on
the expected mode of the Company’s shipping operations and other activities, the Company believes that none of its U.S. source shipping income will be “effectively connected” with the conduct of a United States trade or business.
United States Taxation of Gain on Sale of Vessels
Regardless of whether the Company qualifies for exemption under Section 883 of the Code, the Company will not be subject to United States federal income taxation with respect to gain realized on
a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose
if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by the Company will be considered to occur outside of the United States.
United States Federal Income Taxation of U.S. Holders
As used herein, the term “U.S. Holder” means a beneficial owner of our common shares that is a United States citizen or resident, United States corporation or other United States entity taxable
as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the
trust and one or more United States persons have the authority to control all substantial decisions of the trust.
This discussion does not purport to deal with the tax consequences of owning common stock to all categories of investors, some of which, such as dealers in securities or commodities, financial
institutions, insurance companies, tax-exempt organizations, U.S. expatriates, persons liable for an alternative minimum tax, persons who hold common stock as part of a straddle, hedge, conversion transaction or integrated investment, U.S.
Holders whose functional currency is not the United States dollar, persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement,” investors subject to
the “base erosion and anti-avoidance” tax and investors that own, actually or under applicable constructive ownership rules, 10% or more of the Company’s common stock, may be subject to special rules. This discussion deals only with holders who
hold the common stock as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of
common stock.
If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a
partnership holding our common shares, you are encouraged to consult your tax advisor.
Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by the Company with respect to its common shares to a U.S. Holder will generally constitute
dividends, which may be taxable as ordinary income or “qualified dividend income” to the extent of the Company’s current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess
of the Company’s earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because the Company is
not a United States corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions such corporate U.S. Holders receive. Dividends paid with respect to the
Company’s common shares will generally be treated as “passive category income” or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United States foreign tax
credit purposes.
Dividends paid on the Company’s common shares to a U.S. Holder who is an individual, trust or estate (a “U.S. Individual Holder”) will generally be treated as “qualified dividend income”.
Qualified dividend income is taxable to such U.S. Individual Holders at preferential tax rates provided that (1) the Company is not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately
preceding taxable year (which the Company does not believe it is, has been or will be), (2) the Company’s common shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market, on which the
Company’s common shares will be listed), (3) the U.S. Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend, and (4) the U.S.
Individual Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make payments with respect to positions in similar or related property. There is no assurance that any dividends paid on the Company’s common shares
will be eligible for these preferential rates in the hands of a U.S. Individual Holder. Dividends paid on the Company’s common shares prior to the date on which its common shares became listed on the Nasdaq Capital Market were not eligible for
these preferential rates. Any dividends paid by the Company that are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Individual Holder.
Special rules may apply to any “extraordinary dividend”, which is generally a dividend paid by the Company in an amount which is equal to or in excess of ten percent of a shareholder’s adjusted
tax basis (or fair market value in certain circumstances) in the Company’s common shares. If the Company pays an “extraordinary dividend” on its common shares that is treated as “qualified dividend income,” then any loss derived by a U.S.
Individual Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or other Disposition of Common Shares
Assuming the Company does not constitute a passive foreign investment company for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other
disposition of the Company’s common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss will
generally be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.-source income
or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.
Passive Foreign Investment Company Status and Significant Tax Consequences
Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or PFIC, for United States
federal income tax purposes. In general, the Company will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held the Company’s common shares, either:
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at least 75% of the Company’s gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
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at least 50% of the average value of the Company’s assets during such taxable year produce, or are held for the production of, passive income, which we refer to as “passive assets”.
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For purposes of determining whether the Company is a PFIC, the Company will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of its
subsidiary corporations, in which the Company owns at least 25% of the value of the subsidiary’s stock. Income earned, or deemed earned, by the Company in connection with the performance of services would not constitute passive income. By
contrast, rental income would generally constitute “passive income” unless the Company were treated under specific rules as deriving rental income in the active conduct of a trade or business.
Based on the Company’s anticipated operations and future projections, the Company does not believe that it is, nor does it expect to become, a PFIC with respect to any taxable year. Although
there is no legal authority directly on point, and the Company is not relying upon an opinion of counsel on this issue, the Company’s belief is based principally on the position that, for purposes of determining whether the Company is a PFIC, the
gross income the Company derives or is deemed to derive from the time chartering and voyage chartering activities of its wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should
not constitute passive income, and the assets that the Company or its wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of
determining whether the Company is a PFIC. The Company believes there is substantial legal authority supporting its position consisting of case law and United States Internal Revenue Service (“IRS”), pronouncements concerning the characterization
of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.
Moreover, in the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with the Company’s position. In addition, although the Company intends to conduct its affairs in
a manner to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of the Company’s operations will not change in the future.
As discussed more fully below, if the Company were to be treated as a PFIC for any taxable year which included a U.S. Holder’s holding period in the Company’s common shares, then such U.S. Holder
would be subject to different U.S. federal income taxation rules depending on whether the U.S. Holder makes an election to treat the Company as a “qualified electing fund” (a “QEF election”). As an alternative to making a QEF election, a U.S.
Holder should be able to make a “mark-to-market” election with respect to the Company’s common shares, as discussed below. In addition, if the Company were to be treated as a PFIC, a U.S. Holder of our common shares would be required to file
annual information returns with the IRS. In addition, if a U.S. Holder owns our common shares and the Company is a PFIC, such U.S. Holder must generally file IRS Form 8621 with the IRS.
U.S. Holders Making a Timely QEF Election
A U.S. Holder who makes a timely QEF election with respect to our common shares (an “Electing Holder”) would report for U.S. federal income tax purposes his pro rata share of the Company’s
ordinary earnings and of our net capital gain, if any, for the Company’s taxable year that ends with or within the taxable year of the Electing Holder. The Company’s net operating losses or net capital losses would not pass through to the
Electing Holder and will not offset the Company’s ordinary earnings or net capital gain reportable to the Electing Holder in subsequent years (although such losses would ultimately reduce the gain, or increase the loss, if any, recognized by the
Electing Holder on the sale of his common shares). Distributions received from the Company by an Electing Holder are excluded from the Electing Holder’s gross income to the extent of the Electing Holder’s prior inclusions of the Company’s
ordinary earnings and net capital gain. The Electing Holder’s tax basis in his common shares would be increased by any amount included in the Electing Holder’s income. Distributions received by an Electing Holder, which are not includible in
income because they have been previously taxed, would decrease the Electing Holder’s tax basis in our common shares. An Electing Holder would generally recognize capital gain or loss on the sale or exchange of our common shares.
U.S. Holders Making a Timely Mark-to-Market Election
A U.S. Holder who makes a timely mark-to-market election with respect to our common shares would include annually in the U.S. Holder’s income, as ordinary income, any excess of the fair market
value of the common shares at the close of the taxable year over the U.S. Holder’s then adjusted tax basis in the common shares. The excess, if any, of the U.S. Holder’s adjusted tax basis at the close of the taxable year over the then fair
market value of the common shares would be deductible in an amount equal to the lesser of the amount of the excess or the net mark-to-market gains that the U.S. Holder included in income in previous years with respect to the common shares. A U.S.
Holder’s tax basis in his common shares would be adjusted to reflect any income or loss amount recognized pursuant to the mark-to-market election. A U.S. Holder would recognize ordinary income or loss on a sale, exchange or other disposition of
the common shares; provided, however, that any ordinary loss on the sale, exchange or other disposition may not exceed the net mark-to-market gains that the U.S. Holder included in income in previous years with respect to the common shares.
U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election
A U.S. Holder who does not make a timely QEF Election or a timely mark-to-market election with respect to our common shares (a “Non-Electing Holder”) would be subject to special rules with
respect to (i) any “excess distribution” (generally, the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing
Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (ii) any gain realized on the sale or other disposition of the common shares. Under these rules, (i) the excess
distribution or gain would be allocated ratably over the Non-Electing Holder’s holding period for the common shares; (ii) the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a
PFIC, would be taxed as ordinary income; and (iii) the amount allocated to each of the other prior taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest
charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. If a Non-Electing Holder dies while owning our common shares, the Non-Electing Holder’s successor would be
ineligible to receive a step-up in the tax basis of those common shares.
United States Federal Income Taxation of “Non-U.S. Holders”
A beneficial owner of our common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”
Dividends on Common Shares
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from the Company with respect to its common shares, unless such income
is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, such income is
taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Common Shares
Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares,
unless:
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such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, if the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that
gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or
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the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
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If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the common shares, including dividends and the gain from the
sale, exchange or other disposition of the stock that is effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous
section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an
additional United States federal “branch profits” tax at a rate of 30%, or at a lower rate as may be specified by an applicable United States income tax treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to
backup withholding tax if a U.S. Individual Holder:
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fails to provide an accurate taxpayer identification number;
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is notified by the IRS that he failed to report all interest or dividends required to be shown on your United States federal income tax returns; or
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in certain circumstances, fails to comply with applicable certification requirements.
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Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.
If a shareholder sells our common shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information
reporting unless the shareholder certifies that it is a non-U.S. person, under penalties of perjury, or the shareholder otherwise establishes an exemption. If a shareholder sells our common shares through a non-United States office of a
non-United States broker and the sales proceeds are paid outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not
backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the United States, if a shareholder sells our common shares through a non-United States office of a broker that is a United States person or has
some other contacts with the United States.
Backup withholding is not an additional tax. Rather, a shareholder generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the shareholder’s United States
federal income tax liability by filing a refund claim with the IRS.
Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain United States entities) who hold
“specified foreign financial assets” (as defined in Section 6038D of the Code and the applicable Treasury Regulations) are required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) with information relating to each such
asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year. Specified foreign financial assets would include, among other assets,
our common shares, unless our common shares were held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to
reasonable cause and not due to willful neglect. Additionally, the statute of limitations on the assessment and collection of United States federal income tax with respect to a taxable year for which the filing of IRS Form 8938 is required may
not close until three years after the date on which IRS Form 8938 is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under Section
6038D of the Code.
Changes in Global Tax Laws
Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border international trade and profits are evolving as a result of, among other things,
initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting reporting requirements, mandated and/or recommended by the EU, G8, G20 and Organization for Economic Cooperation and Development, including the
imposition of a minimum global effective tax rate for multinational businesses regardless of the jurisdiction of operation and where profits are generated (Pillar Two). As these and other tax laws and related regulations change (including changes
in the interpretation, approach and guidance of tax authorities), our financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is difficult to assess whether the
overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely affect our financial results.
On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on companies with revenues of at least €750 million
effective from 2024. Various countries have either adopted implementing legislation or are in the process of drafting such legislation. Any new tax law in a jurisdiction where we conduct business or pay tax could have a negative effect on our
company.
The Company encourages each shareholder to consult with his, her or its own tax advisor as to particular tax consequences to it of holding and disposing of our common shares,
including the applicability of any state, local or foreign tax laws and any proposed changes in applicable law.
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F.
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Dividends and paying agents
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Not applicable.
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G.
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Statement by experts
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Not applicable.
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H.
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Documents on display
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In accordance with these requirements we will file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits are available at
http://www.sec.gov. In addition, our filings will be available on our website www.oceanpal.com. This web address is provided as an inactive textual reference only. None of the information contained on these websites is incorporated into or forms
a part of this annual report.
Shareholders may also request a copy of our filings at no cost by writing or telephoning us at the following address:
Margarita Veniou
Chief Corporate Development and Governance Officer and Secretary
Pendelis 26, 175 64 Palaio Faliro,
Athens, Greece
Tel: +30-210-9485-360
Email: info@oceanpal.com
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I.
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Subsidiary information
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Not applicable.
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J.
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Annual Report to Security Holders
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Not applicable.
Currency and Exchange Rates
We generate all of our revenues in U.S. dollars and our operating expenses are mainly in U.S. dollars. For accounting purposes, including throughout this annual report, expenses incurred in other
currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. Because the portion of our expenses incurred in currencies other than the U.S. dollar is not significant, our expenses are not subject to
fluctuations in exchange rates. Therefore, we are not engaged in derivative instruments to hedge those expenses.
Not applicable.
Not applicable.
On January 25, 2022, we closed an underwritten public offering of 15,571,429 units at a price of $0.77 per unit, 200 units consisting of one
share of our common stock (or 200 pre-funded warrants in lieu of one share of our common stock) and 200 Class A warrants to purchase one share of our common stock. In addition, certain selling shareholders affiliated with us (the “Selling
Shareholders”) sold an aggregate of 3,143 shares of common stock in the offering. Each of the 3,143 shares of common stock sold by the Selling Shareholders on the primary offering, was delivered to the underwriters with 200 additional Class A
warrants to purchase one share of common stock (sold by us), on a firm commitment basis. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 5,743 common shares from the Selling Shareholders and
6,407 common shares, along with 2,430,000 Class A warrants from us to purchase 12,150 shares of common stock. Each of the 5,743 shares of common stock sold by the Selling Shareholders upon exercise of the underwriters’ over-allotment option,
was sold with 200 Class A warrants (sold by us) to purchase one share of our common stock, on a firm commitment basis. All pre-funded warrants related to this offering were exercised during 2022, whereas as of April 10, 2024, Class A warrants
to purchase 72,370 common shares remain
ed
available for exercise at an exercise price of $154.00 per share. The gross proceeds of the offering to us, before underwriting
discounts and commissions and estimated offering expenses, were approximately $16.19 million (including the exercise of the overallotment option, the exercise of 4,156,000 Class A warrants to purchase 20,780 shares of common stock, and the
exercise of all pre-funded warrants). We did not receive any of the proceeds from the sale of common shares by the Selling Shareholders and only received the proceeds for the Class A warrants sold together with the Selling Shareholders’ shares
of common stock.
On February 10, 2023, we issued 15,000,000 units with each twenty units consisting of one share of common stock (or twenty pre-funded warrants
in lieu of one share of our common stock) and twenty Class B Warrants. We also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our
outstanding common stock immediately following the consummation of this offering, the opportunity to purchase twenty pre-funded warrants in lieu of one share of common stock. Each twenty pre-funded warrants were exercisable for one share of
common stock at an exercise price of $0.20 per share. As of December 31, 2023, all the pre-funded warrants related to this offering have been exercised, and, further, as of April 10, 2024
,
all Class B warrants to purchase 750,000 common shares remain
ed
available for exercise at an exercise price of $20.20 per share. The gross proceeds of
the offering to us, before deducting for placement agency fees and estimated offering expenses, including the exercise of all pre-funded warrants, were approximately $15.16 million, as of the date of this annual report. Also, on the same date,
we sold to each purchaser of the units, 15,000,000 unregistered privately placed warrants, to purchase up to an aggregate of 750,000 shares of our common stock at an exercise price of $20.20 per share. On February 23, 2023, we filed with the
SEC a resale registration agreement in Form F-1 regarding the privately placed warrants which was declared effective on March 8, 2023. All privately placed warrants were exercised by September 29, 2023. We did not receive any proceeds from the
exercise of the privately placed warrants since these were exercised on an alternative cashless basis, resulting to the issuance of 562,501 shares of common stock.
As of the date of this annual report, we have committed substantially all the net proceeds of the January 2022 Underwritten Offering and the February 2023 Registered Direct Offering for general
corporate purposes.
|
(a)
|
Disclosure Controls and Procedures.
|
Management assessed the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as of the
end of the period covered by this annual report, being December 31, 2023. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures are effective as
of the evaluation date.
|
(b)
|
Management’s annual report on internal control over financial reporting.
|
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control
over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial
statements for external reporting purposes in accordance with U.S. GAAP.
Management has conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2023, is effective.
|
(c)
|
Attestation report of the registered public accounting firm.
|
This annual report does not include an attestation report of the Company’s registered public accounting firm because as an emerging growth company, we are exempt from this requirement.
|
(d)
|
Changes in internal control over financial reporting.
|
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Our Board of Directors has determined that Messrs. Nikolaos Veraros and Alexios Chrysochoidis qualify as audit committee financial experts.
We have adopted a Code of Ethics applicable to the Company’s officers, directors, employees and agents, which complies with applicable guidelines issued by the SEC. Our Code Ethics as in effect
on the date hereof, has been filed as an exhibit to this annual report. Shareholders may also request a copy of our Code of Ethics at no cost, by writing to us at Pendelis 26, 175 64 Palaio Faliro, Athens, Greece.
|
(a)
|
Audit Fees
|
Our principal accountants, Ernst and Young (Hellas), Certified Auditors Accountants S.A., have billed us for audit services. Aggregate audit
fees in 2023 and 2022, amounted to €13
5
,000 and €94,500, or approximately $14
6
,
029
and $99,568, respectively, and relate to audit services provided in connection with the audit of our consolidated financial statements.
|
(b)
|
Audit-related Fees
|
In 2023 and 2022, our principal accountants, Ernst and Young (Hellas), Certified Auditors Accountants S.A., and our external consultants PricewaterhouseCoopers Business Solutions S.A. have also
billed us for audit related services provided for the Company’s registration statements, which amounted to €103,000 and €153,750 or about $111,355 and $168,521, respectively.
|
(c)
|
Tax Fees
|
During 2023 and 2022, we received tax services for which fees amounted to $9,000 and $12,500, respectively, and relate to the calculation of Earnings and Profits of the Company.
All the abovementioned fees and services are expressed in U.S Dollars.
|
(d)
|
All Other Fees
|
None
|
(e)
|
Audit Committee’s Pre-Approval Policies and Procedures
|
Our Audit Committee is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of our independent auditors. As part of this responsibility, the Audit
Committee pre-approves the audit and non-audit or non-assurance and audit-related services performed by the independent auditors in order to assure that they do not impair the auditor’s independence from the Company. The Audit Committee has
adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditors may be pre-approved.
|
(f)
|
Audit Work Performed by Other Than Principal Accountant if Greater Than 50%
|
Not applicable
Not applicable.
None.
Not applicable.
Our Company’s corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. We are exempt from many of Nasdaq’s corporate
governance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliance with Nasdaq corporate governance practices, and the
establishment and composition of an audit committee and a formal written audit committee charter. The practices that we follow in lieu of Nasdaq’s corporate governance rules are described below.
|
|
• |
We are not required under Marshall Islands law to maintain a Board of Directors with a majority of independent directors, and we may not be able to maintain a Board of Directors with a majority of independent directors in the future.
|
|
|
• |
In lieu of a nomination committee comprised of independent directors, our Board of Directors is responsible for identifying and recommending potential candidates to become board members and recommending directors for appointment to
board committees. Shareholders may also identify and recommend potential candidates to become board members in writing. No formal written charter has been prepared or adopted because this process is outlined in our bylaws.
|
|
|
• |
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law, we will notify our
shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that shareholders must
give us advance notice to properly introduce any business at a meeting of the shareholders. Our bylaws also provide that shareholders may designate in writing a proxy to act on their behalf.
|
|
|
• |
In lieu of holding regular meetings at which only independent directors are present, our entire Board of Directors, a majority of whom are independent, hold regular meetings as is consistent with the laws of the Republic of the
Marshall Islands.
|
|
|
• |
The Board of Directors has adopted an Equity Incentive Plan, as amended and restated. Shareholder approval was not necessary since Marshall Islands law permits the Board of Directors to take such actions.
|
|
|
• |
As a foreign private issuer, we are not required to obtain shareholder approval if any of our directors, officers, or 5% or greater shareholders has a 5% or greater interest (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the company, or assets to be acquired, or in the consideration to be paid in the transaction(s) and the present or potential issuance of common stock, or securities convertible into or exercisable for
common stock, could result in an increase in outstanding common stock or voting power of 5% or more.
|
|
|
• |
In lieu of obtaining shareholder approval prior to the issuance of designated securities, the Company complies with the provisions of the Marshall Islands Business Corporations Act, providing that the Board of Directors approves share
issuances.
|
Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.
Not applicable.
Not applicable.
Pursuant to applicable SEC transition guidance, the disclosure required by Item 16J will be applicable to us beginning in the fiscal year ending December 31, 2024.
Risk management and strategy
We believe that cybersecurity is fundamental in our operations and, as such, we are committed to maintaining robust governance and oversight of cybersecurity
risks and to implementing comprehensive processes and procedures for identifying, assessing, and managing material risks from cybersecurity threats as part of our broader risk management system and processes.
We maintain various
cybersecurity measures and protocols to safeguard our systems and data and continuously monitor and assess potential threats to pre-emptively address any emerging cyber risks. We have implemented various processes for assessing, identifying, and
managing material risks from cybersecurity threats, which are integrated into our overall risk management framework. These risk assessments include identifying reasonably foreseeable potential internal and external risks, the likelihood of
occurrence and any potential damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, controls, and other safeguards in place to manage such risks. As part of our risk management process, we may
engage third party experts to help identify and assess risks from cybersecurity threats.
The Company’s personnel are provided cyber security awareness training and are adequately trained to perform their information security-related duties and responsibilities consistent with related
policies, procedures, and agreements. Where network connectivity is used, appropriate controls, including firewalls and intrusion detection exist and periodic assessment is performed to prevent unauthorised access.
Governance
Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated the day-to-day oversight of cybersecurity and other technology risks to an outside
consultant who is over sought by Company’s senior management and is responsible for assessing and managing cybersecurity threats and for reporting cybersecurity updates, including updates on monitoring and strategies to prevent cybersecurity
threats to the board of directors on a quarterly basis or more often as needed.
Senior management regularly discusses cyber risks and trends and, should they arise, any material incidents with our board of
directors.
Cybersecurity Threats
During the year ended December 31, 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results
of operations, or financial condition. For more information about the cybersecurity risks we face, please see Item 3. Key Information — D. Risk Factors — “A cyber-attack could materially disrupt our business.”
See Item 18.
The financial statements required by this Item 18 are filed as a part of this annual report beginning on page F-1.
|
Exhibit
Number
|
Description
|
|
|
1.1
|
||
|
1.2
|
||
|
2.1
|
||
|
2.2
|
||
|
2.3
|
||
|
2.4
|
||
|
2.5
|
||
|
2.6
|
||
|
2.7
|
||
|
2.8
|
||
|
2.9
|
||
|
2.10
|
||
|
4.1
|
||
|
4.2
|
|
4.3
|
||
|
4.4
|
||
|
4.5
|
||
|
4.6
|
||
|
4.7
|
||
|
4.8
|
||
|
4.9
|
||
|
4.10
|
||
|
4.11
|
||
|
8.1
|
||
|
11.1
|
||
|
12.1
|
||
|
12.2
|
||
|
13.1
|
||
|
13.2
|
||
|
15.1
|
||
|
15.2
|
||
|
97.1
|
||
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are within the Inline XBRL
document
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
Inline XBRL Taxonomy Schema Calculation Linkbase
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Schema Definition Linkbase
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Schema Label Linkbase
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Schema Presentation Linkbase
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
(1)
|
Filed as an exhibit to the Company’s Report on Form 6-K on June 30, 2023, and incorporated by reference herein.
|
|
(2)
|
Filed as an exhibit on Form 20-FR12B/A filed on November 2, 2021, and incorporated by reference herein.
|
|
(3)
|
Filed as an exhibit on Form 6-K filed on February 10, 2023, and incorporated by reference herein.
|
|
(4)
|
Filed as an exhibit to the Company’s Registration Statement on Form F-1 on February 23, 2023, as amended, and incorporated by reference herein.
|
|
(5)
|
Filed as an exhibit to the Company’s annual report on Form 20-F for the year ended December 31, 2021, filed with the Commission on April 6, 2022.
|
|
(6)
|
Filed as an exhibit to the Company’s annual report on Form 20-F for the year ended December 31, 2023, filed with the Commission on March 30, 2023.
|
|
(7)
|
Filed as an exhibit on Form 6-K filed on December 19, 2022, and incorporated by reference herein.
|
|
(8)
|
Filed as an exhibit on Form 20-FR12B/A filed on November 17, 2021, and
incorporated by reference herein.
|
|
(9)
|
Filed as an exhibit on Form 6-K filed on January 25, 2022, and incorporated by reference herein.
|
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
OCEANPAL INC.
|
|
|
|
|
|
/s/
Vasiliki Plousaki
|
|
|
Vasiliki Plousaki
|
|
|
Chief Financial Officer
|
|
| Dated: April 15, 2024 |
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
||
|
F-2
|
||
|
F-3
|
||
|
F-4
|
||
|
F-5
|
||
|
F-6
|
||
|
F-8
|
To the Stockholders and the Board of Directors of OceanPal Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of OceanPal Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated
statements of comprehensive (loss)/income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023 and for the period from inception (April 15, 2021) through December 31, 2021, and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022 and the results
of its operations and its cash flows for each of the two years in the period ended December 31, 2023 and for the period from inception (April 15, 2021) through December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Ernst & Young (Hellas) Certified Auditors Accountants S.A.
We have served as the Company’s auditor since 2021.
OCEANPAL INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2023 and 2022
(Expressed in thousands of U.S. Dollars – except for share and per share data)
|
December 31, 2023
|
December 31, 2022
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents (Note 2(e))
|
$
|
|
$
|
|
||||
|
Accounts receivable trade, net (Note 2(f))
|
|
|
||||||
|
(Note 3(a))
|
|
|
||||||
|
Inventories (Note 2(g))
|
|
|
||||||
|
Prepaid expenses and other assets, net (Note 6)
|
|
|
||||||
|
Insurance claims (Note 2(i))
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
FIXED ASSETS:
|
||||||||
|
Vessels, net (Notes 2(j), 2(k) and 5)
|
|
|
||||||
|
Total fixed assets
|
|
|
||||||
|
OTHER NON-CURRENT ASSETS:
|
||||||||
|
Deferred charges, net (Notes 2(m) and 2(z))
|
|
|
||||||
|
Equity method investment (Notes 2(h) and 4)
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Accounts payable, trade and other
|
|
|
||||||
|
(Notes 3(a) and 3(b))
|
|
|
||||||
|
Dividends payable (Note 7(c))
|
|
|
||||||
|
Accrued liabilities
|
|
|
||||||
|
Unearned revenue (Note 2(o))
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
Commitments and contingencies (Note 6)
|
|
|
||||||
|
STOCKHOLDERS’ EQUITY:
|
||||||||
|
Preferred stock, $
|
|
|
||||||
|
Common stock, $
|
|
|
||||||
|
Additional paid-in capital (Note 7)
|
|
|
||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
Total stockholders’ equity
|
|
|
||||||
|
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
OCEANPAL INC.
For the years
ended December 31, 2023, and 2022 and the period from inception (April 15, 2021) through December 31, 2021
(Expressed in thousands of U.S. Dollars – except for share and per share data)
|
2023
|
2022
|
2021
|
||||||||||
|
REVENUES:
|
||||||||||||
|
Time charter revenues (Notes 2(f) and 2(o))
|
$
|
|
$
|
|
$
|
|
||||||
|
EXPENSES:
|
||||||||||||
|
Voyage expenses (Note 2(o))
|
|
|
|
|||||||||
|
Vessel operating expenses (Notes 2(p) and 9)
|
|
|
|
|||||||||
|
Depreciation and amortization of deferred charges (Notes 2(l), 2(m) and 5)
|
|
|
|
|||||||||
|
General and administrative expenses
|
|
|
|
|||||||||
|
Management fees to related parties (Notes 3(a) and 3(b))
|
|
|
|
|||||||||
|
Other operating loss/(income) (Note 6)
|
|
(
|
)
|
|
||||||||
|
Operating (loss)/income
|
$
|
(
|
)
|
$
|
(
|
)
|
|
|||||
|
OTHER INCOME:
|
||||||||||||
|
Changes in fair value of warrants’ liability (Note 7(b))
|
|
|
|
|||||||||
|
Finance costs (Note 7(b))
|
(
|
)
|
|
|
||||||||
|
Interest income
|
|
|
|
|||||||||
|
Gain from equity method investment (Notes 2(h) and 4)
|
|
|
|
|||||||||
|
Other expenses
|
(
|
)
|
|
|
||||||||
|
Total other income, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Net (loss)/income and comprehensive (loss)/income
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Deemed dividend upon redemption of Series D Preferred Stock (Note 7(c))
|
(
|
)
|
(
|
)
|
|
|||||||
|
Deemed dividend upon redemption of Series C Preferred Stock (Note 7(c))
|
(
|
)
|
|
|
||||||||
|
Dividends on Series C Preferred Stock (Note 7(c))
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Dividends on Series D Preferred Stock (Note 7(c))
|
(
|
)
|
(
|
)
|
|
|||||||
|
Dividends on Class A warrants (Note 7(a))
|
|
(
|
)
|
|
||||||||
|
Net (loss)/income and comprehensive (loss)/income attributable to common stockholders
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
(Loss)/ earnings per common share, basic (Note 8)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
(Loss)/ earnings per common share, diluted (Note 8)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Weighted average number of common stock, basic (Note 8)
|
|
|
|
|||||||||
|
Weighted average number of common stock, diluted (Note 8)
|
|
|
|
|||||||||
The accompanying notes are an integral part of these consolidated financial statements.
OCEANPAL INC.
For the years ended December 31, 2023, and 2022 and for the period from inception (April 15, 2021) through December 31, 2021
(Expressed in thousands of U.S. Dollars – except for share and per share and warrants data)
|
Preferred Stock
Series B
|
Preferred Stock
Series C
|
Preferred Stock
Series D
|
Preferred Stock
Series E
|
Common Stock
|
Additional |
Retained Earnings/
|
||||||||||||||||||||||||||||||||||||||||||||||
|
# of
Shares
|
Par Value
|
# of
Shares
|
Par Value
|
# of
Shares
|
Par Value
|
# of
Shares
|
Par
Value
|
# of Shares
|
Par Value
|
Paid-in
Capital
|
(Accumulated Deficit)
|
Total Equity
|
||||||||||||||||||||||||||||||||||||||||
|
BALANCE, April 15, 2021
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||||||||||||||
|
Net income
|
-
|
$
|
|
- |
$
|
|
- |
$
|
|
-
|
$
|
|
-
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||||||||||||||
|
Cancellation of common stock (Note 7(a))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Issuance of common stock (Note 7(a))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of Series B Preferred Stock (Notes 3(c) and 7(c))
|
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of Series C Preferred Stock (Notes 3(c) and 7(c))
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Dividends on Series C Preferred Stock (Note 7(c))
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||||||||||||
|
BALANCE, December 31, 2021
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||||||||||||||
|
Net loss
|
-
|
$
|
|
-
|
$
|
|
-
|
|
-
|
|
-
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||||||||||||||||
|
Issuance of
units (comprising from common stock or prefunded warrants and warrants) and
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of common stock following exercise of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of Series D Preferred Stock (Note 7(c))
|
-
|
-
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Compensation cost under the Equity Incentive Plan (Note 7(c))
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Dividends declared ($
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
|
Dividends declared and paid ($
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||||||||||||
|
Series D Preferred Stock redemption and issuance of
common stock (Note 3(c) and 7(c))
|
-
|
-
|
-
|
-
|
(
|
)
|
|
-
|
-
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
|
Dividends on Series D Preferred Stock (Note 7(c))
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||||||||||||
|
Dividends on Series C Preferred Stock (Note 7(c))
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
|
BALANCE, December 31, 2022
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||||||||||||||
|
Net loss
|
-
|
$
|
|
-
|
$
|
|
-
|
$
|
|
-
|
$
|
|
-
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||||||||||||||
|
Issuance of Series D Preferred Stock (Notes 3(c) and 7(c))
|
-
|
-
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of common shares pursuant to exercises of
in the February 2023 Registered Direct Offering (Note 7(a))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of Series E Preferred Stock (Notes 3(d) and 7(c))
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Retirement of fractional common shares in June reverse stock split (Note 7(a))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Series C Preferred Stock redemption and issuance of
common stock (Note 7(c))
|
-
|
-
|
(
|
)
|
|
-
|
-
|
-
|
-
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
|
Series D Preferred Stock redemption and issuance of common stock (Note 7(c))
|
-
|
-
|
-
|
-
|
(
|
)
|
|
-
|
-
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
|
Alternative cashless exercise of private placement warrants
(Note 7(b))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Issuance of restricted Series C Preferred Stock and compensation cost under the Equity Incentive Plan (Note 7(c))
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Dividends declared and paid on Series D Preferred Stock (Note 7(c))
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
|
Dividends declared on Series C Preferred Stock (Note 7(c))
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
|
BALANCE, December 31, 2023
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
OCEANPAL INC.
For the years ended December 31, 2023, and 2022 and for the period from inception (April 15, 2021) through December 31, 2021
(Expressed in thousands of U.S. Dollars – except for share and per share data)
|
2023
|
2022
|
2021
|
||||||||||
|
Cash Flows provided by Operating Activities:
|
||||||||||||
|
Net (loss)/income
|
$
|
(
|
)
|
$ |
(
|
)
|
$ |
|
||||
|
Adjustments to reconcile net income to net cash from operating activities:
|
||||||||||||
|
Depreciation and amortization of deferred charges (Note 5)
|
|
|
|
|||||||||
|
Compensation cost on restricted stock awards (Note 7(c))
|
|
|
|
|||||||||
|
Finance costs (Note 7(b))
|
|
|
|
|||||||||
|
Changes in fair value of warrants’ liability (Note 7(b))
|
(
|
) |
|
|
||||||||
|
Gain from equity method investment (Note 4)
|
(
|
) |
|
|
||||||||
|
(Increase) / Decrease in:
|
||||||||||||
|
Accounts receivable, trade, net
|
|
(
|
) |
|
||||||||
|
Due from a related party
|
|
|
(
|
) | ||||||||
|
Inventories
|
|
(
|
) |
|
||||||||
|
Prepaid expenses and other assets, net
|
|
(
|
) |
(
|
) | |||||||
|
Insurance claims
|
(
|
) |
|
|
||||||||
|
Deferred charges
|
|
|
(
|
) | ||||||||
|
Increase / (Decrease) in:
|
||||||||||||
|
Accounts payable, trade and other
|
|
|
|
|||||||||
|
Due to related parties
|
|
|
|
|||||||||
|
Accrued liabilities
|
(
|
)
|
|
|
||||||||
|
Unearned revenue
|
|
|
|
|||||||||
|
Dry-dock costs
|
(
|
)
|
(
|
)
|
|
|||||||
|
Net cash provided by Operating Activities
|
$
|
|
$
|
|
$
|
|
||||||
|
Cash Flows used in Investing Activities:
|
||||||||||||
|
Payments for vessel improvements and vessel acquisitions (Note 5)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Payment for equity method investment (Note 4)
|
(
|
)
|
|
|
||||||||
|
Net cash used in Investing Activities
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Cash Flows provided by Financing Activities:
|
||||||||||||
|
Proceeds from Spin-Off (Note 3(c))
|
|
|
|
|||||||||
|
Proceeds from issuance of units and warrants (Note 7(a))
|
|
|
|
|||||||||
|
Proceeds from exercise of prefunded warrants (Note 7(a))
|
|
|
|
|||||||||
|
Proceeds from issuance of Series E Preferred Stock (Note 3(d) and 7(c))
|
|
|
|
|||||||||
|
Payments of equity issuance and financing costs (Note 7(a))
|
(
|
)
|
(
|
)
|
|
|||||||
|
Payments of dividends on common stockholders and Class A warrant holders (Note 7(a))
|
|
(
|
)
|
|
||||||||
|
Payments of dividends on Series C Preferred Stock (Note 7(c))
|
(
|
)
|
(
|
)
|
|
|||||||
|
Payments of dividends on Series D Preferred Stock (Note 7(c))
|
(
|
)
|
(
|
)
|
|
|||||||
|
Net cash provided by Financing Activities
|
$
|
|
$
|
|
$
|
|
||||||
|
Net increase in cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
||||||
|
Cash and cash equivalents at beginning of the year/period
|
|
|
|
|||||||||
|
Cash and cash equivalents at end of the year/period
|
$
|
|
$
|
|
$
|
|
||||||
|
Series C Preferred Stock dividends declared, not paid (Note 7(c))
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Deemed dividend on Series C Preferred Stock upon issuance of common stock (Note 7(c))
|
(
|
)
|
|
|
||||||||
|
Deemed dividend on Series D Preferred Stock upon issuance of common stock (Note 7(c))
|
(
|
)
|
(
|
)
|
|
|||||||
|
Non-cash consideration for vessel acquisition through the issuance of Series D Preferred Stock (Note 7(c))
|
(
|
)
|
(
|
)
|
|
|||||||
|
Alternative cashless exercise of private placement warrants (Note 7(b))
|
|
|
|
|||||||||
|
Issuance of common stock and preferred stock in exchange for entities’ acquisition (Note 3(c))
|
$
|
|
$
|
|
$
|
|
The accompanying notes are an integral part of these consolidated financial statements.
OCEANPAL INC.
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
1. Basis of Presentation and General Information
The accompanying consolidated financial statements include the accounts of OceanPal Inc. (the ‘‘Company”, or “OceanPal”, or “OP”), and its wholly
owned subsidiaries (collectively, the “Company”). OP was incorporated by Diana Shipping Inc. (“Diana Shipping” or “DSI”) on April 15, 2021, under the laws of the Republic of the Marshall Islands, having a share capital of
500
shares, par value $
0.01
per share,
issued to DSI. On June 24, 2021, OP filed a confidential registration statement on Form 20-F with the US Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, to effect a spin-off of
three
of DSI’s vessel owning subsidiaries together with working capital in exchange of common and preferred stock to DSI’s stockholders and DSI,
respectively (the “Spin-Off”) (Note 3(c)). On November 29, 2021, the registration statement was declared effective. Upon Spin-Off consummation, the Company’s articles of incorporation and bylaws were amended. Under the amended articles of
incorporation, the Company’s authorized share capital increased from
500
to
one
billion shares of common stock at par value $
0.01
and
100,000,000
preferred stock at par value $
0.01
.
In June 2023, the Company’s articles of incorporation and bylaws were further amended.
The Company’s shares trade on the Nasdaq Capital Market under the ticker symbol “OP”.
Effective December 22, 2022, and June 8, 2023, the Company effected a
and a
reverse stock split, respectively, on its
then issued and outstanding common stock (Note 7(a)). All share and per share amounts disclosed in the accompanying consolidated financial statements give effect to these reverse stock splits, retroactively, as applicable, for all periods
presented.
The comparative consolidated financial statements for the period from inception (April 15, 2021) through December 31, 2021, include only the accounts
of OceanPal Inc. from inception date April 15, 2021 through November 29, 2021, as the accounts of the Company’s wholly owned subsidiaries have been consolidated from November 30, 2021 (i.e. upon the Spin-Off consummation and the acquisition of
the
three
ship-owning subsidiaries by the Company) when the operation of the Company’s vessels under OceanPal Inc.’s ownership
started. Operations prior to November 30, 2021, consisted principally of organizational expenses.
The Company is engaged in the ocean transportation of cargoes worldwide through the ownership and operation of vessels. Each of the vessels is owned
through a separate wholly owned subsidiary. As of December 31, 2023, the Company was the sole owner of all outstanding shares of the following subsidiaries:
|
|
• |
Cypres Enterprises Corp. (“Cypres”), a company incorporated in the Republic of Panama on September 7, 2000, owner of the 2004 built Panamax dry bulk carrier Protefs,
|
|
|
• |
Darien Compania Armadora S.A. (“Darien”), a company incorporated in the Republic of Panama on December 22, 1993, owner of the 2005 built Panamax dry bulk carrier Calipso,
|
|
|
• |
Marfort Navigation Company Limited (“Marfort”), a company incorporated in the Republic of Cyprus on August 10, 2007, owner of the 2005 built Capesize dry bulk carrier Salt Lake City,
|
|
|
• |
Darrit Shipping Company Inc. (“Darrit”), a company incorporated in the Republic of the Marshall Islands on June 02, 2022, owner of the 2005 built Capesize dry bulk carrier Baltimore, and
|
|
|
• |
Fiji Shipping Company Inc. (“Fiji”), a company incorporated in the Republic of the Marshall Islands on January 27, 2023, owner of the 2005 built Panamax dry bulk carrier Melia (Notes 3(c) and 5).
|
The Company operates its own fleet through Diana Wilhelmsen Management Limited (or “DWM”) (Note 3(a)) and Steamship Shipbroking Enterprises Inc. (or
“Steamship”) (Note 3(b)).
F-8
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Uncertainties caused by worldwide health and geopolitical events:
As of December 31, 2023, COVID-19 was no
longer considered a global health emergency, however the ongoing public health concerns from the COVID-19 pandemic continue to unfold. Additionally, the ongoing conflict between Russia and the Ukraine, has disrupted supply chains and caused
instability in the energy markets and the global economy, which have experienced significant volatility. In particular, the conflict in Ukraine and related sanctions measures imposed against Russia has and is disrupting energy production and trade
patterns, including shipping in the Black Sea and elsewhere, and has also impacted the price of certain dry bulk goods, such as grain, as well as energy and fuel prices. Notably, various jurisdictions have imposed sanctions against Russia directly
targeting the maritime transport of goods originating from Russia, such as of oil products and agricultural commodities such as potash. Further, on October 7, 2023, an ongoing armed conflict between Israel and the Palestinian militant group Hamas,
which the United States and the European Union classify as a terrorist organization, has been taking place in and around the Gaza Strip, and there has been a notable uptick in hostilities in the Middle East, including reports of vessel hijacking
incidents and missile attacks on vessels from threat actors in the Gulf of Aden and the Red Sea. To date, no apparent consequences have been identified on the Company’s business, or counterparties, by COVID-19 or the armed conflicts in Ukraine and
the Gaza Strip and their implications. None of the Company’s contracts have been affected by the events in Ukraine and Gaza.
Given the dynamic nature of these circumstances, and as volatility continues, the full extent of the repercussions of the ongoing
COVID-19 global pandemic and/or the Russo-Ukrainian and Israel-Hamas armed conflicts, and/or other ongoing hostilities occurring in the Middle East, including in the Gulf of Aden and the Red Sea, may have either a direct or indirect impact on
the industry and on the Company’s business which is difficult to be predicted, insofar as it is possible that in the future third parties with whom the Company has or will have contracts that may be impacted by such events, i.e. current or
future sanctions’ measures imposed in connection with the conflicts. The related financial reporting implications cannot be reasonably estimated at this time, although they could materially affect the Company’s business, results of operations
and financial condition in the future. As a result, certain of the Company’s estimates and assumptions carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s
estimates may change in future periods. The overall impact on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by these geopolitical events, will depend on how those events will
further develop, the duration and extent of the restrictive measures that are associated with such events and their impact on global economy and trade, which is still uncertain.
The Company is
constantly monitoring the developing situation, as well as its charterers’ and other counterparties’ response to the market and continuously evaluates the effect on its operations. Also, the Company monitors inflation in the United States of
America, Eurozone and other countries, including ongoing global prices pressures that are driving up energy and commodity prices in the wake of the armed conflicts in Ukraine and the Middle East, which continue to have a moderate effect on the
Company’s operating expenses.
F-9
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
2. Significant Accounting Policies – Recent Accounting Pronouncements
a) Principles of consolidation
: The accompanying consolidated financial statements have
been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of OceanPal Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon
consolidation. Under Accounting Standards Codification (“ASC”) 810 “Consolidation”, the Company consolidates entities in which it has a controlling financial interest, by first considering if an entity meets the definition of a variable interest
entity (“VIE”) for which the Company is deemed to be the primary beneficiary under the VIE model, or if the Company controls an entity through a majority of voting interest based on the voting interest model. The Company evaluates financial
instruments, service contracts, and other arrangements to determine if any variable interests relating to an entity exist. For entities in which the Company has a variable interest, the Company determines if the entity is a VIE by considering
whether the entity’s equity investment at risk is sufficient to finance its activities without additional subordinated financial support and whether the entity’s at-risk equity holders have the characteristics of a controlling financial interest.
In performing the analysis of whether the Company is the primary beneficiary of a VIE, the Company considers whether it individually has the power to direct the activities of the VIE that most significantly affect the entity’s performance and also
has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. If the Company holds a variable interest in an entity that previously was not a VIE, the Company reconsiders the
initial determination of whether the entity has become a VIE if certain types of events (“reconsideration events”) occur. The Company has identified it has variable interests in RFSea Infrastructure II AS (“RFSea”) and that RFSea is a variable
interest entity as of December 31, 2023, but is not the primary beneficiary of such entity (Note 4).The Company’s evaluation did not result in identification of consolidated variable interest entities as of December 31, 2023, and 2022.
b) Use of estimates:
The preparation of consolidated financial statements in conformity
with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
c)
Other comprehensive (loss)/ income:
The Company has no other comprehensive (loss)/income and accordingly comprehensive (loss)/income equals net (loss)/income for the periods presented.
d) Foreign currency translation:
The functional currency of the Company is the U.S.
dollar because the Company’s vessels operate in international shipping markets, and therefore primarily transact business in U.S. dollars. The Company’s accounting records are maintained in U.S. dollars. Transactions involving other currencies
during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities which are denominated in other currencies are translated into U.S.
dollars at the year-end exchange rates. Resulting gains or losses are reflected separately in the accompanying consolidated statements of comprehensive (loss)/income.
e) Cash and cash equivalents:
The
Company considers highly liquid investments such as time deposits, certificates of deposit and their equivalents with an original maturity of up to about three months to be cash equivalents. Interest earned on cash and cash equivalents is
separately presented in the accompanying consolidated statements of comprehensive (loss)/income under “Interest Income”.
f) Accounts receivable, trade, net:
The amount shown as accounts receivable, trade, net
at each balance sheet date, includes receivables from charterers for hire from lease agreements, net of allowance for doubtful accounts related to expected uncollectible accounts receivable, if any. At each balance sheet date, all potentially
uncollectible accounts are assessed individually for the purpose of determining the appropriate allowance for doubtful accounts. The Company assessed its accounts receivable, trade and its credit risk relating to its charterers, also considering
the global pandemic and geopolitical events and the effect that these events could have on its accounts. The Company recognizes allowance for doubtful accounts deriving from the collectability assessment as direct reduction to lease income, which
for 2023, 2022 and 2021 amounted to $
33
, $
15
,
and
, respectively. The Company does not recognize interest income on trade
receivables as all balances are usually settled within a year.
The Company classifies accounts receivable, trade, net from charterers in dispute within “Prepaid expenses and other assets, net” in the
accompanying consolidated balance sheets (Note 6).
F-10
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
g) Inventories:
Inventories consist of lubricants and victualling which are stated, on a
consistent basis, at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. When evidence
exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in earnings in the period in which it occurs. Cost is determined by the first in, first out method. Inventories may also consist of
bunkers when on the balance sheet date a vessel is without employment, or remains idle. Bunkers, if any, are also stated at the lower of cost or net realizable value and cost is determined by the first in, first out method.
h) Equity method
investments:
Investments in the equity of entities over which the Company exercises significant influence but does not exercise control are accounted for
by the equity method of accounting in accordance with ASC 321 “Investments-Equity securities”. In reaching such a conclusion,
the Company first assesses whether it holds variable interests in the investee and further, whether the
investee meets the definition of a VIE. The Company then determines whether it is the investee’s primary beneficiary by considering any special rights (in terms of voting, board representation, kick out rights, or otherwise), that grant it
with the power to direct the activities of the investee. In case the investee does not fall under the consolidation guidance,
the Company records such an
investment at cost and adjusts the carrying amount for its share of the earnings or losses of the entity subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received, if any, reduce the
carrying amount of the investment. When the carrying value of an equity method investment equals or exceeds the Company’s interest because of losses, the Company does not recognize further losses, unless the Company has made advances,
incurred obligations, or has made payments on behalf of the investee and is committed to provide further financial support to the investee. At each reporting period, the Company also evaluates whether a loss in the value of an investment
that is other than a temporary decline should be recognized. In its assessment, the Company evaluates indicators such as market conditions, the investee’s performance, and the ability to sustain an earnings capacity that would justify the
carrying amount of the investment and its ability to continue as a going concern. Measurement of the impairment loss is based on the fair value of the investment.
As of December 31, 2023, with regards to its investment in RFSea,
the Company determined that it had variable interests in RFSea and that RFSea was a VIE, but the Company was not the primary beneficiary of such entity. The Company further evaluated that no loss in the value of its investment in RFSea
should be recognized
(Note 4).
i
)
Insurance claims
: The
Company records insurance claims for insured loss recoveries due to fixed assets damage and for insured crew medical expenses. Insurance claims are recorded, net of any deductible amounts, at the time when the Company’s vessels suffer insured
damages or at the time when crew medical expenses are incurred, recovery is probable under the related insurance policies, the Company can estimate the amount of such recovery and the claim is not subject to litigation. During 2023, the Company
incurred insurance recoveries from damage to
one
of its vessels and from medical claims amounting to $
1,058
in the aggregate, included in the accompanying 2023 consolidated statements of comprehensive (loss)/income under “Vessel operating expenses”.
No
insurance claim recoveries were incurred during 2022 and the period from inception date (April 15, 2021) to December 31, 2021.
j) Vessels, net
: Vessels are stated at cost which consists of the contract price and any
material expenses incurred upon acquisition or during construction. Expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of
the vessels; otherwise, these amounts are charged to expense as incurred. As of the balance sheet date, vessels are stated at cost less accumulated depreciation expense and impairment charge, if any. In case of vessel acquisitions, if the agreed
contract price includes non-cash consideration through the issuance of equity instruments to the seller, the vessel acquisition is accounted for under the provisions of ASC 360 and the non-cash consideration is assessed through fair value
measurement.
F-11
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
k) Impairment of long-lived assets:
Long-lived assets are reviewed for impairment whenever
events or changes in circumstances (such as market conditions, obsolesce or damage to the asset, potential sales and other business plans) indicate that the carrying amount of an asset may not be recoverable. When the estimate of undiscounted
projected net operating cash flows, expected to be generated by the use of an asset over its remaining useful life and its eventual disposition is less than its carrying amount plus unamortized dry-docking costs, the Company evaluates the asset for
an impairment loss. Measurement of the impairment loss is based on the fair value of the asset, determined primarily by third party valuations The bulker sector has recently experienced decreased charter rates and decreased vessel market values,
which are conditions that the Company considers as indicators of a potential impairment. In developing estimates of future undiscounted projected net operating cash flows, the Company makes assumptions and estimates about the vessels’ future
performance, with the significant assumptions being related to future charter rates for the unfixed days and future fleet utilization rates. Other assumptions used are: charter rates calculated for the fixed days using the fixed charter rate of
each vessel from existing time charters, the expected outflows for scheduled vessels’ maintenance, vessel operating expenses, estimated remaining useful life of each vessel, and the vessels’ residual value if sold for scrap. The assumptions used to
develop estimates of future undiscounted projected net operating cash flows are based on historical trends as well as future expectations, employment prospects under the then current market conditions and a vessels’ age. In particular, for the
unfixed days, the Company uses the most recent historical
ten-year
average market rates available for each type of vessel over the
remaining estimated life of each vessel, as applicable, net of commissions. Historical
ten-year
average market rates are in line with
the Company’s overall chartering strategy, and they reflect the full operating history of vessels of the same type and particulars with the Company’s operating fleet. In addition, effective fleet utilization is assumed to be
98
%, which is additionally affected by the period(s) each vessel is expected to undergo her scheduled maintenance, assumptions in line with the
Company’s historical performance and its expectations for future fleet utilization under its fleet employment strategy. This calculation is then compared with the vessels’ net book value plus unamortized dry-docking costs. The difference between
the carrying amount of the vessel plus unamortized dry-docking costs and their fair value, if any, is recognized in the Company’s accounts as impairment loss.
No
impairment loss was identified or recorded in the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31, 2021.
l) Vessel depreciation:
Depreciation is computed using the straight-line method over the
estimated useful life of the vessels, after considering the estimated salvage (scrap) value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. In 2023, the Company identified that the estimated
scrap rate used for the determination of annual depreciation was not in line with the current average historical rate and as such, the estimated scrap rate is revised (Note 5). Management estimates the useful life of the Company’s vessels to be
25
years from the date of initial delivery from the shipyard. Secondhand vessels are depreciated from the date of their acquisition through their
remaining estimated useful life. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted.
m) Accounting for dry-docking costs
: The Company follows the deferral method of accounting
for dry-docking costs whereby actual costs incurred are deferred and amortized on a straight-line basis over the period through the date the next dry-docking is scheduled to become due. Unamortized dry-docking costs of vessels that are sold or
impaired are written off and included in the calculation of the resulting gain or loss in the year of the vessel’s sale or impairment.
n) Concentration of credit risk
: Financial instruments, which potentially subject the
Company to significant concentrations of credit risk, consist principally of cash, trade accounts receivable and amounts due to/from related parties. The Company places its temporary cash investments, consisting mostly of deposits, with various
qualified financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts
receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk (Note 11).
F-12
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
o) Accounting for revenues and expenses:
Revenues are generated from time charter
agreements which contain a lease as they meet the criteria of a lease under ASC 842. Agreements with the same charterer are accounted for as separate agreements according to their specific terms and conditions. All agreements contain a minimum
non-cancellable period and an extension period at the option of the charterer. Each lease term is assessed at the inception of that lease. Under a time charter agreement, the charterer pays a daily hire for the use of the vessel and reimburses
the owner for hold cleanings, extra insurance premiums for navigating in restricted areas and damages caused by the charterers. The charterer pays to third parties port, canal and bunkers consumed during the term of the time charter agreement.
Such costs are considered direct costs and are not recorded as they are directly paid by charterers, unless they are for the account of the owner, in which case they are included in voyage expenses. The Company incurs voyage expenses such as
commissions, bunkers (fuel oil and diesel oil), and port expenses relating to owners’ matters. When a vessel is delivered to a charterer, bunkers are purchased by the charterer and sold back to the Company on the redelivery of the vessel. Bunker
gain, or loss, results when a vessel is redelivered by a charterer and delivered to the next charterer at different bunker prices, or quantities. For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021)
through December 31, 2021, the Company incurred loss, loss and gain on bunkers amounting to $
186
, $
1,949
, and $
63
respectively, primarily
resulting from the difference in the value of bunkers paid by the Company when the vessel was redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the
vessel was delivered to a new charterer. This gain or loss is included in “Voyage expenses” in the accompanying consolidated statements of comprehensive (loss)/income. Under a time charter agreement, the owner pays for the operation and the
maintenance of the vessel, including crew, insurance, spares and repairs, which are recognized in operating expenses. Revenues from time charter agreements providing for variable lease payments are accounted for as operating leases and thus
recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as the service is performed. The Company, as lessor, has elected to apply the practical expedient not to allocate the consideration in the agreement
to the separate lease and non-lease components (operation and maintenance of the vessel) as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be
classified as an operating lease, as the criteria of the paragraphs ASC 842-10-15-42A through 42B are met. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the
vessel rather than to the services provided under the time charter contracts. Also, the Company elected to apply a package of practical expedients which does not require the Company, as a lessor, to reassess: (1) whether any expired or existing
contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether initial direct costs for any expired or existing leases would qualify for capitalization under ASC 842. Apart from the agreed hire rate,
the owner may be entitled to an additional income, such as ballast bonus, which is considered as reimbursement of owner’s expenses and is recognized together with the lease component over the duration of the charter. The Company has made an
accounting policy election to recognize the related ballast costs incurred, mainly consisting of bunkers’ consumption, over the period between the charter party date or the prior redelivery date (whichever is latest) and the delivery date to the
charterer, as contract fulfillment costs are amortized over the charter period in accordance with ASC 340-40. Commissions paid to brokers are deferred and amortized over the related charter period to the extent revenue has been deferred, since
commissions are earned as the Company’s revenues are earned. Unearned revenue includes cash received prior to the balance sheet date for which all criteria to recognize revenue have not been met. The majority of the vessels are employed on short
to medium-term time charter contracts, which provides flexibility in responding to market developments. The Company monitors developments in the dry bulk shipping industry on a regular basis and adjusts the charter hire periods for the vessels
according to prevailing market conditions.
p) Repairs and maintenance:
All repair and maintenance expenses including underwater
inspection expenses are expensed in the year incurred. Such costs are included in “Vessel operating expenses” in the accompanying consolidated statements of comprehensive (loss)/income.
F-13
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
q) (Loss)/Earnings per common
share:
Basic (loss)/earnings per common share are computed by dividing net (loss)/income available to common stockholders by the weighted average number of common shares outstanding during the year. Unvested preferred shares granted
under the Company’s equity incentive plan, and Class A warrants are entitled to receive dividends which are not refundable, and therefore are considered participating securities for basic earnings per share calculation purposes, using the
two-class method. The two-class method is an earnings allocation method under which EPS is calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in
undistributed earnings as if all such earnings had been distributed during the period. Under this method, net (loss)/income is reduced by the amount of dividends declared or accumulated in the current period for common stockholders and
participating security holders. The remaining earnings or “undistributed earnings” are allocated between common stock and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had
been distributed. Once calculated, the (loss)/earnings per common share is computed by dividing the net (loss)/income attributable to common stockholders by the weighted average number of common shares outstanding during each year presented.
Diluted (loss)/earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted at the beginning of the periods presented, or issuance date, if later.
Diluted (loss)/earnings attributable to common stockholders per common share is computed by dividing the net (loss)/income attributable to common stockholders by the weighted average number of common shares outstanding plus the dilutive effect of
warrants and shares issued and outstanding under the Company’s equity incentive plan during the applicable periods and the dilutive effect of convertible securities during the applicable periods as well. The treasury stock method is used to
compute the dilutive effect of warrants and shares issued under the Company’s equity incentive plan. The if converted method is used to compute the dilutive effect of shares which could be issued upon conversion of the convertible preferred
stock. The two-class method is used for diluted (loss)/earnings per common share when such is the most dilutive method, considering anti – dilution sequencing as per ASC 260. For purposes of the if converted calculation, the conversion price of
convertible preferred stock is based on the fixed conversion price or on the average market price when the number of shares that may be issued is variable. Potential common shares that have an anti-dilutive effect (i.e., those that increase
income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.
r) Segment reporting:
The Company engages in the operation of dry-bulk vessels which has
been identified as
one
reportable segment. The operation of the vessels is the main source of revenue generation, the services
provided by the vessels are similar and they all operate under the same economic environment. Additionally, the vessels do not operate in specific geographic areas, as they trade worldwide; they do not trade in specific trade routes, as their
trading (route and cargo) is dictated by the charterers; and the Company does not evaluate the operating results for each type of dry bulk vessel (i.e., Panamax or Capesize) for the purpose of making decisions about allocating resources and
assessing performance.
s) Fair value measurements
: The Company follows the provisions of ASC 820 “Fair Value
Measurements and Disclosures”, which defines fair value and provides guidance for using fair value to measure assets, liabilities and equity instruments classified in stockholders’ equity. The guidance creates a fair value hierarchy of
measurement and describes fair value as the price that would be received to sell an asset or paid to transfer a liability or the consideration to transfer equity interests issued in an orderly transaction between market participants in the market
in which the reporting entity transacts. The fair value measurement assumes that an instrument classified in stockholders’ equity is transferred to a market participant at the measurement date. The transfer of an instrument classified in
stockholders’ equity assumes that the instrument would remain outstanding, and the market participant takes on the rights and responsibilities associated with the instrument. In accordance with the requirements of accounting guidance relating to
Fair Value Measurements, the Company classifies and discloses its assets, liabilities and equity instruments classified in stockholders’ equity carried at the fair value in one of the following categories: Level 1: Quoted market prices in active
markets for identical assets or liabilities or equity instruments; Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; Level 3: Unobservable inputs that are not corroborated by market data.
F-14
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
t) Share based payments:
The Company issues restricted share awards
which are measured at fair value on their grant date and are not subsequently re-measured. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period
(usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Forfeitures of awards are accounted for when and if they occur. If an equity award is modified after
the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.
u) Going concern:
The Company follows the provisions of ASC 205-40
“Presentation of financial statements – Going Concern”, which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and on related required
footnote disclosures. Management evaluates, at each reporting period, whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial
statements are issued.
v) Financial instruments, credit losses
: At each reporting date, the
Company evaluates its financial assets individually for credit losses and presents such assets in the net amount expected to be collected on such financial asset. When financial assets present similar risk characteristics, these are evaluated on
a collective basis. When developing an estimate of expected credit losses the Company considers available information relevant to assessing the collectability of cash flows such as internal information, past events, current conditions and
reasonable and supportable forecasts.
No
provision for credit losses were recorded in 2023, 2022 and the period from inception
(April 15, 2021) through December 31, 2021.
w) Evaluation of nonmonetary transactions:
When the Company enters into a nonmonetary
transaction as defined broadly under ASC 845, it determines whether the transaction is a contribution of an asset or a business by assessing the definition of a business under ASC 805 and whether the transaction is pro-rata. A transaction is
considered pro rata if each owner receives an ownership interest in the transferee in proportion to its existing ownership interest in the transferor (even if the transferor retains an ownership interest in the transferee). In accordance with
FASB Topic 805 Business Combinations: Clarifying the Definition of a Business, if substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or group of similar identifiable assets, then the
set is not a business. To be considered a business, a set must include an input and a substantive process that together significantly contributes to the ability to create an output. All assets contributed under nonmonetary transactions that do
not meet the definition of a business, are measured at their fair values on the transaction date in accordance with ASC 845, if the fair value is objectively measurable and clearly realizable in an outright sale at or near the distribution.
x) Distinguishing liabilities from equity:
The Company
follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. In its assessment, the Company analyzes key features of
these financial instruments to determine whether they are more akin to equity or to debt. It then identifies any embedded features in those instruments and examines whether the identified embedded features fall under the definition of a
derivative according to the provisions of ASC 815 or whether those features require bifurcation (other than those with de minimis value) or affect classification in permanent equity. Financial instruments meeting the classification of liability
are initially measured at fair value and are subsequently remeasured at each balance sheet date with the offsetting adjustments recorded within the consolidated statements of
comprehensive (loss)/income
.
Upon settlement or termination, instruments classified as liabilities at fair value are marked to their fair value at the settlement date and then the liability gets settled. The Company values its instruments classified as liabilities using
either the Black-Scholes option pricing model or other acceptable valuation models, including the binominal option pricing model (Note 7).
F-15
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
y) Redemption of shares or
convertible preferred stock for issuance of shares of common stock:
In the case of conversion of preferred stock to common stock, with the conversion feature assessed by the Company at first using the provisions of ASC 480-10-25-14
and then determined as requiring evaluation as a redemption feature (Note 2(x)), the Company follows redemption accounting. A redemption of preferred stock according to its original terms may be paid using cash, other instruments issued by
the issuer or other assets (individually and collectively, the consideration) and may include a premium or discount. As per ASC 260-10-S99-2, a premium paid on redemption represents a return similar to a dividend to/from the preferred holder.
In particular, when the Company determines that on the redemption date there is a difference in the carrying value of the preferred stock, as compared to the fair value of the common shares issued, that value represents a dividend to/from the
preferred holders, which should be deducted from (if a premium) or added to (if a discount) the net (loss)/ income to arrive at the net (loss)/income available to common stockholders (Note 8).
z)
Offering expenses:
Expenses directly
attributable to an equity offering are deferred and offset against the proceeds of the offering within additional paid-in capital, unless the offering is aborted, in which case they are written-off and charged to net (loss)/income. Deferred
offering expenses in relation to ongoing offerings that have not materialized as of December 31, 2023 and 2022, amounted to $
59
and $
376
, respectively, and are included in “Deferred charges, net” in the accompanying consolidated balance sheets.
New Accounting Pronouncements
-
Not yet adopted
In October 2023, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2023-06, “Disclosure Improvements:
Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”. The amendments in this Update modify the disclosure or presentation requirements of a variety of Topics in the Codification. The effective date
for each amendment of the ASU 2023-06 will be, the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The amendments in ASU 2023-06 should be
applied prospectively. The Company has assessed that the adoption of this standard will not have any impact on the Company’s consolidated financial statements and related disclosures.
In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (or ASU
2023-07). ASU 2023-07 introduced updates for how significant segment expense categories and amounts for each reportable segment are disclosed. A significant segment expense is defined as an expense that is: a) Significant to the segment, b)
Regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and c) Included in the reported measure of segment profit or loss. The additional disclosure for segmented reporting is
intended to provide additional information to financial statement users as now expenses such as direct expenses, shared expenses, allocated corporate overhead, or significant interest expense need to be disaggregated and reported separately
for each segment. ASU 2023-07 also requires that all segment-related disclosures required by FASB Topic 280 (Segment Reporting) be made also by entities that have a single reportable segment. ASU 2023-07 is effective for public entities for
fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. Upon adoption, a public entity will apply the ASU as of the beginning of the earliest
period presented. The Company has assessed that the adoption of this standard will not have any impact on the Company’s consolidated financial statements and related disclosures.
3. Transactions with Related Parties
| (a) |
Diana Wilhelmsen Management Limited, or DWM:
|
On November 29, 2021, the Company appointed DWM to provide management services for the vessels of the Company’s fleet pursuant to a
management agreement, under which each of the vessel-owning subsidiaries pays, for each vessel, an aggregate of
1.25
% on hire and on
freight of the vessel’s gross income per month, plus either (i) $
20,000
per month that the vessel is employed or available for
employment or (ii) $
10,000
per month for each month that the vessel is laid-up and not available for employment for at least
15
calendar days during such month. Under the addenda on the management agreements, dated March 1, 2022, the fixed monthly management fee was amended
to (i) $
18,500
per month that the vessel is employed or available for employment or (ii) $
9,250
per month for each month that the vessel is laid-up and not available for employment for at least
15
calendar days during such month. The management agreements, as amended, may be terminated by either party on
three months
’ prior written notice. DWM is deemed a related party to the Company on the basis that certain members of the Company’s board of directors also act as members of the board of
directors at DWM. Management fees charged by DWM for the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31, 2021, amounted to $
1,319
, $
974
and $
79
, respectively. Of the management fees charged by DWM for the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31, 2021, $
1,086
, $
737
and $
62
, respectively, are included in “Management fees to related parties” and $
233
, $
237
, and $
17
, respectively, are included in “Voyage expenses”, in the accompanying consolidated statements of
comprehensive (loss)/income
. As of December
31, 2023 and 2022, amounts of $
12
and $
5
,
were due to and due from DWM, included in “Due to related parties” and “Due from a related party”, respectively, in the accompanying consolidated balance sheets.
F-16
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
|
(b)
|
Steamship Shipbroking Enterprises Inc. or Steamship:
|
On November 29, 2021, the Company appointed Steamship to provide insurance, administrative and brokerage services pursuant to a
management agreement for insurance-related services, a brokerage services agreement, and an administrative services agreement. Under each vessel-owning subsidiary’s insurance management agreement with Steamship, the vessel-owning subsidiary pays
Steamship a fixed fee of either (i) $
500
per month for each month that the vessel is employed or is available for employment or (ii) $
250
per month for each month that the vessel is laid-up and not available for employment for at least
15
calendar days during such month. These insurance management agreements may be terminated by either party on
three months
’ prior written notice. Under the brokerage services agreement, the Company pays Steamship a lumpsum commission and
2.5
% on the hire agreed per charter party for each vessel, provided, however, that the Company and Steamship may agree to commissions on a percentage basis for specific deals. Up to
December 31, 2022, as per the terms of the brokerage services agreement, the Company paid Steamship a fixed monthly fee of $
95,000
,
which, with effect from January 1, 2023, was increased to $
150,000
subject to the provisions of a new brokerage services agreement
entered into with Steamship on March 7, 2023, the remaining terms of which remained unaltered. The new brokerage services agreement has an initial term of
twelve months
that commenced on January 1, 2023, and is automatically thereafter renewed for further periods of
calendar year, unless terminated by either party on
three months
’ prior
written notice. Under the administrative services agreement entered into between the Company and Steamship, the Company pays Steamship a monthly fee of $
10,000
.
The administrative services agreement may be terminated by either party on
30
days’ prior written notice. The administrative services
agreement had an initial term of
twelve months
with effect from November 29, 2021, and an automatic further
twelve-month
renewal term. On November 29, 2023, the Company entered into a new administrative services agreement with Steamship on substantially the
same terms as the expired agreement. Steamship is deemed a related party to the Company on the basis that members of the Company’s board of directors also act as board of directors’ members at Steamship and since January 2023, Steamship is
controlled by the Company’s Chairperson. For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31, 2021, insurance and administrative management fees amounted to $
150
, $
141
and $
12
, respectively, and are included in “Management fees to related parties” in the accompanying consolidated statements of
comprehensive
(loss)/income
. For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31, 2021, aggregate brokerage fees amounted to $
2,266
, $
1,614
and $
178
, respectively. Of the brokerage fees charged by Steamship for the years ended December 31, 2023 and 2022 and for the period from inception (April
15, 2021) through December 31, 2021, $
1,800
, $
1,140
and $
145
, respectively, are included in “General and administrative
expenses”, whereas, $
466
, $
474
and $
33
, respectively, are included in “Voyage expenses” in the accompanying consolidated statements of
comprehensive
(loss)/income
. During 2023, in connection with the Company’s chemical tankers’ investment (Note 4), Steamship charged the Company one off brokerage fee amounting to $
150
that is included in “Equity method investment” in the accompanying 2023 consolidated balance sheet.
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31, 2021, accrued
performance bonuses of $
230
, $
185
and $
are included in “General and administrative expenses” in the accompanying consolidated statements of
comprehensive
(loss)/income (Note 12(c))
. As of December 31, 2023 and 2022, there was an amount of $
462
and $
410
, respectively, due to Steamship, included in “Due to related parties” in the accompanying consolidated balance sheets, regarding outstanding fees
for the services provided under the agreements discussed above and also resulting from amounts paid by Steamship on behalf of the Company.
F-17
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
|
(c)
|
Diana Shipping Inc., or DSI:
|
Spin-Off:
On November 29, 2021, the Company completed its Spin-Off from
DSI. In connection with the Spin-Off, DSI contributed to the Company
three
ship-owning companies (Cypres, Darien and Marfort discussed
in Note 1) together with $
1,000
in working capital, whereas as of the same date, stockholders of DSI received one of the Company’s
common shares for every
200
shares of DSI’s common stock owned at the close of business on November 3, 2021 (i.e.,
44,101
shares). DSI also received
500,000
of the Company’s Series B Preferred Stock
(the “Series B Preferred Stock”)
and
10,000
of
the Company’s
Series C Convertible Preferred Stock (the “Series C Preferred Stock”) (Note 7(c)).
DSI did not distribute the Series B Preferred Stock or the Series C Preferred Stock to its stockholders
in connection with the Spin-Off, and the Series B and Series C Preferred Stock are non-transferable.
The transaction was approved unanimously by the Board of Directors of the Company.
Pursuant to the Contribution and Conveyance agreement dated on November 8, 2021, as amended and restated on November 17, 2021, entered between the
Company and DSI, DSI has indemnified the Company and the
three
above mentioned vessel-owning subsidiaries, for any and all obligations
and other liabilities arising from or relating to the operation, management or employment of the Company’s vessels prior to the effective date of the Spin-Off (November 29, 2021). Additionally, pursuant to a Right of First Refusal agreement entered
with DSI, dated November 8, 2021, the Company has been granted a right of first refusal over
six
identified drybulk carriers owned by
DSI, effective as of the consummation of the Spin-Off. According to this right of first refusal, the Company has been granted the right, but not the obligation, to purchase
one
or all of the
six
identified vessels when and if DSI determines to sell
the vessels at fair market value at the time of sale. As of December 31, 2023, following the Company’s refusal to acquire two of the identified vessels and the acquisition of the M/V Melia in February 2023 and the M/V Baltimore in September 2022
(Note 5),
two
out of
six
identified vessels remained available for purchase by the Company pursuant to the exercise of the right of first refusal under the agreement entered between the Company and DSI.
Furthermore, the Company as of November 2, 2021, has entered into a Non-Competition agreement with DSI pursuant to which DSI has agreed not to
compete with the Company for vessel acquisition or chartering opportunities to the extent that such acquisition or chartering opportunities are suitable for the Company or one of the Company’s vessels.
The Spin-Off was accounted for at fair values. The aggregate fair value of $
46,040
for the
three
vessels contributed to the Company on November 29,
2021, was determined through Level 2 inputs of the fair value hierarchy by taking into consideration third party valuations which were based on the last done sales of vessels with similar characteristics, such as type, size and age at the
specific dates (Note 5). The fair value of other assets contributed to the Company, mainly comprising lubricating oils and bunkers, amounting to $
1,044
in aggregate, approximated their respective carrying value. The Series B Preferred Stock which has
no
economic interest was recorded
at par, amounting to $
5
and the Series C Preferred Stock has been recorded at a fair value of $
7,570
determined based on valuation obtained by an independent third party for the purposes of the Spin-Off (Note 7(c)).
F-18
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Vessel acquisitions and issuances of Series D
Preferred Stock:
On June 13, 2022 and February 1, 2023, pursuant to the exercise of the right of first refusal discussed above, the Company, through
Darrit and Fiji, entered into separate Memoranda of Agreement with DSI, as amended, to acquire the Capesize M/V Baltimore and the Panamax M/V Melia, for purchase prices of $
22,000
and $
14,000
, respectively. Of the agreed purchase price for each
vessel, $
4,400
for Baltimore and $
4,000
for Melia was paid in cash upon signing of each Memorandum of Agreement and the remaining amounts of $
17,600
and $
10,000
, respectively, were paid upon delivery of each vessel to the Company, on September 20, 2022 and February 8, 2023, respectively, in the form
of
25,000
and
13,157
shares of the Company’s Series D Preferred Stock, respectively
(Notes 5 and 7(c))
.
The vessels’ cost was accounted for at $
22,000
and $
14,000
, respectively,
pursuant to the provisions of ASC 360, being the fair value of the consideration that the Company contributed to acquire each vessel, including the fair value of the non-cash consideration. The
Series D Preferred Stock has been recorded at a fair value of $
17,600
and $
10,000
, respectively determined based on valuations obtained by an independent third party for the purposes of the transactions (Note 7(c)). Each
of the vessel
acquisitions was approved by a committee of independent members of the Company’s Board of Directors.
In connection with the issuances of the Series D preferred stock for the acquisitions of the M/V Baltimore and the M/V Melia, DSI declared special
stock dividends to all its stockholders of record as of November 28, 2022, and April 24, 2023, respectively, of all of the Company’s shares of Series D Preferred Stock held by DSI at that time. The dividends were paid on December 15, 2022, and
June 9, 2023, respectively (Note 7(c)).
Redemption of Series C Preferred Stock:
On October 17, 2023, pursuant to the provisions of the Series C Preferred Stock statement of designations, DSI exercised its right to redeem
9,793
of its
10,000
Series C
Preferred Stock, through the issuance to DSI of
3,649,474
of the Company’s shares of common stock.
The redemption
rate which was utilized in connection with the redemption of the Series C Preferred Stock was based on the
10
-day trailing VWAP of
the Company’s common stock, in accordance with the
conversion mechanism prescribed in the
Series C Preferred Stock statement of designations.
As a result of this redemption, the
9,793
Series C preferred shares have been cancelled and retired and
207
Series C Preferred
Stock of the Company remained in DSI’s possession.
The Company’s valuation determined that the redemption on October 17, 2023 of
9,793
Series C Preferred Stock for the issuance of the above Company’s shares of common stock resulted in an excess value of the shares of common stock of $
2,549
or $
0.70
per common share, as compared to the carrying value of the Series C Preferred Stock redeemed (
which have been recorded at inception at a fair value of $
7,414
determined based on valuation obtained by an independent third party for the purposes of the Spin-Off)
, that was transferred to DSI on the measurement date (i.e. October 17, 2023), and thus this value represented a deemed dividend to
DSI, that was deducted from the net loss to arrive at the net loss available to common stockholders (Note 8). The fair value of the common shares issued on the measurement date of $
9,963
was determined through Level 1 inputs of the fair value hierarchy (quoted market price on the date of the redemption of the Series C Preferred Stock for issuance of common stock).
As of December 31, 2023, and 2022, there was
no
amount due to or from DSI.
|
(d)
|
Issuance of Series E Preferred Stock:
|
On March 20, 2023, the Company issued
1,200
shares of its newly designated Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”), par value $
0.01
per
share, to an affiliated company of its Chairperson, for a purchase price of $
35
. The Series E Preferred Stock votes with the common
shares of the Company, and each share of the Series E Preferred Stock entitles the holder thereof to up to
25,000
votes on all matters
submitted to a vote of the stockholders of the Company, subject up to
15
% of the total number of votes entitled to be cast on matters
put to stockholders of the Company. The issuance of shares of Series E Preferred Stock to the Company’s Chairperson was approved by an independent committee of the Company’s Board of Directors, which received a fairness opinion from an
independent third party that the transaction was fair from a financial point of view to the Company (Note 7(c)).
F-19
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
|
(e)
|
Altair Travel Agency S.A. (“Altair”):
|
The Company uses from time to time the services of a travel agent, Altair, on which the Company’s Chairperson, holds equity interests. Travel
expenses charged by Altair for the year ended December 31, 2023 amounted to $
55
and are mainly included in “Vessel operating
expenses” and “
Deferred charges, net
” in the accompanying consolidated financial statements.
4.
Equity Method Investment
On August 29, 2023, the Company agreed to make a
27.5
%
investment in a Norwegian limited liability company, RFSea, that is constructing under separate newbuilding contracts,
two
6,600
dwt
methanol-ready, stainless steel chemical tankers, with expected delivery dates between the fourth quarter of 2025 and the first quarter of 2026. As a result of entering this transaction, the Company committed an aggregate amount of
$
4,125
, due in
three
equal installments of $
1,375
each. The first installment was paid in
mid-September 2023, and the
two
remaining installments are due in late 2024 and mid-2025, respectively. In assessing the
accounting treatment for this transaction, the Company evaluated ASC 810 and concluded that RFSea is a VIE and that the Company does not individually have the power to direct the activities of the VIE that most significantly affect its
performance. The noncontrolling interest of
27.5
%
into RFSea was accounted for under the
equity method due to the Company’s significant influence over RFSea.
As of December 31, 2023, the investment in RFSea amounted to $
1,645
and is included in “Equity method investment” in the accompanying 2023 consolidated balance sheet.
For the year ended December 31, 2023, the gain from this investment amounted to $
2
and is presented in “Gain from equity method investment” in the accompanying 2023 consolidated statement of comprehensive (loss)/income. Furthermore,
the Company incurred net transaction costs in connection with this transaction which amounted to $
268
and are presented in “Equity method investment” in the accompanying 2023 consolidated balance sheet
. The Company’s
maximum exposure to a loss as a result of its investment in RFSea, is limited to its committed amounted in this investment, $
4,125
.
5. Vessels, net
The amounts reflected in “Vessels, net” in the accompanying consolidated balance sheets are analyzed as follows:
|
Vessel Cost
|
Accumulated Depreciation
|
Net Book Value
|
||||||||||
|
Balance, December 31, 2021
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
-Vessel acquisitions
|
|
-
|
|
|||||||||
|
-Additions for improvements
|
|
-
|
|
|||||||||
|
- Depreciation for the year
|
-
|
(
|
)
|
(
|
)
|
|||||||
|
Balance, December 31, 2022
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
-Vessel acquisition
|
|
-
|
|
|||||||||
|
-Additions for improvements
|
|
-
|
|
|||||||||
|
- Depreciation for the year
|
-
|
(
|
)
|
(
|
)
|
|||||||
|
Balance, December 31, 2023
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Vessel acquisitions
In June 2022, Darrit entered into a memorandum of agreement, as amended, to purchase from DSI, the Capesize dry bulk carrier M/V Baltimore, for the
purchase price of $
22,000
pursuant to the right of first refusal granted by DSI (Notes 3(c) and 7(c)). The vessel was delivered to the
Company on September 20, 2022.
In February 2023, Fiji entered into a memorandum of agreement, as amended, to purchase from DSI, the Panamax dry bulk carrier M/V Melia, for the
purchase price of $
14,000
pursuant to the right of first refusal granted by DSI (Notes 3(c) and 7(c)). The vessel was delivered to the
Company on February 8, 2023. Predelivery expenses amounted to $
64
.
F-20
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Vessel improvements
Vessel improvements mainly relate to the implementation of ballast water treatment system and other works necessary for the vessels to comply with new
regulations and be able to navigate to additional ports. During 2023 and 2022, the additions to vessels’ cost amounted to $
304
and $
694
, respectively.
Change in scrap rate estimate
Effective July 1, 2023, the Company changed the estimated scrap rate of all of its vessels from $
250
per lightweight ton to $
400
per lightweight ton. This
change was made because the historical scrap rates over the past
ten years
have increased and as such the $
250
rate was no longer considered representative. For 2023, this increase in the vessels’ salvage value has reduced depreciation and net loss by
approximately $
917
and basic and diluted loss per share by approximately $
0.28
and $
0.27
, respectively.
6. Commitments and Contingencies
(a) Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping
business. In addition, losses may arise from disputes with charterers, agents, insurance, and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental and other liabilities
when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. The Company’s vessels are covered for pollution in the amount of $
1
billion per vessel per incident, by the P&I Association in which the Company’s vessels are entered. The Company’s vessels are subject to estimated total calls payable to
their P&I Association and may be subject to supplementary calls which are calculated as a percentage of the net estimated total calls for each year and after deducting any applicable rebates, laid up returns and other deductions. A decision to
levy supplementary calls is made by the Board of Directors of the Association at any time during or after the end of the relevant policy year. There is no limit to the number or amount of supplementary calls that can be levied in respect of a
policy year. Supplementary calls, if any, are issued when they are announced and according to the period they relate to. The Company, so far, has not been made aware of any supplementary calls outstanding in respect of any policy year.
The Company has certain outstanding amounts from disputes with
two
charterers for revenues recognized during the
year ended December 31, 2022, which in aggregate amounted to $
236
as of December 31, 2023 and are included in Prepaid expenses and
other assets, net, in the accompanying 2023 consolidated balance sheet. In connection with the respective open cases, the Company has estimated as of December 31, 2023, that loss contingencies of $
19
may arise, and has further established aggregate allowances for doubtful accounts of $
170
, both included in “Other operating loss/(income)”
in the accompanying 2023 consolidated statement of comprehensive loss.
(b) As of December 31, 2023, all of the Company’s vessels were fixed under time charter agreements, considered as operating leases and accounted for as per the
provisions of ASC 842. The minimum contracted revenues expected to be generated (gross of charterers’ commissions), based on the existing commitments to non-cancelable time charter contracts as of December 31, 2023 and until their expiration dates,
all falling with the first semester of 2024, are estimated at $
4,038
.
(c) As of December 31, 2023, the total contractual obligations in connection with the Company’s chemical tankers’ investment amounted to $
2,750
, of which $
1,375
is expected to be
due in the fourth quarter of 2024 and $
1,375
is expected to be due in the second quarter of 2025 (Note 4).
F-21
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
7. Capital Stock and Changes in Capital Accounts
| (a) |
Common Stock
|
As of April 15, 2021, the date of Company’s incorporation, the Company’s authorized share capital was
500
shares of common stock, par value $
0.01
per share, issued to
DSI. On November 29, 2021, the Company’s articles of incorporation were amended and restated. Under the Company’s amended and restated articles of incorporation, the Company’s authorized common stock consists of
1
billion shares of common stock, par value $
0.01
per share, of which
44,101
shares were issued and outstanding on November 29, 2021, immediately upon the Spin-Off consummation (Note
3(c)) and remained issued and outstanding as of December 31, 2021 (all shares of common stock in registered form). As of December 31, 2023, and 2022, following the events described below,
7,448,601
and
509,200
shares of common stock were issued
and outstanding (all shares of common stock in registered form).
|
(i)
|
Receipt of Nasdaq Notices and Reverse Stock Splits:
|
On March 8, 2022, the Company received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 30
consecutive business days, i.e., from January 21, 2022 to March 7, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the original applicable grace period to regain compliance was 180 days, or until September 5, 2022. On September 6, 2022, the Company was granted an additional 180-day period from the Nasdaq Capital
Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. Effective December 22, 2022, the Company effected a
reverse stock split on its issued and outstanding common stock. The
ratio was approved by the Company’s Board on December 19, 2022. The Company’s common stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on December 22, 2022. As a result of
this reverse stock split,
the number of the Company’s issued and outstanding common shares was reduced with no change in the number of the Company’s authorized shares or the par value of the Company’s common
stock.
As of January 6, 2023, the Company’s common stock remained at $
1.00
per share or
higher for ten consecutive days. As such, on January 9, 2023, the Company received a letter from the Nasdaq confirming that it regained compliance with the minimum bid price requirement.
On March 27, 2023, the Company further received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 32
consecutive business days, i.e., from February 8, 2023 to March 24, 2023, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2).
Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance was 180 days, or until September 25, 2023.
On May 24, 2023, pursuant to shareholder approval granted on May 3, 2023 which
authorized the Company’s Board of Directors to effect one or more reverse stock splits of its issued common shares, in the aggregate ratio of not more than
, with the exact ratio to be determined by the Board of Directors in its discretion, the Company’s board of directors approved a
reverse stock split of the Company’s common shares. The reverse stock split took effect and the Company’s common shares began trading on a split-adjusted basis on
Nasdaq Capital Market, as of the opening of trading on June 8, 2023, under the existing trading symbol “OP”. As a result of this reverse stock split, on June 8, 2023, the number of the Company’s issued and outstanding common shares was reduced to
1,259,135
with no change in the number of the Company’s authorized shares or the par value of the Company’s common stock. As of
June 22, 2023, the Company’s common stock had remained at $1.00 per share or higher for ten consecutive business days. As such, on June 23, 2023, the Company received a letter from the Nasdaq confirming that it regained compliance with the
minimum bid price requirement.
F-22
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
|
(ii)
|
Equity Offerings:
|
January 2022 Underwritten Public Offering:
On January 12, 2022, the Company filed a registration statement with the SEC on Form F-1, which was declared effective on January 20, 2022. On
January 25, 2022, the Company closed an underwritten public offering of
15,571,429
units at a price of $
0.77
per unit,
200
units consisting of
one share of the Company’s common stock (or
200
prefunded warrants in lieu of
one
share of the Company’s common stock) and
200
Class A
warrants to purchase
one
common share of the Company’s common stock and was immediately separated upon issuance (the “January 2022
Offering”). In particular, upon the closing of the offering,
65,357
shares of common stock,
2,500,000
prefunded warrants to purchase
12,500
shares of
common stock, and
15,571,429
Class A warrants to purchase
77,857
shares of common stock were sold.
In addition, the Company had previously agreed with certain of its’ executive officers and significant stockholders (the “selling stockholders”) to
register their resale of shares of common stock, whereas an aggregate of
8,886
shares of common stock of certain of the selling
stockholders were registered in connection with the January 2022 offering. As such, certain selling stockholders sold an aggregate of
3,143
shares of common stock in the primary offering. Each of the
3,143
shares of common stock sold by the selling stockholders on the
primary offering was delivered to the underwriters with
200
additional Class A warrants to purchase one share of common stock (sold by
the Company), on a firm commitment basis. In addition, the underwriter for the offering fully-exercised its option to purchase an additional
5,743
common shares sold from the selling stockholders and
6,407
common shares along with
2,430,000
Class A warrants to purchase
12,150
shares of common
stock sold from the Company. Each of the
5,743
shares of common stock sold by the selling stockholders upon exercise of the
underwriters’ over-allotment option, was sold with
200
Class A warrants (sold by the Company) to purchase one share of common stock,
on a firm commitment basis. The Company did not receive any of the proceeds from the sale of common shares by the selling stockholders and only received the proceeds for the Class A warrants sold together with the selling stockholders’ shares of
common stock (i.e., Class A warrants to purchase
8,886
shares of common stock in aggregate). The net proceeds received during 2022,
under the January 2022 Offering, including the exercise of Class A and prefunded warrants discussed in Note 7(b) below and after deducting underwriting commissions and offering expenses paid by the Company, amounted to $
14,736
. The Company has recorded the excess of the proceeds received over the par value of common stock to additional paid in capital.
February 2023 Registered Direct Offering and Concurrent Private Placement:
On February 8, 2023, the Company closed a registered direct offering of
15,000,000
units, at a price of $
1.01
per unit, with each
twenty
units consisting of
one
share
of the Company’s common stock and
twenty
Class B warrants exercisable for
one
share of the Company’s common stock. The Company also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s
beneficial ownership exceeding
4.99
% of the Company’s outstanding common stock immediately following the consummation of the offering,
the opportunity to purchase
twenty
prefunded warrants in lieu of
one
share of common stock. As a result of the above, on February 10, 2023, the Company issued and sold
15,000,000
units comprising of
615,000
shares of the Company’s
common stock,
2,700,000
prefunded warrants to purchase
135,000
shares of common stock, and
15,000,000
Class B warrants to purchase
750,000
shares of the Company’s common stock.
The Company, concurrently with this transaction, also conducted a private placement of
15,000,000
additional unregistered at that time warrants to purchase up to an aggregate
750,000
shares of the Company’s common stock (Note 7(b)). On February 23, 2023, the Company filed with the SEC a resale registration agreement on Form F-1 for the registration of the private placement warrants in
this transaction, which was declared effective on March 8, 2023.
F-23
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
The gross and net proceeds received in the February 2023 Registered Direct Offering and the Concurrent Private Placement, including the proceeds
from the exercise of the
2,700,000
prefunded warrants discussed above, amounted to $
15,150
and $
13,296
, respectively.
| (b) |
Warrants
|
As discussed under 7(a)(ii) above,
all prefunded warrants (i.e.,
2,500,000
) and
4,156,000
Class A warrants in the January 2022
Offering have been exercised resulting in the issuance of an aggregate
33,280
shares of common stock during 2022. The Class A warrants
were immediately exercisable and expire in
five years
from issuance, i.e., in January 2027. The Company may at any time during the
term of the Class A warrants reduce the then current exercise price of each warrant to any amount and for any period of time deemed appropriate by the board of directors of the Company, subject to terms disclosed in the warrants’ agreements. The
Class A warrants also contain a cashless exercise provision, whereby if at the time of exercise, there is no effective registration statement, then the Class A warrants can be exercised by means of a cashless exercise as disclosed in the
warrants’ agreement. All Class A warrants are classified as equity, in accordance with the Company’s accounting policy (Note 2(x)). In particular, the Company in its assessment for the accounting of the Class A and the prefunded warrants issued
in connection with the January 2022 Offering, analyzed key features of the warrants and determined that classification as permanent equity is appropriate, and no features required bifurcation (other than those with de minimis value) or fall under
the scope exceptions from derivative accounting. Based on the terms of the Class A warrants’ agreement, each holder of a Class A warrant is, at any time after the issuance
of the warrants, entitled to
participate in the distribution of dividends by the Company, if and when declared, to the same extent that the holder would participate for each common share that such holder would be entitled to receive upon complete exercise of their Class A
warrants (Notes 7(a) and 8).
Further, as also discussed under 7(a)(ii) above, the Company, in connection with the February 2023 Registered Direct Offering and the
Concurrent Private Placement, issued
15,000,000
Class B Warrants to purchase
750,000
common shares,
15,000,000
private placement warrants
to purchase
750,000
common shares, and
2,700,000
prefunded warrants to purchase
135,000
common shares. The prefunded warrants were exercisable at an exercise price of $
0.20
per common share and were exercisable at any time after their original issuance date (i.e., February 10, 2023) until they were exercised in full.
The Class B warrants have an exercise price of $
20.20
per common share and are exercisable at any time after their original issuance up
to the date that is
five years
after their original issue date, i.e., February 10, 2028. The private placement warrants also had
an exercise price of $
20.20
per common share and an identical to the Class B warrants exercise period. Alternatively, the holder of
each private placement warrant, could elect to exercise such warrants on a cashless basis at the rate of
0.75
common share per
twenty
warrants on or after the later of (i) the date the selling shareholders’ registration statement was declared effective, (ii) March 24, 2023,
and (iii) the date the aggregate cumulative trading volume of the Company’s common shares beginning on February 8, 2023 exceeds
60
million shares. The latter of the above conditions was satisfied on June 8, 2023, and, as a result, from that date onwards holders of the private placement warrants could elect to exercise their warrants on an alternative cashless basis.
The
Class B warrants and the private placement warrants also contain/contained a cashless exercise provision, whereby, if at the time of exercise there is no effective registration statement registering those warrants for resale, then these warrants
can/could be exercised by means of a cashless exercise as per the mechanism prescribed in the respective warrants’ agreements. The Company may/could at any time during the term of its Class B warrants and private placement warrants reduce the then
current exercise price of each warrant to any amount and for any period of time deemed appropriate by the board of directors of the Company, subject to terms disclosed in the respective warrants’ agreements.
As of December 31, 2023, all of the
2,700,000
prefunded warrants issued in the February 2023 Registered Direct Offering have been exercised. Further, during 2023, the Company received notices of alternative cashless exercises for all the
15,000,000
private placement warrants issued in the Concurrent Private Placement which resulted in the issuance of
562,501
shares of common stock.
F-24
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
The Company in its assessment for the accounting of the Class B warrants, private placement warrants, and the prefunded warrants issued
in the February 2023 Registered Direct Offering and the Concurrent Private Placement, has taken into consideration the provisions enumerated under ASC 480 and ASC 815 (Note 2(x)). With regards to the Class B warrants and the prefunded warrants,
the Company determined that they are out of the scope of ASC 480 and, by further analyzing their key features, that classification in permanent equity is appropriate and no features required bifurcation. In its assessment of the accounting
treatment of the private placement warrants, the Company determined that the alternative cashless exercise of the private placement warrants precluded them from being considered indexed to the Company’s stock. In this respect, the Company
initially recorded the private placement warrants as noncurrent liabilities at their fair value under Warrants’ liability on the accompanying consolidated balance sheet, with subsequent changes in their respective fair values recognized in line
“Changes in fair value of warrants’ liability” in the accompanying consolidated statement of
comprehensive (loss)/income
. Estimating fair values of liability-classified financial instruments requires the
development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in
the trading market price of the Company’s common stock. Because liability-classified financial instruments are recorded at fair value, the Company’s financial results reflected the volatility and changes in these estimates and assumptions until
the respective liability was fully extinguished. As of the date the Company completed the 2023 February Registered Direct Offering and the concurrent private placement (i.e. February 10, 2023), the private placement warrants were valued using the
Black-Scholes option pricing model at a fair value of $
7,504
in aggregate, while the remaining gross proceeds of the offering amounting
to $
7,619
(net proceeds of $
6,699
)
were allocated to common shares, prefunded warrants, and Class B warrants using the residual value method. Issuance costs amounting to $
909
were expensed using the pro rata method by taking into account the portion of the liability recorded at inception and are included in “Finance costs” in the accompanying consolidated statements of
comprehensive (loss)/income
. As mentioned above, pursuant to the exercises of all the private placement warrants during 2023, on an alternative cashless basis for
562,501
shares of common stock, the warrants were marked to their fair value at their respective settlement dates and then the respective warrants’ liability aggregating to an amount of $
1,282
got settled with relevant transfers of $
6
to par value and $
1,276
to additional paid-in-capital within the accompanying consolidated statement of stockholders’ equity for the
year ended December 31, 2023. The gain of $
6,222
resulting from the settlement of the warrants’ liability throughout the period was
accounted for as a change in fair value of the warrants’ liability and is presented in “Change in fair value of the warrants’ liability” in the accompanying consolidated statements of
comprehensive (loss)/income
. The private placement warrants’ fair value as of their initial measurement and subsequent settlement dates per discussion above, was determined through Level 3 inputs of the fair value hierarchy as determined by management. The Company
weighed the probability that such warrants were alternatively cashless exercised for common shares in the initial fair value measurement of the private placement warrants, while the Black-Scholes option pricing model was applied under the
following assumptions: (a) expected volatility (b) risk free rate (c) market value of common stock of, which was the current market price at each fair value measurement date. Fair value sensitivity was driven by the stock price at the time of
valuation and is limited in terms of the other parameters.
As of December 31, 2023, and 2022, pursuant to the January 2022 Offering,
14,474,000
Class A warrants to purchase
72,370
shares of common stock remained available for exercise at an exercise price of $
154
dollars per common share.
As of December 31, 2023, all the
15,000,000
Class B warrants to purchase an aggregate
750,000
common shares in the February 2023 Registered Direct Offering remained available for exercise at an exercise price of $
20.20
dollars
per common share.
F-25
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Dividends to common stock and Class A warrant holders:
On
March 18, 2022
, the Company’s
Board of Directors declared a cash dividend of $
10
per share for the fourth quarter ended December 31, 2021, to its common stockholders
of record as of
April 1, 2022
. The Company had
149,145
shares of common stock issued and outstanding on the record date (April 1, 2022). Holders of the Company’s Class A warrants as of April 1, 2022, received a cash payment in the amount of $
10
for each common share that such holder would be entitled to receive upon exercise of their Class A warrants. As of the record date (April 1, 2022),
there were Class A warrants exercisable for an aggregate of
72,370
common shares. On April 11 and 13, 2022, the Company paid a
dividend of $
1,491
on common stock and of $
724
on Class A warrant holders of record on April 1, 2022, amounting to $
2,215
in aggregate.
On
May 30, 2022
, the Company’s Board of
Directors declared a cash dividend of $
2
per share for the first quarter ended March 31, 2022, to its’ common stockholders of record as
of
June 14, 2022
. The Company had
149,145
shares of common stock issued and outstanding on the record date (June 14, 2022). Holders of the Company’s Class A warrants as of June 14, 2022, received a cash payment in the amount of $
2
for each common share that such holder would be entitled to receive upon exercise of their Class A warrants. As of record date June 14, 2022, there were Class A warrants
exercisable for an aggregate of
72,370
common shares. On June 21, 2022, the Company paid a dividend of $
299
on common stock and of $
144
on Class
A warrants holders of record on June 14, 2022, amounting to $
443
in aggregate.
On
July 27, 2022
, the Company’s Board
of Directors declared a cash dividend of $
2
per share for the second quarter ended June 30, 2022, to its’ common stockholders of record
as of
August 12, 2022
. The Company had
149,145
shares of common stock issued and outstanding on the record date (August 12, 2022). Holders of the Company’s Class A warrants as of August 12, 2022, received a cash payment in the amount of $
2
for each common share that such holder would be entitled to receive upon exercise of their Class A warrants. As of record date August 12, 2022, there were Class A warrants
exercisable for an aggregate of
72,370
common shares. On August 31, 2022, the Company paid a dividend of $
299
on common stock and of $
144
on Class
A warrants holders of record on August 12, 2022, amounting to $
443
in aggregate.
| (c) |
Preferred Stock
|
As of December 31, 2023, and 2022, the Company’s authorized preferred stock consisted of
100,000,000
shares of preferred stock, par value $
0.01
per share, designated as Series A Participating Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. As of December 31, 2023, and 2022, there were
no
Series A Participating Preferred Stock issued and outstanding.
|
(i)
|
Series B Preferred Stock
|
As of December 31, 2023 and 2022, the Company had outstanding
500,000
Series B Preferred Stock, with par value $
0.01
per share, issued to DSI. The Series B Preferred Stock votes with the common shares
of the Company, and each share of Series B Preferred Stock entitles the holder thereof to
2,000
votes on all matters on which the
Company’s stockholders are entitled to vote of up to
34
% of the total number of votes entitled to be cast for all matters for which
the Company’s stockholders are entitled to vote on, but with no economic rights. To the extent the aggregate voting power of any holder of Series B Preferred Stock, together with any affiliate of such holder, would exceed
49
% of the total number of votes that may be cast on any matter submitted to a vote of the Company’s stockholders, the number of votes of the Series B
Preferred Stock shall be automatically reduced so that such holder’s aggregate voting power, together with any affiliate of such holder, is not more than
49
%. Furthermore, the Series B Preferred Stock has no dividend, distribution or liquidation rights and cannot be transferred without the consent of the Company except to the holder’s affiliates or successors.
F-26
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
| (ii) |
Series C Preferred Stock
|
The Series C Preferred Stock, with liquidation preference $
1,000
per share, has no voting rights except (1) in respect of amendments to the articles of incorporation which would adversely alter the preferences, powers or rights of the Series C Preferred Stock or (2) in the event that the Company proposes to
issue any parity stock if the cumulative dividends payable on outstanding Series C Preferred Stock are in arrears or any senior stock. Also, holders of Series C Preferred Stock, rank prior to (i) the holders of common shares, (ii) if issued, any
Series A Participating Preferred Stock, the Series B Preferred Stock and (iii) any other class or series of capital stock established after their original issuance date (i.e. November 29, 2021) with respect to dividends, distributions and
payments upon liquidation. The Series C Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance which is payable on the 15th day of January, April, July and October of each year at the dividend rate of
8.0
% per annum, and is convertible into common shares at the holders’ option commencing upon the first anniversary of the original issuance date, at a
conversion price equal to the lesser of $
1,300.00
(subject to change under anti-dilution provisions) and the
10
-trading day trailing VWAP of the common shares, or at any time after the issuance date (i.e. November 29, 2021) in case of any fundamental change
(i.e. liquidation, change of control, dissolution or winding up of the affairs) of the Company. The Series C Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change, if the holder does not exercise its
conversion right discussed above, and optionally redeemable at the option of the holder in case of certain corporate events as defined in the statement of designations of the Series C Preferred Stock. The holder, however, is prohibited from
converting the Series C Preferred Stock into common shares to the extent that, as a result of such conversion, the holder (together with its affiliates) would beneficially own more than
49
% of the total outstanding common shares of the Company.
The Series C Preferred Stock is not mandatorily redeemable and does not meet any other criteria under ASC 480 to be classified as liability, and under the Company’s
assessment is classified in permanent equity, according to the Company’s accounting policy (Note 2(x)). In particular, the Company assessed that certain of the aforementioned features requiring bifurcation under ASC 815 had de minimis value at
inception and in each measurement date, while others were clearly and closely related to the host instrument thus no bifurcation was required or falling under the scope exceptions from derivative accounting.
As of December 31, 2023, the Series C Preferred Stock remained outside the scope of ASC 480, classified as permanent equity, while all features
requiring bifurcation under ASC 815 at inception, were determined of de minimis value upon reassessment as of December 31, 2023.
Further, on October 17, 2023, DSI elected to redeem
9,793
of the
10,000
Series C Preferred Stock issued to DSI in the Spin-Off (Note 3(c)).
The
10,000
Series C Preferred Stock issued in the Spin-Off have been recorded at inception at a fair
value of $
7,570
determined based on valuation obtained by an independent third party for such purpose.
As a result of the above and the issuance of Series C Preferred Stock discussed below (Note 7(v)) as of December 31, 2023, and 2022, the Company had
5,521
and
10,000
shares of
Series C Preferred Stock issued and outstanding, respectively, with par value of $
0.01
per share.
F-27
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Dividend payments and declarations on Series C Preferred Stock:
On
January 17, 2023
, pursuant to a
dividend declared on
December 27, 2022
, the Company paid a quarterly dividend of $
20
per share, or $
240
in aggregate, on its outstanding
10,000
Series C Preferred Stock and the
1,982
shares of Series C Preferred Stock awarded to the Company’s board of directors on April 15, 2022, for the period from October 15, 2022, up to and including January 14, 2023.
On
April 17, 2023
, pursuant to a
dividend declared on
March 27, 2023
, the Company paid a quarterly dividend of $
20
per share, or $
268
in the aggregate on i) the Company’s
outstanding
10,000
Series C Preferred Stock, ii) the
1,982
shares of Series C Preferred Stock awarded to the Company’s board of directors on April 15, 2022, for the period from January 15, 2023 up to and including April 14, 2023, and iii) the
3,332
shares of Series C Preferred Stock awarded to the Company’s board of directors on March 7, 2023, for the period from March 7, 2023 up to and
including April 14, 2023.
On
July 17, 2023
, pursuant to a
dividend declared on
June 28, 2023
, the Company paid a quarterly dividend of $
20
per share, or $
307
in the aggregate on the Company’s
then outstanding
15,314
Series C Preferred Stock, to Series C Preferred Stockholders of record date
July 14, 2023
, for the period from April 15, 2023 up to and including July 14, 2023.
On
October 16, 2023
, pursuant to a
dividend declared on
September 25, 2023
, the Company paid a dividend of $
20
per share, or $
306
in the aggregate on the Company’s then
outstanding
15,314
Series C Preferred Stock, to Series C Preferred Stockholders of record date
October 13, 2023
, for the period from July 15, 2023 up to and including October 14, 2023.
For the year ended December 31, 2022, dividends declared and paid on Series C Preferred Stock at $
20.0
per share amounted to $
950
and $
780
, respectively.
| (iii) |
Series D Preferred Stock
|
The Series D Preferred Stock, with liquidation preference $
1,000
per share, has no voting rights except (1) in respect of amendments to the articles of incorporation which would adversely alter the preferences, powers or rights of the Series D Preferred Stock or (2) in the event that the Company proposes to
issue any parity stock if the cumulative dividends payable on outstanding Series D Preferred Stock are in arrears or any senior stock. Also, holders of Series D Preferred Stock, rank equal to Series C Preferred Stock, prior to (i) the holders of
common shares, (ii) if issued, any Series A Participating Preferred Stock, and any Series B Preferred Stock and (iii) any other class or series of capital stock established after their original issuance date (September 21, 2022) with respect to
dividends, distributions and payments upon liquidation. The Series D Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance (i.e. September 21, 2022) which is payable on the 15th day of January, April,
July and October of each year at the dividend rate of
7.0
% per annum, and is convertible into common shares at the holders’ option at
any time after the original issuance date, at a conversion price equal to the
10
-trading day trailing VWAP of the common shares. The
Series D Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change or in case of certain corporate events as defined in the statement of designation of the Series D Preferred Stock. Holders of the Series D
Preferred Stock, however, are prohibited from converting the Series D Preferred Stock into common shares to the extent that, as a result of such conversion, holders (together with their affiliates) would beneficially own more than
49
% of the total outstanding common shares of the Company.
F-28
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Issuances of Series D Preferred Stock to DSI and DSI special stock dividends:
As discussed under Note 3(c) above,
as partial consideration for the acquisitions of the M/V Baltimore and the M/V Melia, the
Company issued on September 21, 2022 and on February 8, 2023,
25,000
and
13,157
shares of Series D Preferred Stock, respectively, with par value $
0.01
per share, at a stated value of $
1,000
per share with liquidation preference at $
1,000
(i.e., $
25,000
and $
13,157
aggregate liquidation preference, respectively).
The
25,000
and
13,157
Series D Preferred Stock issued have been
recorded at inception at a fair value of $
17,600
and $
10,000
determined based on valuations obtained by an independent third party for the purposes of each acquisition (Note 3(c)).
DSI declared
two
separate special stock dividends of the M/V Baltimore and the M/V Melia Series D Preferred Stock issued to it as part of these transactions, to all of its common
stockholders as of certain record dates (the “Baltimore Stock Dividend” and the “Melia Stock Dividend”, respectively, and, together, the “Special Stock Dividends”), through offering to
convert the shares of the
Company’s Series D Preferred Stock into the Company’s shares of common stock on the Baltimore Stock Dividend and the Melia Stock Dividend payment dates and distributing the Company’s shares of common stock to each of its common stockholders. DSI
common stockholders, in their sole discretion, were given the opportunity to opt out, in whole but not in part, of the conversion of the shares of Series D Preferred Stock into the Company’s shares of common stock and instead receive shares of
Series D Preferred Stock in connection with the Special Stock Dividends.
On December 15, 2022, and June 9, 2023, in connection with the Special Stock Dividends,
15,828
and
8,590
, respectively, of the Company’s Series D
Preferred Stock were redeemed through the issuance of
360,055
and
1,977,106
, respectively, of the Company’s shares of common stock, whereas
9,172
and
4,567
shares of the Company’s Series D Preferred Stock, respectively, were distributed to DSI stockholders. Because the value the
holders received upon conversion was not based on the price of the common shares and the Series D Preferred Stock settled by providing the holders with a variable number of common shares with an aggregate fair value that equaled the stock
instrument’s liquidation preference, the Company assessed that, for accounting purposes, such separate transactions should be considered as redemptions of the Series D Preferred Stock, rather than conversions. The redemption rate which was utilized
in connection with each of the two distributions of the Series D Preferred Stock was based on the
10
-day trailing VWAP of the Company’s
common stock at each election deadline date (i.e., December 13, 2022 and May 25, 2023, respectively) in accordance with the Series D Preferred Stock statement of designations. The Company’s valuations determined that the redemptions on December 15,
2022 and on June 9, 2023, of
15,828
and
8,590
Series D Preferred Stock for the issuance of
360,055
and
1,977,106
, respectively, of the Company’s shares of common stock, resulted in an excess value of the shares of common stock of $
134
and $
154
, respectively, or $
0.0372
and $
0.0779
per share of common stock, respectively as
compared to the fair value of the Series D Preferred Stock redeemed, that was transferred from the Series D Preferred Stock holders to the common holders on each measurement date (i.e. December 15, 2022 and June 9, 2023, respectively), and that
this value represented a deemed dividend to the common holders, that should be deducted from the net loss to arrive at the net loss available to common stockholders (Note 8). The fair value of the common shares issued on each measurement date
(i.e., December 15, 2022, and June 9, 2023, respectively) of $
11,277
and $
6,683
, respectively, was determined through Level 1 inputs of the fair value hierarchy (quoted market price on the date of the redemption of the Series D Preferred Stock for
issuance of common stock).
DSI’s stockholders electing to receive shares of the Company’s Series D Preferred Stock by opting out of the automatic conversion, received a number of
shares of Series D Preferred Stock equal to such common stockholder’s pro-rata portion of all the shares of the Company’s Series D Preferred Stock, rounded down to the nearest whole number. Any fractional shares of the Series D Preferred Stock that
would otherwise be distributed were converted into shares of common stock of the Company at the applicable conversion rate and sold, and the net proceeds therefrom were delivered to such common stockholder. DSI’s common stockholders receiving
shares of common stock of the Company received the pro-rata number of shares of common stock of the Company to which they were entitled following conversion, rounded down to the nearest whole number, and any fractional shares were aggregated and
sold, and the net proceeds thereof were delivered to DSI’s common stockholders. All of the fractional share calculations and the payment of cash in lieu thereof were determined at the stockholder nominee level.
F-29
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Other Series D Preferred Stock redemptions:
During 2023, one holder of the Company’s Series D preferred stock, unaffiliated with the Company, exercised his right to redeem
one
share of Series D Preferred Stock to common stock, resulting in the issuance of
385
shares of common stock of the Company.
Following the conclusion of the above transactions, as of December 31, 2023 and 2022, the Company had
13,738
and
9,172
shares of Series D Preferred Stock,
respectively, issued and outstanding.
The Series D Preferred Stock is not mandatorily redeemable and does not meet any other criteria under ASC 480 to be classified as liability and under the Company’s
assessment are classified in equity, according to the Company’s accounting policy (Note 2(x)). In particular, the Company assessed that certain of the features requiring bifurcation under ASC 815 had de minimis value at inception and in each
measurement date, while others were clearly and closely related to the host instrument thus no bifurcation was required.
As of December 31, 2023, the Series D Preferred Stock remained outside the scope of ASC 480, classified as permanent equity, while
all
features requiring bifurcation under ASC 815 had de minimis value upon reassessment as of December 31, 2023
.
Dividend payments and declarations on Series D Preferred Stock:
On
January 17, 2023
, the Company
declared and paid a quarterly dividend of $
17.5
per share on its then outstanding
9,172
Series D Preferred Stock, amounting to $
161
, for the period
from October 15, 2022, up to and including January 14, 2023.
On
April 17, 2023
, the Company
declared and paid a quarterly dividend of $
17.5
per share or $
327
in the aggregate on i) the Company’s previously outstanding Series D Preferred Stock (
9,172
shares) for the period from January 15, 2023 up to and including April 14, 2023, and ii) the
13,157
shares of Series D Preferred Stock issued in connection with the acquisition of M/V Melia, for the period from February 8, 2023 up to and including April 14, 2023.
On
July 17, 2023
, pursuant to a
dividend declared on June 30, 2023, the Company paid a quarterly dividend of $
17.5
per share or $
240
in the aggregate on the Company’s outstanding then
13,739
shares of Series D Preferred Stock to Series D Preferred Stockholders of record date
July 14, 2023
, for the period from April 15, 2023
up to and including July 14, 2023.
On
October 16, 2023
, the Company
declared and paid a quarterly dividend of $
17.5
per share or $
240
in the aggregate on the Company’s then outstanding
13,739
shares of Series D Preferred Stock to Series D Preferred Stockholders of record date
October 13, 2023
, for the period from July 15, 2023
up to and including October 14, 2023.
For the year ended
December 31, 2022
, dividends
declared and paid on Series D Preferred Stock, at $
17.50
per share, amounted to $
117
and $
117
, respectively, as regards the period from September
21, 2022 (original issuance date) to October 14, 2022, to Series D Preferred Stockholders of record date
October 14, 2022
(i.e.
25,000
).
F-30
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
| (iv) |
Series E Preferred Stock
|
As discussed under Note 3(d) above, on March 20, 2023, the Company issued
1,200
shares of its newly designated Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”), par value $
0.01
per share, to an affiliated entity to the Company’s Chairperson for a purchase price of $
35
. The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the common shares of the Company, and each share of the Series E Preferred Stock entitles the holder
thereof to up to
25,000
votes, on all matters submitted to a vote of the stockholders of the Company, subject up to
15
% of the total number of votes entitled to be cast on matters put to stockholders of the Company. The Series E Preferred Stock is convertible, at
the election of the holder, in whole or in part, into shares of the Company’s common stock at a conversion price equal to the
10
-trading
day trailing VWAP of the Company’s common stock, subject to certain adjustments, at any time after (i) the cancellation of all of the Company’s Series B Preferred Stock or (ii) the transfer for all of the Company’s Series B Preferred Stock
(collectively a “Series B Event”). The
15
% limitation discussed above shall terminate upon the occurrence of a Series B Event. The
Series E Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons or entities, with the Company’s prior consent.
The Series E Preferred Stock is classified in equity, in accordance with the Company’s accounting policy (Note 2(x)). Upon its initial assessment,
the Company followed the provisions of ASC 480 “Distinguishing liabilities from equity” in order to assess the classification of the Series E Preferred Stock as well as that of their embedded features and determined
that the Series E Preferred Stock should be classified as permanent equity. In particular, the Company assessed that certain of the aforementioned embedded features requiring bifurcation under ASC 815 had de minimis value at inception and in
each subsequent measurement date, while other fell under the scope exceptions from derivative accounting, thus no bifurcation was required. As of December 31, 2023, the Series E Preferred Stock remained outside the scope of ASC 480, classified
as permanent equity, while
all features requiring bifurcation under ASC 815 had de minimis value upon reassessment as of December 31, 2023
.
| (v) |
Equity Incentive Plan
|
On March 23, 2022, the Company’s 2021 Equity Incentive Plan was amended and restated to, among other things, permit grants of Series C Preferred Stock
thereunder, in an aggregate amount of up to
10,000
shares.
On April 15, 2022, the Company’s Board of Directors approved the award and grant of
1,982
shares of Series C Preferred Stock to the Company’s board of directors, pursuant to the Company’s amended and restated plan, for a fair value of $
1,590
, to vest over a service period of
two years
.
The fair value of the Series C Preferred Stock awarded on March 23, 2022, was determined based on valuation obtained by an independent third party for the purposes of the transaction.
On March 7, 2023, the Company’s Board of Directors approved the award and grant of
3,332
shares of Series C Preferred Stock to the Company’s board of directors, pursuant to the Company’s amended and restated plan, for a fair value of $
2,679
, to vest over a service period of
two years
.
The fair value of the Series C Preferred Stock awarded on March 7, 2023, was determined based on a valuation obtained from an independent third party for the purposes of the transaction.
On April 15, 2023,
991
previously
restricted shares of Series C preferred stock pursuant to the March 2022 restricted stock award were fully vested in accordance with the terms of the respective restricted stock award agreements.
The fair values of the above instruments as of their measurement dates were based on the aggregate of the present values of the future cash outflows
derived from (i) the dividends payable under each equity instrument, assuming the instruments are held until the end of the vessels’ useful life, and (ii) each instrument’s liquidation proceeds. In determining the fair value of the 2023 and
2022 restricted stock awards, the Company applied discount factors of
12.5
%
and
12.7
%
, respectively, determined based on the Company’s estimated weighted average cost of capital comprising of (i)
risk-free rates of
3.4
% and
1.0
%
, respectively (ii) representative beta of
1.3
, for each fair value measurement and (iii) equity market average return of
10.4
% and
10
%
,
respectively.
The Company assessed the issuance of the Series C Preferred Stock and their features pursuant to these awards and concluded that they should be
classified in permanent equity with no embedded derivative requiring bifurcation other than those that were assessed with de minimis value.
As of December 31, 2023,
4,686
shares
of Series C Preferred Stock remained reserved for issuance according to the Company’s amended and restated equity incentive plan. For the years ended December 31, 2023, and 2022, and for the period from inception (April 15, 2021) through December
31, 2021, compensation cost on restricted stock awards amounted to $
1,893
, $
568
and
, respectively, and is included in “General and
administrative expenses” in the accompanying consolidated statements of comprehensive (loss)/income. As of December 31, 2023, and 2022, the total unvested Series C Preferred Stock pursuant to the above restricted stock awards was
4,323
and
1,982
, respectively, whereas
total unrecognized compensation cost relating to the Company’s outstanding restricted stock awards was $
1,808
and $
1,022
, respectively. As of December 31, 2023, and 2022, the average period over which the total compensation cost related to non-vested restricted
stock, was expected to be recognized, was
0.73
years and
1.29
years, respectively.
F-31
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
8. (Loss)/Earnings per Share
All of the Company’s common stock issued and outstanding (including any restricted shares issued under the Company’s amended and restated equity incentive plan) have
equal rights to vote and participate in dividends, subject to forfeiture provisions as set forth in the respective stock award agreements, as applicable. Furthermore, the Class A warrants are entitled to receive dividends which are not refundable,
and therefore are considered participating securities for basic earnings per share calculation purposes. The Class A warrants do not participate in losses. For the year ended December 31, 2023, the Company declared and paid aggregate cash dividends
on its Series C preferred stock of $
991
and $
1,121
,
respectively. With regards to the Series D preferred stock, during the year ended December 31, 2023, the Company declared and paid aggregate cash dividends of $
968
, which excludes any amounts accrued in prior periods, as applicable.
Also, during the year ended December 31, 2023, in connection with the M/V Melia Stock Dividend and
the DSI Series C preferred stock redemption, the Company recorded deemed dividends amounting to $
154
and $
2,549
, respectively.
No
dividends
were declared on the Company’s common stock and its Class A warrants during 2023.
For the year ended December 31, 2022, the Company declared and paid aggregate cash dividends to its common and Class A warrants’ holders of $
2,089
and $
1,012
, respectively. Further,
in the same year, the Company declared and paid aggregate cash dividends on its Series C preferred stock of $
950
and $
780
, respectively. With regards to the Series D preferred stock, during 2022, the Company declared and paid aggregate cash dividends of $
117
, which excludes any amounts accrued in prior periods, as applicable.
Also, during 2022, in connection with
the M/V Baltimore Stock Dividend, the Company recorded a deemed dividend amounting to $
134
.
No
dividends were declared to Company’s common holders during the period from inception (April 15, 2021) through December 31, 2021. For the period from
inception (April 15, 2021) through December 31, 2021, dividends on Series C Preferred Stock amounted to $
69
, not paid as of December 31,
2021.
For the year ended December 31, 2023, the calculation of basic loss per share does not treat the non-vested shares (considered
non-participating securities) as outstanding until the time/service-based vesting restrictions have lapsed. The dilutive effect, if any, of the Company’s share-based compensation arrangements (following assumed conversion of the Series C
preferred stock to common under the “if converted method”) and the Class A, Class B, and private placement warrants, is computed using the treasury stock method, which assumes that the “proceeds” upon exercise of these awards or warrants are used
to purchase common shares at the average market price for the period. The dilutive effect, if any, from the conversion of outstanding Series C and Series D preferred stock is calculated with the “if converted” method, to the extent that such
conversion would not result in beneficial ownership by the preferred stockholders of more than
49
% of the total outstanding common
shares of the Company, in accordance with the terms of the respective agreements governing the Series C and Series D preferred stock. The dilutive effect, if any, from the conversion of outstanding Series E Preferred Stock is calculated with the
“if converted” method, to the extent the contingencies triggering such conversion are satisfied by the end of the reporting period (Note 7(iv)). Incremental shares are the number of shares assumed issued under the i) treasury stock method and the
ii) “if converted” method weighted for the periods the non-vested shares, warrants and convertible preferred stock were outstanding. For the year ended December 31, 2023, the computation of diluted earnings per share reflects the potential
dilution resulting from the exercise of the outstanding private placement warrants during the period using the treasury stock method which resulted in
56,688
incremental common shares. During 2023,
no
incremental shares were calculated from the application of the treasury stock method on
i) the Class A and Class B warrants and ii) the share-based compensation arrangements (following assumed conversion of the Series C Preferred Stock to common under the “if converted” method) and the “if converted” method for the Series C and
Series D preferred stock, because to do so would be anti-dilutive. In addition, for the year ended December 31, 2023, the Company has not applied the if converted method to the Series E Preferred Stock, since none of the contingencies triggering
such conversion were satisfied as of December 31, 2023. Similarly, for the year ended December 31, 2022,
no
incremental shares
were calculated from the application of the treasury stock method for i) the Class A warrants and ii) the share-based compensation arrangements (following assumed conversion of Series C Preferred Stock to common under the “if converted method”)
and the “if converted” method for the Series C and Series D preferred stock as the effect of such shares was anti-dilutive. For the period from inception date (April 15, 2021) through December 31, 2021, the computation of diluted earnings per
share reflects the potential dilution from conversion of the outstanding Series C Preferred Stock calculated with the “if converted” method described above and resulted in
17,277
shares
.
F-32
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Also, net (loss)/income in each year/period is adjusted by the amount of dividends declared and/or accumulated on the Series C and D preferred stock,
deemed dividends on the Series C and Series D preferred stock in connection with redemptions incurred in the year/period, dividends on Class A warrants and undistributed earnings on Class A warrants, as applicable in each period, as follows:
|
December 31,
2023
|
December 31,
2022
|
From April 15,
2021 through
December 31,
2021
|
||||||||||
|
Net (loss)/income and comprehensive (loss)/income
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Less deemed dividend on Series C Preferred Stock upon issuance of common stock
|
(
|
)
|
|
|
||||||||
|
Less deemed dividend on Series D Preferred Stock upon issuance of common stock
|
(
|
)
|
(
|
)
|
|
|||||||
|
Less dividends on Series C Preferred Stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Less dividends on Series D Preferred Stock
|
(
|
)
|
(
|
)
|
|
|||||||
|
Less dividends on Class A warrants
|
|
(
|
)
|
|
||||||||
|
Net (loss)/income and comprehensive (loss)/income attributable to common stockholders for basic (loss)/ earnings per share purposes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Less changes in fair value of warrants’ liability
|
(
|
)
|
|
|
||||||||
|
Net (loss)/earnings and comprehensive (loss)/earnings attributable to common stockholders for diluted (loss)/earnings per share purposes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Weighted average number of common stock, basic
|
|
|
|
|||||||||
|
Effect of dilutive securities
|
|
|
|
|||||||||
|
Weighted average number of common stock, diluted
|
|
|
|
|||||||||
|
(Loss)/ Earnings per share, basic
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
(Loss)/ Earnings per share, diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
F-33
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
9. Vessel Operating Expenses
The amounts reflected in “Vessel Operating expenses” in the accompanying consolidated statements of comprehensive (loss)/income are analyzed as follows:
|
December 31,
|
December 31,
|
From April 15,
2021 through
December 31,
|
||||||||||
|
Vessel Operating Expenses
|
2023
|
2022
|
2021
|
|||||||||
|
Crew & crew related costs
|
$
|
|
$
|
$
|
$
|
|
||||||
|
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
|
|
|
|
|||||||||
|
Lubricants
|
|
|
|
|||||||||
|
Insurances
|
|
|
|
|||||||||
|
Annual taxes and registration fees
|
|
|
|
|||||||||
|
Other
|
|
|
|
|||||||||
|
Total Vessel operating expenses
|
$
|
|
$
|
|
$
|
|
||||||
10. Income Taxes
Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject to tax on international shipping
income; however, they are subject to registration and tonnage taxes, which are included in “Vessel operating expenses” in the accompanying consolidated statements of comprehensive (loss)/income.
The Company is potentially subject to a
four
percent
U.S. federal income tax on
50
% of its gross income derived by its charters that begin or end in the United States. However, under
Section 883 of the Internal Revenue Code of the United States (the “Code”), a corporation is exempt from U.S. federal income taxation on its U.S.-source shipping income if: (a) it is organized in a foreign country that grants an equivalent
exemption from tax to corporations organized in the United States (an “equivalent exemption”); and (b) either (i) more than
50
% of the
value of its common stock is owned, directly or indirectly, by “qualified stockholders”, which is referred to as the “
50
% Ownership
Test” or (ii) its common stock is “primarily and regularly traded on an established securities market” in the United States or in a country that grants an “equivalent exemption”, which is referred to as the “Publicly-Traded Test.”
The Company and each of its subsidiaries expects it qualifies for this statutory tax exemption for the 2023 taxable year, and the Company takes this position for
United States federal income tax return reporting purposes. Therefore, the Company does not expect to have any U.S. federal income tax liability in any of the year ended December 31, 2023.
F-34
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
11. Financial Instruments and Fair Value Disclosures
Concentration of credit risk:
Financial instruments,
which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents, trade accounts receivable and amounts due from related parties. The ability and willingness of each of the
Company’s counterparties to perform their obligations under a contract depend upon several factors that are beyond the Company’s control and may include, among other things, general economic conditions, the state of the capital markets, the
condition of the shipping industry and charter hire rates. The Company’s credit risk with financial institutions is limited as it has temporary cash investments, consisting mostly of deposits, placed with qualified financial institutions and
performs periodic evaluations of the relative credit standing of those financial institutions. The Company limits its credit risk with accounts receivable and related parties by performing ongoing credit evaluations of these counterparties’
financial condition and by receiving payments of hire in advance. The Company, generally, does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk.
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31, 2021 charterers that
individually accounted for 10% or more of the Company’s time charter revenues were as follows:
|
Charterer
|
2023
|
2022
|
2021
|
|||
|
A
|
|
|
|
|||
|
B
|
|
|
|
|||
|
C
|
|
|
|
|||
|
D
|
|
|
|
|||
|
E
|
|
|
|
|||
|
F
|
|
|
|
|||
|
G
|
|
|
|
|||
|
H
|
|
|
|
The maximum aggregate amount of loss due to credit risk that the Company would incur if the aforementioned charterers failed completely to perform
according to the terms of the relevant time charter parties, amounted to $
1,640
, $
215
and $
811
as of December 31, 2023, 2022 and 2021,
respectively.
Fair value of assets and liabilities
The principal financial assets of the Company consist of cash at banks, accounts receivable trade, net, insurance claims, and amounts due from related
party(ies). The principal financial liabilities of the Company consist of accounts payable, trade and other, and amounts due to related party(ies). During 2023, the Company also incurred fair value measurements with regards to the settled as of
December 31, 2023 private placement warrants.
Cash and cash equivalents, accounts receivable, insurance claims, amounts due from related party/(ies) and accounts
payable:
The carrying values reported in the accompanying consolidated balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. The carrying value of these
instruments is separately reflected in the accompanying consolidated balance sheets.
F-35
OCEANPAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2023 and 2022 and for the period from inception (April 15, 2021) through December 31,
2021
(Expressed in thousands of U.S. Dollars – except share, per share, warrants’ and scrap rate data, unless otherwise
stated)
Warrants’ liability:
The private placement warrants were initially recorded at fair value on their issuance date and subsequent settlement dates with the offsetting adjustments recorded in “Change in fair value
of warrants’ liability” within the consolidated statements of
comprehensive (loss)/income
. The fair value of the private placement warrants at issuance date
(i.e., February 10, 2023), and subsequent settlement dates (as set forth below), has been determined through Level 3 inputs of the fair value hierarchy (Note 7(b)).
The non-recurring fair value measurements related to the warrants’ liability during 2023, were as follows:
Non-recurring fair value measurements (warrants’ liability settlement dates):
|
|
• |
At partial settlement date as of June 8, 2023, a fair value of $
|
|
|
• |
At partial settlement date as of June 15, 2023, a fair value of $
|
|
|
• |
At partial settlement date as of June 16, 2023, a fair value of $
|
|
|
• |
At partial settlement date as of June 20, 2023, a fair value of $
|
|
|
• |
At partial settlement date as of July 10, 2023, a fair value of $
|
|
|
• |
At partial settlement date as of August 9, 2023, a fair value of $
|
|
|
• |
At final settlement date as of September 29, 2023, a fair value of $
|
12. Subsequent Events
|
(a)
|
Dividend Payments on Series C and Series D Preferred Stock
|
On
January 16, 2024
, the Company paid a cash dividend on its then outstanding Series C
Preferred Stock i) issued to Diana Shipping Inc. and ii) awarded on April 15, 2022, and March 7, 2023 as part of the 2021 Equity Incentive Plan (i.e.
5,521
shares in aggregate), for the period from October 15, 2023 to January 14, 2024, inclusive, in the aggregate amount of $
110
.
On
January 16, 2024
, the Company also
paid a dividend of $
240
in the aggregate on the Company’s then outstanding
13,738
shares of Series D Preferred Stock to Series D Preferred Stockholders of record date
January 12, 2024
, for the period from October 15, 2023 up to and including January 14, 2024.
| (b) |
Redemption of Series D Preferred Stock
|
During the period from January 1, 2024, to April 10, 2024, holders of the Company’s Series D preferred stock unaffiliated with the Company, exercised their right to
redeem
nine
Series D Preferred Stock to common stock, resulting in the issuance of
3,376
shares of common stock of the Company.
|
(c)
|
Restricted stock award and cash bonus
|
On February 21, 2024, the Company’s Board of Directors approved the award of
3,332
shares of restricted Series C Preferred Stock to the Company’s directors, pursuant to the Company’s amended
and restated 2021 Equity Incentive Plan
, as annual bonus. The cost of these awards will be recognized in income ratably over the restricted shares vesting period which will be
two years
. The Board of Directors also approved an aggregate performance cash bonus of $
230
to Steamship, which has been accrued for as of December 31, 2023, in the accompanying consolidated financial statements.
| (d) |
Amendment and restatement to 2021 Equity Incentive Plan
|
On April 10, 2024, the Company further amended and restated its 2021 Equity Incentive Plan so that the maximum aggregate number of shares of common
stock that may be delivered pursuant to awards granted under the 2021 Equity Incentive Plan, as amended and restated, is
2,000,000
.
OCEANPAL INC. PREDECESSORS
INDEX TO COMBINED CARVE-OUT FINANCIAL STATEMENTS
|
F-2
|
||
|
F-3
|
||
|
F-4
|
||
|
F-5
|
||
|
F-6
|
||
|
F-7
|
To the Stockholders and the Board of Directors of OceanPal Inc.
Opinion on the Financial Statements
We have audited the accompanying combined carve-out balance sheet of OceanPal Inc. Predecessors (“the Predecessor Company”) as of December 31, 2020, the related combined
carve-out statements of comprehensive income/(loss), parent’s equity and cash flows for the period from January 1, 2021 through November 29, 2021 and for the years ended December 31, 2020 and 2019, and the related notes (collectively referred to
as the “combined carve-out financial statements”). In our opinion, the combined carve-out financial statements present fairly, in all material respects, the financial position of the Predecessor Company at December 31, 2020, and the results of
its operations and its cash flows for the period from January 1, 2021 through November 29, 2021 and for the years ended December 31, 2020 and 2019, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Predecessor Company’s management. Our responsibility is to express an opinion on the Predecessor Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Predecessor Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Predecessor Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our
audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Predecessor Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Ernst & Young (Hellas) Certified Auditors Accountants S.A.
We have served as the Predecessor Company’s auditor since 2021.
April 06, 2022
OceanPal Inc. Predecessors
December 31, 2020
(Expressed in U.S. Dollars)
|
2020
|
||||
|
ASSETS
|
||||
|
CURRENT ASSETS:
|
||||
|
Cash and cash equivalents (Note 2(e))
|
$
|
|
||
|
Accounts receivable, trade (Note 2(f))
|
|
|||
|
Due from a related party (Notes 3 and 5(b))
|
|
|||
|
Inventories (Note 2(g))
|
|
|||
|
Insurance claims (Note 2(h))
|
|
|||
|
Prepaid expenses
|
|
|||
|
Total current assets
|
|
|||
|
FIXED ASSETS:
|
||||
|
Vessels, net (Note 4)
|
|
|||
|
Total fixed assets
|
|
|||
|
OTHER NON-CURRENT ASSETS:
|
||||
|
Deferred charges, net (Notes 2(m) and 4)
|
|
|||
|
Total assets
|
$
|
|
||
|
LIABILITIES AND PARENT EQUITY
|
||||
|
CURRENT LIABILITIES:
|
||||
|
Accounts payable, trade and other
|
|
|||
|
Due to a related party (Note 3)
|
|
|||
|
Accrued liabilities
|
|
|||
|
Total current liabilities
|
|
|||
|
Commitments and contingencies (Note 5)
|
||||
|
PARENT EQUITY:
|
||||
|
Parent investment, net (Note 6)
|
|
|||
|
Accumulated deficit
|
(
|
)
|
||
|
Parent equity, net
|
|
|||
|
Total liabilities and parent equity
|
$
|
|
||
The accompanying notes are an integral part of these combined carve-out financial statements.
OceanPal Inc. Predecessors
For the period from January 1, 2021 through November 29, 2021 and
for the years ended December 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
From January 1, 2021
|
||||||||||||
|
through
|
||||||||||||
|
November 29, 2021
|
2020
|
2019
|
||||||||||
|
REVENUES:
|
||||||||||||
|
Time charter revenues (Note 2(o))
|
$
|
|
$
|
|
$
|
|
||||||
|
EXPENSES:
|
||||||||||||
|
Voyage expenses (Note 2(o))
|
|
|
|
|||||||||
|
Vessel operating expenses (Note 2(p))
|
|
|
|
|||||||||
|
Depreciation and amortization of deferred charges (Note 4)
|
|
|
|
|||||||||
|
General and administrative expenses (Note 6)
|
|
|
|
|||||||||
|
Management fees to related parties (Note 3)
|
|
|
|
|||||||||
|
Vessel impairment charges (Note 4)
|
|
|
|
|||||||||
|
Vessel fair value adjustment (Note 4)
|
|
(
|
)
|
|
||||||||
|
Other loss/(income)
|
(
|
)
|
(
|
)
|
|
|||||||
|
Operating income/(loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Finance costs
|
(
|
) |
|
|
||||||||
|
Net income/(loss) and comprehensive income/(loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
The accompanying notes are an integral part of these combined carve-out financial statements.
OceanPal Inc. Predecessors
For the period from January 1, 2021 through November 29, 2021 and
for the years ended December 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
Parent Company
|
Accumulated
|
|||||||||||
|
Investment, net
|
Deficit
|
Total Equity
|
||||||||||
|
BALANCE, January 1, 2019
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Parent Distribution, net (Note 6)
|
(
|
)
|
—
|
(
|
)
|
|||||||
|
Net loss and comprehensive loss
|
$
|
—
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
BALANCE, December 31, 2019
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Parent Investment, net (Note 6)
|
|
—
|
|
|||||||||
|
Net loss and comprehensive loss
|
$
|
—
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
BALANCE, December 31, 2020
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Parent Distribution, net (Note 6)
|
(
|
)
|
—
|
(
|
)
|
|||||||
|
Net income and comprehensive income
|
$
|
—
|
$
|
|
$
|
|
||||||
|
BALANCE, November 29, 2021
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
The accompanying notes are an integral part of these combined carve-out financial statements.
OceanPal Inc. Predecessors
For the period from January 1, 2021 through November 29, 2021 and
for the years ended December 31, 2020 and 2019
(Expressed in U.S. Dollars)
|
From January 1, 2021
|
||||||||||||
|
through
|
||||||||||||
|
November 29, 2021
|
2020
|
2019
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net income/(loss)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Adjustments to reconcile net income/(loss) to net cash from operating activities:
|
||||||||||||
|
Depreciation and amortization of deferred charges
|
|
|
|
|||||||||
|
Asset impairment charge (Note 4)
|
|
|
|
|||||||||
|
Vessel fair value adjustment (Note 4)
|
|
(
|
)
|
|
||||||||
|
(Increase) / Decrease in:
|
||||||||||||
|
Accounts receivable, trade
|
|
(
|
)
|
(
|
)
|
|||||||
|
Due from related parties
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Inventories
|
(
|
)
|
(
|
)
|
|
|||||||
|
Insurance claims
|
|
|
(
|
)
|
||||||||
|
Prepaid expenses
|
|
(
|
)
|
(
|
)
|
|||||||
|
Increase / (Decrease) in:
|
||||||||||||
|
Accounts payable, trade and other
|
|
(
|
)
|
(
|
)
|
|||||||
|
Due to related parties
|
(
|
)
|
(
|
)
|
|
|||||||
|
Accrued liabilities
|
(
|
)
|
|
|
||||||||
|
Deferred revenue
|
|
(
|
)
|
(
|
)
|
|||||||
|
Drydock costs
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash provided by / (used in) Operating Activities
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Cash Flows from Investing Activities:
|
||||||||||||
|
Payments for vessel improvements (Note 4)
|
(
|
)
|
(
|
)
|
|
|||||||
|
Net cash used in Investing Activities
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Cash Flows from Financing Activities:
|
||||||||||||
|
Parent investment/(distribution), net
|
(
|
)
|
|
(
|
)
|
|||||||
|
Net cash provided by/ (used in) Financing Activities
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||
|
Net increase/(decrease) in cash and cash equivalents
|
(
|
)
|
|
(
|
)
|
|||||||
|
Cash and cash equivalents at beginning of the period
|
|
|
|
|||||||||
|
Cash and cash equivalents at end of the period
|
$
|
|
$
|
|
$
|
|
||||||
The accompanying notes are an integral part of these combined carve-out financial statements.
OceanPal Inc. Predecessors
November 29, 2021
(Expressed in U.S. Dollars — unless otherwise stated)
1. Basis of Presentation and General Information
OceanPal Inc., (the “Company”, or “OceanPal”), was incorporated by Diana Shipping Inc. (or ”DSI” or “Parent”), as a wholly
owned subsidiary, on April 15, 2021 under the laws of the Republic of the Marshall Islands, having an authorized share capital of
500
shares, par value $
0.01
per share, issued to the Parent. The Company was formed to serve as the holding company of the following
three
of the Parent’s vessel-owning subsidiaries (the “Subsidiaries”, or “OceanPal Inc. Predecessors”):
|
●
|
Cypres Enterprises Corp., a company incorporated in the Republic of Panama on September 7, 2000, owner of the 2004 built Panamax dry bulk carrier Protefs,
|
|
|
●
|
Darien Compania Armadora S.A., a company incorporated in the Republic of Panama on December 22, 1993, owner of the 2005 built Panamax dry bulk carrier
Calipso and
|
|
|
●
|
Marfort Navigation Company Limited, a company incorporated in the Republic of Cyprus on August 10, 2007, owner of the 2005 built Capesize dry bulk carrier
Salt Lake City;
|
As of November 29, 2021, the Parent contributed the Subsidiaries to OceanPal and, as the sole shareholder of the Company,
distributed the Company’s common shares to its shareholders on a pro rata basis upon consummation of a spin-off transaction (Note 9 (a)).
The accompanying predecessor combined carve-out financial statements are those of the Subsidiaries for the period presented
using the historical carrying costs of the assets and the liabilities of the ship-owning companies above from the dates of their incorporation.
The Company is a global provider of shipping transportation services, specializing in the ownership of vessels. Each of our
vessels is owned through a separate wholly-owned subsidiary.
In 2020, the outbreak of the COVID-19 virus had a negative effect on the global economy and has adversely impacted the international dry-bulk
shipping industry in which the OceanPal Inc. Predecessors operated. The impact of the outbreak of COVID-19 virus resulted in low time charter rates throughout the year, decreased revenues and increased crew and dry-docking costs. For 2021, there
were signs of improvement in the dry-bulk market and overall operations, though the impact of the outbreak of COVID-19 is still present. As the situation continues to evolve, it is difficult to predict the long-term impact of the pandemic on the
industry. As a result, many of the estimates and assumptions, mainly future revenues for unfixed days, carry a higher degree of variability and volatility. The Company is constantly monitoring the developing situation, as well as charterers’
response to the severe market disruption and is taking necessary precautions to address and mitigate, to the extent possible, the impact of COVID-19 to the Company.
2. Significant Policies
a) Basis of presentation:
The accompanying combined carve-out financial statements include the accounts of the legal entities comprising OceanPal Inc. Predecessors as discussed in Note 1. OceanPal Inc. Predecessors have historically operated as part of the
Parent and not as a standalone company. Financial statements representing the historical operations of Parent’s business have been derived from Parent’s historical accounting records and are presented on a carve-out basis. All revenues, costs,
assets and liabilities directly associated with the business activity of OceanPal Inc. Predecessors are included in the combined carve-out financial statements. The combined financial statements are prepared in conformity with the U.S.
generally accepted accounting principles and reflect the financial position, results of operations and comprehensive income/(loss) and cash flows associated with the business activity of the OceanPal Inc. Predecessors as they were historically
managed.
F-7
The combined carve-out statements of operations also reflect intercompany expense allocations made to OceanPal Inc.
Predecessors by DSI of certain general and administrative expenses from Parent (Note 6). However, amounts recognized by OceanPal Inc. Predecessors are not necessarily representative of the amounts that would have been reflected in the financial
statements had the OceanPal Inc. Predecessors operated independently of Parent as the OceanPal Inc. Predecessors would have had additional administrative expenses, including legal, professional, treasury and regulatory compliance and other costs
normally incurred by a listed public entity. Management has estimated these additional administrative expenses to be $
1,104,894
, $
1,265,051
and $
809,205
, respectively,
for the period from January 1, 2021, to November 29, 2021, and for the years ended December 31, 2020 and 2019, respectively. Both the OceanPal Inc. Predecessors and DSI consider the basis on which the expenses have been allocated to be a
reasonable reflection of the utilization of services provided to or the benefit received by the Predecessors during the periods presented. The allocations may not, however, reflect the expense the OceanPal Inc. Predecessors have incurred as an
independent, publicly traded company for the periods presented.
OceanPal Inc. Predecessors have no common capital structure for the combined business and, accordingly, has not presented
historical earnings per share.
b) Use of Estimates:
The preparation of combined carve-out financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the combined carve-out financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
c) Other Comprehensive Income / (Loss):
OceanPal Inc. Predecessors have no other comprehensive income / (loss) and accordingly comprehensive income / (loss) equals net income / (loss) for all periods presented.
d) Foreign Currency:
The functional currency of OceanPal Inc. Predecessors is the U.S. dollar because the OceanPal Inc. Predecessors vessels operate in international shipping markets, and therefore primarily transact business in U.S.
dollars. OceanPal Inc. Predecessors’ accounting records are maintained in U.S. dollars. Transactions involving other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions.
At the balance sheet dates, monetary assets and liabilities which are denominated in other currencies are translated into U.S. dollars at the year-end exchange rates. Resulting gains or losses are included in “Other income/(loss)” in the
accompanying combined carve-out statements of operations and comprehensive income/(loss).
e) Cash and Cash Equivalents:
OceanPal Inc. Predecessors consider time deposits, certificates of deposit and their equivalents with an original maturity of up to about three months to be cash equivalents.
f) Accounts Receivable, Trade:
The amount shown as accounts receivable, trade, at each balance sheet date, includes receivables from charterers for hire from lease agreements, net of allowance for credit loss, if any. At each balance sheet date,
all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. Operating lease receivables under ASC 842 are not in scope of ASC 326 for assessment of credit loss,
however OceanPal Inc. Predecessors assess their accounts receivable, trade and their credit risk relating to their charterers.
No
provision for doubtful accounts receivable has been recorded in the accompanying statements of comprehensive income/ (loss) during the period from January 1, 2021 through November 29, 2021, and the years ended December 31, 2020 and 2019.
g) Inventories:
Inventories consist of lubricants which are stated, on a consistent basis, at the lower of cost or net realizable value. Cost is determined by the first in, first out method. Amounts removed from inventory are also determined
by the first in first out method. Inventories may also consist of bunkers when on the balance sheet date a vessel is without employment. Bunkers, if any, are also stated at the lower of cost or net realizable value and cost is determined by the
first in, first out method.
h) Insurance claims.
Claims receivable
are recorded on accrual basis, net of deductibles, through each balance sheet date, for which recovery from insurance companies is probable and the claim is not subject to litigation.
F-8
i) Vessel, net:
Vessels are stated at cost which consists of the contract price and any material expenses incurred upon acquisition or during construction. Expenditures for conversions and improvements are also capitalized when they
appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise these amounts are charged to expense as incurred. As at balance sheet date, vessels are stated at cost less accumulated
depreciation expense and impairment charge, if any.
j) Vessels held for sale:
OceanPal Inc. Predecessors classify assets as being held for sale when the respective criteria are met. Long-lived assets or disposal groups classified as held for sale are measured at the lower of their carrying
amount or fair value less cost to sell. These assets are not depreciated once they meet the criteria to be held for sale. The fair value less cost to sell of an asset held for sale is assessed at each reporting period it remains classified as
held for sale. When the plan to sell an asset changes, the asset is reclassified as held and used, measured at the lower of its carrying amount before it was recorded as held for sale, adjusted for depreciation, and the asset’s fair value at
the date of the decision not to sell.
k) Impairment of Long-Lived Assets:
Long-lived assets are reviewed for impairment whenever events or changes in circumstances (such as market conditions, obsolesce or damage to the asset, potential sales and other business plans) indicate that
the carrying amount plus unamortized dry-docking costs of an asset may not be recoverable. When the estimate of undiscounted projected net operating cash flows, excluding interest charges, expected to be generated by the use of an asset over
its remaining useful life and its eventual disposition is less than its carrying amount plus unamortized dry-docking costs, OceanPal Inc. Predecessors evaluate the asset for impairment loss. Measurement of impairment loss is based on the fair
value of the asset, determined mainly by third party valuations.
OceanPal Inc. Predecessors undiscounted projected net operating cash flows by considering the historical and estimated
vessels’ performance and utilization with the significant assumption being future charter rates for the unfixed days, using the most recent
10 year
average of historical
1 year
time charter rates available for each type of vessel over the remaining estimated life of each vessel,
net of commissions. In 2019, the
1 year
time charter rates did not include the rate for 2010, as it had been previously considered by
Parent well above the average. Other than that, historical ten-year blended average one-year time charter rates are in line with the OceanPal Inc. Predecessors’ overall chartering strategy, they reflect the full operating history of vessels of
the same type and particulars with the OceanPal Inc. Predecessors’ operating fleet and they cover at least a full business cycle, where applicable. Other assumptions used in developing estimates of future undiscounted cash flow are charter rates
calculated for the fixed days using the fixed charter rate of each vessel from existing time charters, the expected outflows for scheduled vessels’ maintenance; vessel operating expenses; fleet utilization, and the vessels’ residual value if sold
for scrap. Assumptions are in line with the OceanPal Inc. Predecessors’ historical performance and expectations for future fleet utilization under their current fleet deployment strategy. This calculation is then compared with the vessels’ net
book value plus unamortized dry-docking costs. The difference between the carrying amount of the vessel plus unamortized dry-docking costs and its fair value is recognized in the OceanPal Inc. Predecessors’ accounts as impairment loss.
No
impairment loss was identified or recorded in 2019, in 2020 and in the period from January 1, 2021, to November 29, 2021 due to this exercise.
However, an impairment charge amounting to $
3,047,978
recorded in 2019 for vessel Calipso, which was classified as held for sale (Note
4).
l) Vessel Depreciation:
Depreciation is computed using the straight-line method over the estimated useful life of the vessels, after considering the estimated salvage (scrap) value. Each vessel’s salvage value is equal to the product of its
lightweight tonnage and estimated scrap rate. Management estimates the useful life of the OceanPal Inc. Predecessors’ vessels to be
25 years
from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over the ability of a vessel to trade
on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted.
m) Accounting for Dry-Docking Costs:
OceanPal Inc. Predecessors follow the deferral method of accounting for dry-docking costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next
dry-docking is scheduled to become due. Unamortized dry-docking costs of vessels that are sold or impaired are written off and included in the calculation of the resulting gain or loss in the year of the vessel’s sale or impairment (Note 4).
F-9
n) Concentration of Credit Risk:
Financial instruments, which potentially subject OceanPal Inc. Predecessors to significant concentrations of credit risk, consist principally of cash and trade accounts receivable. OceanPal Inc. Predecessors place
temporary cash investments, consisting mostly of deposits, with various qualified financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the OceanPal Inc.
Predecessors’ investment strategy. OceanPal Inc. Predecessors limit their credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally do not require collateral for accounts
receivable and do not have any agreements to mitigate credit risk.
o) Accounting for Revenues and Expenses:
Revenues are generated from time charter agreements which contain a lease as they meet the criteria of a lease under ASC 842. Agreements with the same charterer are accounted for as
separate agreements according to their specific terms and conditions. All agreements contain a minimum non-cancellable period and an extension period at the option of the charterer. Each lease term is assessed at the inception of that lease.
Under a time charter agreement, the charterer pays a daily hire for the use of the vessel and reimburses the owner for hold cleanings, extra insurance premiums for navigating in restricted areas and damages caused by the charterers.
Additionally, the charterer pays to third parties port, canal and bunkers consumed during the term of the time charter agreement. Such costs are considered direct costs and are not recorded as they are directly paid by charterers, unless they
are for the account of the owner, in which case they are included in voyage expenses. OceanPal Inc. Predecessors incur voyage expenses that mainly include commissions because all of vessels are employed under time charters that require the
charterer to bear voyage expenses such as bunkers (fuel oil), port and canal charges. When a vessel is delivered to a charterer, bunkers are purchased by the charterer and sold back to OceanPal Inc. Predecessors on the redelivery of the vessel.
Bunker gain, or loss, result when a vessel is redelivered by her charterer and delivered to the next charterer at different bunker prices, or quantities. For the period From January 1, 2021, to November 29, 2021, and for the years ended
December 31, 2020 and 2019, respectively, the OceanPal Inc. Predecessors incurred gain on bunkers amounting to $
330,454
, and loss on
bunkers amounting to $
287,352
and $
229,481
,
respectively, resulting mainly from the difference in the value of bunkers paid by OceanPal Inc. Predecessors when the vessel is redelivered to OceanPal Inc. Predecessors from the charterer under the vessel’s previous time charter agreement and
the value of bunkers sold by OceanPal Inc. Predecessors when the vessel is delivered to a new charterer. This gain/loss is included in “Voyage expenses” in the accompanying combined carve-out statements of comprehensive income / (loss).
Additionally, the owner pays commissions on the hire revenue, to both the charterer and to brokers, which are direct costs and are recorded in voyage expenses. Under a time charter agreement, the owner pays for the operation and the maintenance
of the vessel, including crew, insurance, spares and repairs, which are recognized in operating expenses. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a
straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Deferred revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met.
OceanPal Inc. Predecessors, as lessors, have elected not to allocate the consideration in the agreement to the separate lease and non-lease components (operation and maintenance of the vessel) as their timing and pattern of transfer to the
charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as OceanPal Inc. Predecessors have
assessed that more value is ascribed to the vessel rather than to the services provided under the time charter contracts.
p) Repairs and Maintenance:
All repair and maintenance expenses including underwater inspection expenses are expensed in the year incurred. Such costs are included in vessel operating expenses in the accompanying combined carve-out statements of
operations and comprehensive income/(loss).
q) Segmental Reporting:
OceanPal Inc. Predecessors engage in the operation of dry-bulk vessels which has been identified as one reportable segment. The operation of the vessels is the main source of revenue generation, the services provided by the vessels are
similar and they all operate under the same economic environment. Additionally, the vessels do not operate in specific geographic areas, as they trade worldwide; they do not trade in specific trade routes, as their trading (route and cargo) is
dictated by the charterers; and OceanPal Inc. Predecessors do not evaluate the operating results for each type of dry bulk vessels (Panamax or Capesize) for the purpose of making decisions about allocating resources and assessing performance.
F-10
r) Fair Value Measurements:
OceanPal Inc. Predecessors classify and discloses their assets and liabilities carried at fair value in one of the following categories: Level 1: Quoted market prices in active markets for identical assets or
liabilities; Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data; Level 3: Unobservable inputs that are not corroborated by market data.
s) Going concern:
Management evaluates, at each reporting period, whether there are conditions or events that raise substantial doubt about OceanPal Inc. Predecessors’ ability to continue as a going concern within one year from the date the
combined carve-out financial statements are issued.
t) Financial Instruments, credit losses:
At each reporting date, OceanPal Inc. Predecessors evaluate financial assets for credit losses and presents such assets in the net amount expected to be collected on such financial asset. When financial
assets present similar risk characteristics, these are evaluated on a collective basis. When developing an estimate of expected credit losses OceanPal Inc. Predecessors consider available information relevant to assessing the collectability of
cash flows such as internal information, past events, current conditions and reasonable and supportable forecasts.
No
allowance
for credit loss has been recorded in the accompanying statements of comprehensive income/(loss) during the period from January 1, 2021 through November 29, 2021, and the years ended December 31, 2020 and 2019.
Recent Accounting Pronouncements — Not yet adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate
Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference
LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments
for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent
to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for
that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging
relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients
through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. OceanPal Inc. Predecessors have assessed the impact of this new accounting guidance and the adoption of this ASU is not expected to have a material
impact on the combined carve-out financial statements and related disclosures.
In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor
lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a
sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating
lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The impact of
this new accounting guidance and the adoption of this ASU has been assessed and it is expected that it does not have a material impact on the OceanPal Inc. Predecessors’ combined carve-out financial statements and related disclosures.
F-11
3. Transactions with Related Parties
a) Diana Wilhelmsen Management Limited, or DWM:
DWM is a joint venture established by Diana Ship Management Inc., a wholly owned subsidiary of the Parent, and Wilhelmsen Ship Management Holding Limited, an unaffiliated third party,
each holding
50
% of DWM. The DWM office is located in Athens, Greece. Effective July 1, 2020 Wilhelmsen Ship Management Holding
Limited, was replaced by Wilhelmsen Ship Management Holding AS, which assumed all the liabilities and obligations of the former company under the Joint venture agreement. Until October 8, 2019, DWM provided management services to the OceanPal
Predecessors’ fleet for a fixed monthly fee and commercial services charged as a percentage of the vessels’ gross revenues pursuant to management agreements between the vessel owning companies and DWM. Management fees to DWM for 2019 amounted
to $
554,000
and are included in “Management fees to related parties” in the accompanying 2019 combined carve-out statement of
comprehensive income/(loss). Commercial fees in 2019, amounted to $
192,550
, and are included in “Voyage expenses”. As at December 31,
2020 there was an amount of $
1,169,637
due from DWM mainly related to Protefs’ environmental incident (Note 5), included in “Due from
a related party” in the accompanying combined carve-out balance sheet. Since October 9, 2019 and up to May 24, 2021, DWM provided technical management services to the vessels through Diana Shipping Services S.A. (Note 3(b)) and since May 24,
2021 directly. For the provision of management services, the vessels pay monthly fees which for the period from May 24, 2021 until November 29, 2021 amounted to $
373,484
and are included in “Management fees to related parties” in the accompanying combined carve-out statements of operations and comprehensive income/(loss). In addition, the vessels
pay a commercial fee, which is a percentage of the daily hire, and which for the period from May 24, 2021 to November 29, 2021 amounted to $
80,896
and is included in “Voyage expenses” in the accompanying combined carve-out statement of comprehensive income/(loss).
b) Diana Shipping Services S.A., or DSS:
From October 8, 2019 until May 24, 2021, the fleet vessels were managed by DSS, a wholly owned subsidiary of the Parent, for a fixed monthly fee and a commission on the vessels’ gross revenues. DSS was outsourcing the
management of the vessels to DWM from October 8, 2019 until May 24, 2021 and since May 24, 2021, provides insurance services to the vessels for a fixed monthly fee of $
500
. During the period from January 1, 2021 to May 24, 2021, during 2020, and during the period from October 9, 2019 to December 31, 2019, respectively, management fees to DSS amounted
to $
300,300
, $
756,000
and $
174,300
, respectively and are included in “Management fees to related parties” in the accompanying combined carve-out statements
of operations and comprehensive income/(loss). During the period from May 24, 2021 to November 29, 2021, insurance service fees to DSS amounted to $
9,337
and are included in “Management fees to related parties” in the accompanying combined carve-out statements of operations and comprehensive income/(loss). Similarly, commissions charged by DSS for the period from January 1, 2021 to May 24, 2021,
for 2020 and from October 9, 2019 to December 31, 2019, respectively amounted to $
94,672
,
186,223
and $
63,721
, respectively and are included in “Voyage
expenses” in the accompanying combined carve-out statements of operations and comprehensive income/(loss). As at December 31, 2020, there was an amount of $
115,280
respectively, due to DSS, separately presented in “Due to a related party” in the accompanying combined carve-out balance sheet.
4. Vessels
On December 24, 2019, Darien Compania Armadora S.A. entered into a Memorandum of Agreement to sell to an unaffiliated third
party the vessel Calipso, for a sale price of $
7,275,000
before commissions. On December 31, 2019, the vessel was measured at the lower
of its carrying amount or fair value less costs to sell and was classified in current assets as Vessel held for sale, according to the provisions of ASC 360, as all criteria required for this classification were then met.
The classification of Calipso
as held for sale on December 31, 2019 resulted in impairment of $
3,047,978
including the write off of the unamortized drydocking costs as the vessel was measured at the lower of its carrying value and fair value
(sale price) less costs to sell and is separately presented in “Vessel impairment charges” in the accompanying 2019 combined carve-out statement of comprehensive income / (loss).
F-12
In February 2020, the buyers of Calipso
elected to exercise their right to cancel
the contract as a result of the vessel’s missing the cancelling date due to unforeseen events, unrelated to the condition of the vessel. Following this cancelation of the memorandum of agreement, on March 8, 2020, the vessel was withdrawn from
the market as per management’s decision and was recorded at its fair value at that date, amounting to $
7.33
million, as held and used,
according to the provisions of ASC 360. The vessel’s fair value was determined through Level 2 inputs of the fair value hierarchy by taking into consideration a third party valuation which was based on the last done deals of sale of vessels with
similar characteristics, such as type, size and age. The valuation of the vessel at fair value resulted in a gain of $
200,500
separately presented in “Vessel fair value adjustment” in the 2020 accompanying combined carve-out statement of comprehensive income / (loss).
The amounts reflected in Vessels, net in the accompanying combined carve-out balance sheet as of December 31, 2020 are
analyzed as follows:
|
Accumulated
|
||||||||||||
|
Vessel Cost
|
Depreciation
|
Net Book Value
|
||||||||||
|
Balance, December 31, 2019
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
– Additions for improvements
|
|
—
|
|
|||||||||
|
– Vessel fair value adjustment
|
|
—
|
|
|||||||||
|
– Vessel transferred from held for sale
|
|
—
|
|
|||||||||
|
– Depreciation for the period
|
—
|
(
|
)
|
(
|
)
|
|||||||
|
Balance, December 31, 2020
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Vessels’ depreciation expense for the period from January 1, 2021 through November 29, 2021, and for the years ended December 31, 2020 and 2019,
amounted to $
1.97
million, $
2.02
million, and $
2.27
million, respectively, and is included in “Depreciation and amortization of deferred charges” in the accompanying
combined carve-out statements of operations and comprehensive income/(loss).
5. Commitments and Contingencies
a) Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the
ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Subsidiaries’ vessels. OceanPal Inc. Predecessors accrue
for the cost of environmental and other liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Subsidiaries’ vessels are covered for pollution in the amount of $
1
billion per vessel per incident, by the P&I Association in which the Subsidiaries’ vessels are entered.
b) On July 9, 2020, DWM placed a security bond in the amount of $
1.75
million for any potential fines or penalties for alleged violations of law concerning maintenance of books and records and the handling of oil wastes of the vessel Protefs, as a
consequence of a environmental incident involving the vessel in 2020. As this amount was paid by the ship owning company of Protefs, a portion of the security bond relating to DWM, amounting to $
1
million, was included in “Due from related parties”, as of December 31, 2020 in the accompanying combined carve-out balance sheet. As of December 31, 2020, vessel Protefs
also recorded an accrual of about $
1.0
million, as the Parent determined that Protefs could be liable for part of a fine related to
this incident, as part of its management agreement with DWM and recognized an expense which is presented in “Vessel operating expenses” in the combined carve-out statements of operations and comprehensive income/(loss) for the year ended December
31, 2020, representing the OceanPal Inc. Predecessors’ best estimate for the liability of Protefs in relation to this incident. In February 2021, DWM entered into a plea agreement with the United States pursuant to which DWM, as defendant, agreed
to waive indictment, plead guilty pursuant to the terms thereof, accepted a fine of $
2.0
million and the placement of DWM on probation
for
four years
, subject to court approval. On September 23, 2021, in the sentencing hearing of the Protefs case, the judge accepted
DWM’s guilty pleas, adjudged DWM guilty and imposed the agreed upon sentence of a combined fine of $
2
million, a total special
assessment and a
four-year
term of probation. The total amount of the fine was settled during 2021 through the security bond placed by
DWM on July 9, 2020, whereas the remaining balance of the fine amounting to $
0.25
million was settled by the ship owning company of
Protefs.
F-13
6. Parent Investment, net
Parent investment, net consists of the amounts contributed by the Parent to finance part of the acquisition cost of the
vessels, intercompany amounts due to or from the Parent which are forgiven and treated as contributions or distributions of capital and other general and administrative expenses allocated to the OceanPal Inc. Predecessors by Parent. Allocated
general and administrative expenses include expenses of Parent such as executive’s cost, legal, treasury, regulatory compliance and other costs. These expenses were allocated on a pro rata basis, based on the number of ownership days of the
Subsidiaries’ vessels compared to the number of ownership days of the total DSI fleet. Such allocations are believed to be reasonable, but may not reflect the actual costs if the OceanPal Inc. Predecessors had operated as a standalone company.
For the period from January 1, 2021 through November 29, 2021, and for 2019, capital distribution amounted to $
3.2
million and $
1.5
million, respectively. Capital contribution during 2020 amounted to $
4.2
million.
As part of Parent, OceanPal Inc. Predecessors are dependent upon Parent for all of their working capital and financing requirements, as Parent
uses a centralized approach to cash management and financing of their operations. Financial transactions relating to OceanPal Inc. Predecessor are accounted for through the Parent equity account and reflected in the combined carve-out statements
of Parent’s equity as an increase or decrease in Parent investment. Accordingly,
none
of Parent’s cash, cash equivalents or debt at
the corporate level have been assigned to the OceanPal Inc. Predecessors in the combined carve-out financial statements. Parent equity, net represents Parent’s interest in the recorded net assets of the OceanPal Inc. Predecessors. All significant
intercompany accounts and transactions between the businesses comprising the OceanPal Inc. Predecessors have been eliminated in the accompanying combined carve-out financial statements.
7. Fair Value Measurements and Risk Management
The carrying values of cash, accounts receivable, due from related parties and accounts payable approximate their fair value due to
the short-term nature of these financial instruments. Financial instruments, which potentially subject OceanPal Predecessors to significant concentrations of credit risk, consist principally of cash and trade accounts receivable. The ability
and willingness of each of the OceanPal Inc. Predecessors’ counterparties to perform their obligations under a contract depend upon a number of factors that are beyond the OceanPal Inc. Predecessors’ control and may include, among other things,
general economic conditions, the state of the capital markets, the condition of the shipping industry and charter hire rates. The credit risk with financial institutions is limited as it has temporary cash investments, consisting mostly of
deposits, placed with various qualified financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions. The credit risk with accounts receivable is limited by performing ongoing credit
evaluations of the customers’ financial condition and by receiving payments of hire in advance. Generally, no collateral is required for accounts receivable whereas OceanPal Inc. Predecessors do not have any agreements to mitigate credit risk.
F-14
During the period from January 1, 2021, to November 29, 2021 and during 2020 and 2019, charterers that individually accounted for 10% or more of
the OceanPal Inc. Predecessors time charter revenues were as follows:
|
January 1, 2021 to
|
||||||
|
Charterer
|
November 29, 2021
|
2020
|
2019
|
|||
|
C Transport Maritime LTD
|
|
|
||||
|
Vitera Chartering
|
|
|
||||
|
Reachy International
|
|
|
||||
|
Cargill International S.A.
|
|
|
|
|
||
|
Phaethon International Co AG.
|
|
|
||||
|
Uniper Global Commodities, Dusseldorf GE
|
|
|
||||
|
Crystal Sea Shipping Co., Limited
|
|
|
|
|||
|
Hadson Shipping Lines Inc.
|
|
|
||||
|
Glencore Agriculture BV
|
|
|
8. Income Taxes
Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject
to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in vessel operating expenses in the accompanying combined carve-out statements of operations.
The vessel-owning companies with vessels that have called on the United States are obliged to file tax returns with the Internal Revenue Service.
However, pursuant to the Internal Revenue Code of the United States, U.S. source income from the international operations of ships is generally exempt from U.S. tax. The applicable tax is
50
% of
4
% of U.S.-related gross transportation income unless an exemption
applies. Each of the subsidiaries expects it qualifies for this statutory tax exemption for the period from January 1, 2021 to November 29, 2021, 2020 and 2019 taxable years, and they take this position for United States federal income tax return
reporting purposes.
9. Subsequent Events
a) Contribution by Parent of the
three
ship-owning companies to OceanPal Inc.:
On November 29, 2021, the
spin-off transaction was materialized and the
three
ship-owning companies were contributed to the Company by the Parent. Following
the spin-off consummation OceanPal Inc. and Diana Shipping are independent publicly traded companies with separate independent boards of directors.
b) Uncertainties caused by the Russo-Ukrainian War:
The recent outbreak of war between Russia and the Ukraine has disrupted supply chains and caused instability in the global economy, while the United States and the European Union, among other countries, announced
sanctions against Russia, including sanctions targeting the Russian oil sector, among those a prohibition on the import of oil from Russia to the United States. The ongoing conflict could result in the imposition of further economic sanctions
against Russia and the Company’s business may be adversely impacted.
F-15
TABLE OF CONTENTS
Part I: Gender IdentityPart Ii: Demographic BackgroundItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16J. Insider Trading PoliciesItem 16K. CybersecurityPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits