UNITED MARITIME CORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
(Mark One)
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SECURITIES EXCHANGE ACT OF 1934
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OR
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SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2024
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SECURITIES EXCHANGE ACT OF 1934
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OR
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SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report: Not applicable
For the transition period from to
Commission file number: 001-41413
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(Exact name of Registrant as specified in its charter)
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(Not Applicable) |
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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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(Address of principal executive offices)
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United Maritime Corporation
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Telephone: +
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Facsimile: +30 210
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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 class
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Trading Symbol(s)
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Name of exchange on which registered
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The
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
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, 2024, 8,844,267
shares of common stock, par value $0.0001 per share, and 40,000 Series B Preferred Shares, par value $0.0001 per share, were outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐
Yes ☒ 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. ☐ Yes ☒ 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. ☒ Yes ☐ 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). ☒ Yes ☐ 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 the
definitions 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. ☒
† 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. ☐
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). ☐
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
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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).
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a
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☒ No
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(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. N/A
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a ☐ Yes
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a ☐ No
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Page
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ITEM 1.
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ITEM 2.
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ITEM 3.
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4 | |
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ITEM 4.
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39 |
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ITEM 4A.
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60 |
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ITEM 5.
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60 |
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ITEM 6.
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74 |
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ITEM 7.
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77 |
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ITEM 8.
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79 |
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ITEM 9.
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79 |
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ITEM 10.
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79 |
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ITEM 11.
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88 |
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ITEM 12.
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89 |
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| 89 |
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ITEM 13.
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89 |
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ITEM 14.
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89 |
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ITEM 15.
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89 |
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ITEM 16
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90 |
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ITEM 16A.
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90 |
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ITEM 16B.
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90 |
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ITEM 16C.
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91 |
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ITEM 16D.
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91 |
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ITEM 16E.
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91 |
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ITEM 16F.
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91 |
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ITEM 16G.
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92 |
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ITEM 16H.
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ITEM 16I.
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ITEM 16J.
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ITEM 16K.
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93 |
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ITEM 17.
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ITEM 18.
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ITEM 19.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions, or strategies regarding the future and other statements that are other than statements of historical fact. In
addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean
that a statement is not forward-looking. Without limiting the generality of the foregoing, all statements in this annual report concerning or relating to estimated and projected earnings, margins, costs, expenses, expenditures, cash flows,
growth rates, future financial results and liquidity are forward-looking statements. In addition, we, through our senior management, from time to time may make forward-looking public statements concerning our expected future operations and
performance and other developments.
The forward-looking statements in this annual report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s
examination of historical operating trends, data contained in our records and other data available from third parties. Although 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 our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections. As a result, you are
cautioned not to rely on any forward-looking statements.
Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in
“Item 3. Key Information—D. Risk Factors.” Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these
important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:
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changes in shipping industry trends, including charter rates, vessel values, and factors affecting vessel supply and demand;
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changes in seaborne and other transportation patterns;
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changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;
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changes in the number of newbuildings under construction in the dry bulk shipping industry;
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changes in the useful lives and the value of our vessels and the related impact on our compliance with the covenants under our financing arrangements;
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the aging of our fleet and increases in operating costs;
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changes in our ability to complete future, pending, or recent acquisitions or dispositions;
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our ability to achieve successful utilization of our fleet;
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changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions, and other general corporate activities;
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risks related to our business strategy, areas of possible expansion, or expected capital spending or operating expenses;
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our dependence on Seanergy Maritime Holdings Corp. and our third-party managers to partly operate our business;
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changes in the availability of crew, number of off-hire days, classification survey requirements, and insurance costs for our vessels;
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changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;
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loss of our customers, charters, or vessels;
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damage to our vessels;
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potential liability from future litigation and incidents involving our vessels;
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our future operating or financial results;
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changes in interest or inflation rates;
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acts of terrorism, war, piracy, and other hostilities;
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public health threats, pandemics, epidemics, other disease outbreaks or calamities and governmental responses and other effects thereto;
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changes in global and regional economic and political conditions, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health
crises;
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changes in tariffs, trade barriers, embargos and regulatory requirements;
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general domestic and international political conditions or events, including trade wars, acts of hostility or potential, threatened, or ongoing war including between Russia and Ukraine (and related sanctions), Israel and Hamas, and
China and Taiwan, the conflict between Israel and Hezbollah, the Houthi crisis in the Red Sea, the tensions between Israel and Iran, tensions between the U.S. and China, the U.S. and Panama and the U.S. and the European Union and North
Atlantic Treaty Organization (“NATO”) members;
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changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the marine transportation industry;
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our ability to continue to implement and maintain adequate Environmental, Social and Governance ("ESG") practices, policies, programs, goals and targets;
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Our ability to continue as a going concern; and
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other factors discussed in “Item 3. Key Information—D. Risk Factors” and other important factors described from time to time in the reports we file with the U.S. Securities and Exchange Commission (the “Commission”).
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Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in
these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects,
on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.
PART I
Unless the context otherwise requires, as used in this annual report, the terms “Company,” “we,” “us,” and “our” refer to United Maritime Corporation and any
or all of its subsidiaries, and “United Maritime Corporation” refers only to United Maritime Corporation and not to its subsidiaries. We were incorporated under the laws of the Republic of the Marshall Islands on January 20, 2022 and did not
commence operations until the consummation of the Spin-Off (as described below) on July 5, 2022. “United Maritime Predecessor” refers to the vessel-owning subsidiary of the M/V Gloriuship prior to its contribution to us, when it was owned by
Seanergy Maritime Holdings Corp. (“Seanergy” or the “Parent”). For the period from January 1, 2022 up to July 5, 2022, the accompanying financial statements reflect the financial position and results of the carve-out operations of United
Maritime Predecessor. For the period from January 20, 2022 up to December 31, 2022, for the period from January 1, 2023 up to December 31, 2023 and for the period from January 1, 2024 up to December 31, 2024 the accompanying financial
statements reflect the financial position and results of United Maritime Corporation and of its consolidated subsidiaries.
We use the term deadweight tons, or “dwt,” in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the
maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $” and “$” in this annual report are to the lawful currency of the United States of America.
| ITEM 1. |
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.
| ITEM 3. |
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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Some of the following risks relate principally to the industry in which we operate and others relate to our business in general or our common shares. If any of the following risks occur, our
business, financial condition, results of operations, and cash flows could be materially adversely affected and the trading price of our securities could decline.
Summary of Risk Factors
Below is a summary of the principal factors that make an investment in our common shares speculative or risky. This summary does not address all of the risks that we face. Additional discussion
of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company,” and “Risks Relating to Our Common Shares” and should be
carefully considered, together with other information in this annual report on Form 20-F and our other filings with the Commission, before making an investment decision regarding our common shares.
The principal risk factors, as more particularly described in this “Item 3. Key Information—D. Risk Factors” below, include but are not limited to the following:
Risks Relating to Our Industry
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general dry bulk market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and demand for vessels;
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general economic, political, and business conditions and disruptions, including sanctions, public health, war, piracy, terrorist attacks, and other measures;
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our dependence on index-linked charters;
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global economic conditions and disruptions in world financial markets and the resulting governmental action;
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significant tariffs or other restrictions imposed on imports and related countermeasures could have a material adverse effect on our operations and financial results;
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compliance with, and our liabilities under, governmental, tax, environmental, and safety laws and regulations;
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changes in governmental regulation, tax, and trade matters and actions taken by regulatory authorities;
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inherent operational risks, weather damage, seasonal fluctuations, and inspection procedures of the dry bulk industry;
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increased scrutiny of environmental, social, and governance matters;
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Risks Relating to Our Company
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reliance on information systems and potential security breaches;
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our borrowing availability under our loan agreements and other security agreements and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities;
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our use of available funds, and the banks in which such funds are held;
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capital expenditures and other costs, such as increased fuel prices, necessary to operate and maintain our fleet;
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our dependence on a limited number of customers for a large part of our revenue;
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technological developments which affect global trade flows and supply chains may affect our business and results of operations;
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our dependence on our charterers and other counterparties fulfilling their obligations;
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our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff;
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delays or defaults by the shipyards in the construction of newbuildings, or defaults in constructions; or delays cancellations or non-completion of deliveries of purchased vessels;
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our ability to successfully and profitably employ our vessels;
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conflicts of interest which may arise from our officers’ and directors’ association with the Parent;
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labor interruptions, including failure of industry groups to renew industry-wide collective bargaining agreements;
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the aging of our fleet and vessel replacement;
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our vessels becoming unavailable or going off-hire;
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potential increased premium payments from protection and indemnity associations;
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technological innovation and quality and efficiency requirements from our customers;
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fluctuations in foreign currency exchange and interest rates, including volatility of SOFR and potential changes of the use of SOFR as a benchmark;
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effects of worldwide inflationary pressures;
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our dependence on the ability of our subsidiaries to distribute funds to us;
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our ability to compete for charters;
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our dependence on the Parent and its wholly-owned management subsidiaries to partly operate our business;
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fraud, fraudulent, and illegal behavior, including the smuggling of drugs or other contraband onto our vessels;
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arrest or requisition of our vessels;
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potential cyber-attacks;
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Risks Relating to Our Common Shares
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effects of U.S. federal tax on us and our shareholders;
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volatility in the price of our common shares, the continuation of a liquid trading market, and dilution of shareholders;
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the superior voting rights of our Series B Preferred Shares and any conflict of interest of the holder of such shares;
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the effect of anti-takeover provisions of our organization documents;
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our ability to pay dividends;
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delisting of our common shares from the Nasdaq Capital Market;
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compliance with economic substance requirements;
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our ability to access the credit and capital markets at the times and in the amounts needed on acceptable terms;
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other factors that may affect our financial condition, liquidity, results of operations, and ability to pay dividends; and
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Other Risk Factors
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other risk factors discussed under “Item 3. Key Information—D. Risk Factors.”
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Risks Relating to Our Industry
Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our
earnings, revenue, and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.
The volatility in the dry bulk charter market, from which we derive part of our revenues, has affected the dry bulk shipping industry and has harmed 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 and the performance of the entire
dry bulk shipping market and has been very volatile in recent years. The BDI declined from an all-time high of 11,793 in May 2008 to an all-time low of 290 in February 2016, which represents a decline of approximately 98%. In the following
years volatility was also apparent, albeit less extreme. In 2024, the BDI ranged from a low of 976 on December 19, 2024 to a high of 2,419 on March 18, 2024. Although the BDI was 1,404 as of April 7, 2025, due to its volatile nature, there can
be no assurance of the future performance of the BDI.
The decline from historic highs and volatility in charter rates following 2008 is due to various factors, including the over-supply of dry bulk vessels, the lack of trade financing for
purchases of commodities carried by sea, which resulted in a significant decline in cargo shipments and trade disruptions caused by natural or other disasters, such as those that resulted from the dam collapse in Brazil in 2019 and the outbreak
of the coronavirus infection in China. More recently, following Russia’s invasion of Ukraine in February 2022, the U.S., the EU, the UK and other countries have imposed sanctions against Russia and certain disputed regions of Ukraine including,
among others, prohibitions and restrictions on selling or importing goods, services, or technology in or from affected regions, travel bans, and asset freezes impacting connected individuals and political, military, business, and financial
organizations in Russia, severing large Russian banks from U.S. and/or other financial systems, and barring some Russian enterprises from raising money in the U.S. market. The U.S., EU, and other countries could impose wider sanctions and take
other actions. The war in Ukraine has resulted in higher freight market volatility and while the initial effect on the dry bulk freight market was positive, the long-term effects so far remain unclear. More recently, the war between Israel and
Hamas has resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea and thus creating uncertainty and risks to shipping operations in the region. Such circumstances have had and
could in the future result in adverse consequences from time to time for dry bulk shipping, including, among other developments, such as:
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decrease in available financing for vessels;
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no active secondhand market for the sale of vessels;
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decrease in demand for dry bulk vessels and limited employment opportunities;
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charterers seeking to renegotiate the rates for existing time charters;
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widespread loan covenant defaults in the dry bulk shipping industry due to the substantial decrease in vessel values; and
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declaration of bankruptcy by some operators, charterers, and vessel owners.
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The degree of charter hire rate volatility among different types of dry bulk vessels has varied widely. If we enter into a charter when charter hire rates are low, our revenues and earnings
will be adversely affected and we may not be able to successfully charter our vessels at rates sufficient to allow us to operate our business profitably or meet our obligations. Further, if low charter rates in the dry bulk market decline
further for any significant period, this could have an adverse effect on our vessel values and ability to comply with the financial covenants in our loan agreements or other financing agreements. In such a situation, unless our lenders are
willing to provide waivers of covenant compliance or modifications to our covenants, our lenders could accelerate our debt and we could face the loss of our vessels. We expect continued volatility in market rates for our vessels in the
foreseeable future with a consequent effect on our short and medium-term liquidity. We cannot assure you that future charter rates will enable us to cover our liabilities, operate our vessels profitably, or pay dividends.
The factors that influence demand for dry bulk shipping capacity include:
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supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration production or manufacturing
facilities;
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the globalization of production and manufacturing;
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changes in interest or inflation rates;
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general domestic and international political conditions or events, including trade wars, retaliatory economic measures, acts of hostility or potential, threatened, or ongoing war including between Russia and Ukraine (and related
sanctions), Israel and Hamas, and China and Taiwan, the conflict between Israel and Hezbollah, the Houthi crisis in the Red Sea, the tensions between Israel and Iran, tensions between the U.S. and China, the U.S. and Panama and the U.S.
and the European Union and NATO members;
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global and regional economic and political conditions and developments, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or
health crises;
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natural disasters and weather;
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public health threats, pandemics, epidemics, and other disease outbreaks and governmental responses thereto;
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embargoes and strikes;
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disruptions and developments in international trade, including trade disputes or the imposition of tariffs or trade barriers on various commodities or finished goods;
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changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
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environmental and other legal or regulatory developments; and
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political developments, including changes to trade policies or trade wars, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic, or
health crises;
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We anticipate that the future demand for our dry bulk vessels and charter rates will be dependent upon continued economic growth in the world’s economies, seasonal and regional changes in
demand and changes to the capacity of the global dry bulk vessel fleet and the sources and supply of dry bulk cargo to be transported by sea. Adverse economic, political, social, or other developments could negatively impact charter rates and
therefore have a material adverse effect on our business, results of operations, and ability to pay dividends. We may also decide that it makes economic sense to lay up one or more vessels. While our vessels are laid up, we will pay lay-up
costs, but those vessels will not be able to earn any hire.
An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.
The market supply of vessels generally increases with deliveries of new vessels and decreases with the recycling of older vessels, conversion of vessels to other uses, such as floating
production and storage facilities, and loss of tonnage as a result of casualties. In previous years, the market supply of dry bulk vessels had increased due to the high level of new deliveries. Dry bulk newbuildings were delivered in
significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017. In addition, the dry bulk newbuilding orderbook, extending up to 2028, was approximately 10.5% of the existing world dry
bulk fleet as of the end of March 2025, according to Clarkson Research Services Limited, or Clarksons Research, and the orderbook may increase further in proportion to the existing fleet. Even though the overall level of the orderbook has
declined over the past years, an over-supply of dry bulk vessel capacity could depress the current charter rates. Factors that influence the supply of vessel capacity include:
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the number of newbuilding orders and deliveries, including delays in new vessel deliveries;
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the number of shipyards and their ability to deliver vessels;
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potential disruption, including supply chain disruptions, of shipping routes due to accidents or political events;
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scrapping and recycling rate of older vessels;
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vessel casualties;
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the price of steel and vessel equipment;
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product imbalances (affecting the level of trading activity) and developments in international trade;
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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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vessels’ average speed;
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technological advances in vessel design and capacity;
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availability of financing for new vessels and shipping activity;
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the imposition of sanctions, tariffs, trade barriers or embargos;
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changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;
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changes in environmental and other regulations that may limit the useful life of vessels;
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port or canal congestion;
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changes in interest or inflation rates;
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changes in market conditions, including general domestic and international political conditions or events, including trade wars, acts of hostility or potential, threatened, or ongoing war including between Russia and Ukraine (and
related sanctions), the war between Israel and Hamas, and China and Taiwan, the conflict between Israel and Hezbollah, the Houthi crisis in the Red Sea, and the tensions between Israel and Iran, tensions between the U.S. and China, the
U.S. and Panama and the U.S. and the European Union and NATO members; and
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changes in global and regional economic and political conditions, including the provision or removal of economic stimulus measures meant to counteract the effects of sudden market disruptions due to financial, economic or health
crises.
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In addition to the prevailing and anticipated charter rates, factors that affect the rates 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 costs, 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 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.
If dry bulk vessel capacity increases but the demand for vessel capacity does not increase or increases at a slower rate, charter rates could materially decline, which could have a material
adverse effect on our business, financial condition, results of operations, and cash flows.
Outbreaks of epidemic and pandemic diseases and any relevant governmental responses thereto could adversely affect our business, results of operations, or financial
condition.
Global public health threats, such as the COVID-19 outbreak, influenza, and other highly communicable diseases or viruses, outbreaks which have from time to time occurred in various parts of
the world in which we operate, including China, could adversely impact our operations, as well as the operations of our customers.
For example, the outbreak of COVID-19 caused severe global disruptions, with governments in affected countries imposing travel bans, quarantines and other emergency public health measures.
Restrictions and future prevention and mitigation measures against outbreaks of epidemic and pandemic diseases, such as travel restrictions and temporarily closing business, are likely to have an adverse impact on global economic conditions,
which could materially and adversely affect our future operations. As a result of such measures, our vessels may not be able to call on or disembark from ports located in regions affected by the outbreak. The COVID-19 pandemic also, among other
things, caused factory closures and restrictions on travel, as well as labor shortages or lack of berths, delays and uncertainties relating to newbuildings, drydockings and vessel inspections, shortages or a lack of access to required spare
parts and other functions of shipyards. Other future disease outbreaks or COVID-19 variants may cause us to experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access
to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which
may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemic diseases.
The extent to which our business, results of operations, cash flows, financial condition, financings, value of our vessels, and ability to pay dividends 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) shortages or reductions
in the supply of essential goods, services, or labor; and (v) 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. This impact
could be material and adverse.
We are currently mostly dependent on index-linked charters, while a smaller part of our fleet is employed on a spot voyage basis. Any decrease in spot freight charter rates
or indices in the future may adversely affect our earnings.
As of the date of this report, the majority of our vessels are employed under time charters which have a charter hire calculated at an index-linked rate based on the Baltic Capesize Index, or
BCI, and the Baltic Panamax Index, or BPI, respectively. Furthermore, we may operate any other vessels we may acquire on a spot voyage basis, or on index-linked or fixed rate time charters.
Although the number of vessels in our fleet that are employed on spot voyages or have index-linked or fixed rate charters will vary from time to time, dictated by a multitude of factors and the
chartering opportunities before us, we anticipate that a significant portion of our fleet will be affected by the spot freight market or the relevant index rates. As a result, our financial performance will be significantly affected by
conditions in the spot freight market or the relevant index rates and only vessels that operate under fixed-rate time charters would, during the period in which such vessels operate under such time charters, provide a fixed source of revenue to
us. If future spot charter rates or indices decline, we may be unable to operate our vessels profitably, and our business, results of operations, cash flows, and financial condition will be significantly affected.
Historically, spot charter rates and dry bulk charter indices have been volatile as a result of the many conditions and factors that can affect the price of, supply of and demand for dry bulk
capacity. The successful operation of our vessels in the competitive spot charter market depends upon, among other things, fixing profitable spot voyages and minimizing, to the extent possible, time spent waiting for charters and time spent
traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot rates declined below the operating cost of vessels. If future spot charter rates or the relevant index rates decline, we
may be unable to operate our vessels trading in the spot market or our BCI-linked charters profitably or meet our other obligations, including payments on indebtedness.
Furthermore, as charter rates for spot charters are usually fixed for a single voyage, which may last up to several weeks, during periods in which spot charter rates are rising, we will
generally experience delays in realizing the benefits from such increases. Spot charter rates are also not uniform globally and may vary substantially between different geographical regions; therefore, realizing opportunities in the spot market
will also depend on the geographical location of our vessels at any given time.
Under a fixed rate time charter, if spot or short-term time charter rates fall significantly below the charter rates that our charterers are obligated to pay us, the charterers may have an
incentive to default on, or attempt to renegotiate the charter, which would affect our ability to operate our vessels profitably. Additionally, if our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels
at lower charter rates, which would affect our ability to comply with our loan covenants and operate our vessels profitably. If we are not able to comply with our loan covenants and our lenders choose to accelerate our indebtedness and
foreclose their liens, we could be required to sell vessels in our fleet and our ability to continue to conduct our business would be impaired. Meanwhile, under a fixed rate time charter, we may be unable to realize the benefits of market
upswings and successfully take advantage of comparably favorable opportunities.
If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition, and cash flows, and could cause the market
price of our common shares to decline.
Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties, such as
those resulting from the current and future conditions in the global financial markets, could adversely affect our business, results of operations, financial condition, and ability to pay dividends. Inflation and rising interest rates may
negatively impact us by increasing our operating costs and our cost of borrowing. Interest rates, the liquidity of the credit markets, and the volatility of the capital markets could also affect the operation of our business and our ability to
raise capital on favorable terms, or at all. Adverse economic conditions also affect demand for goods and oil. Reduced demand for these or other products could result in significant decreases in rates we obtain for chartering our vessels. In
addition, the cost for crew members, oils and bunkers, and other supplies may increase. Furthermore, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult
economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations,
financial condition, and ability to pay dividends.
The world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia and between Israel and Hamas, tensions between Israel and Iran,
tensions in the Red Sea or Russia and NATO tensions, China and Taiwan disputes, the United States and China trade relations, tensions between the U.S. and NATO members, tensions between the U.S. and Panama, instability between Iran and the
West, hostilities between the United States and North Korea, political unrest and conflict in the Middle East, the South China Sea region and other geographic countries and areas, terrorist or other attacks (including threats thereof) around
the world, war (or threatened war) or international hostilities, epidemics or pandemics, and banking crises or failures. See also “—Outbreaks of epidemic and pandemic diseases and any relevant governmental responses thereto could adversely
affect our business, results of operations, or financial condition.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more
generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Furthermore, it is difficult to predict the intensity and duration of the war between
Israel and Hamas or the Houthi rebel attacks on vessels transiting the Red Sea and their impact on shipping and the world economy is uncertain. Although a cease-fire declared between Israel and Hamas on January 15, 2025, heightened regional
tension and renewed conflict in Gaza and Yemen developed in March 2025, which may lead to continued attacks on vessels transiting the Red Sea. If such conditions are sustained, the longer-term net impact on the dry bulk market and our business
would be difficult to predict with any degree of accuracy. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping. We
cannot predict how long current market conditions will last.
In Europe, concerns regarding the possibility of sovereign debt defaults by EU member countries, including Greece, although generally alleviated, have in the past disrupted financial markets
throughout the world, and may lead to weaker consumer demand in the EU, the U.S. and other parts of the world. The U.S. implementation of tariffs and related countermeasures taken by impacted foreign countries further increases the risk of
additional trade protectionism. The withdrawal of the United Kingdom from the EU, or Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in
currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business, results of operations, cash flows, and financial condition.
Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover,
increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with
exporting goods. Such increases may further reduce 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, results of operations and
financial condition and could thereby affect their ability to make timely charter hire payments to us and to employ our vessels. This could have a material adverse effect on our business, results of operations, cash flows and financial
condition.
In addition, the recent economic slowdown in the Asia Pacific region, particularly in China, may exacerbate the effect of the weak economic trends in the rest of the world. Before the global
economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. China’s GDP growth rate recovered from 3.0% in
2022 to 5.2% in 2023, but the economy continued to be weighed down by the ongoing crisis in the property market. For the year ended December 31, 2024, China’s GDP growth rate declined slightly to approximately 5.0%. Although the Chinese
government has implemented economic stimulus measures, it is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed, or even negative economic growth in the near future. Changes in the
economic conditions of China, and changes in laws or policies adopted by its government or the implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving
carbon neutrality), could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo drydocking at Chinese shipyards and Chinese financial institutions that are generally active in
ship financing, and could have a material adverse effect on our business, results of operations, cash flows, and financial condition.
The U.S. and global capital markets, including credit markets, continue to experience volatility and uncertainty, and there is a risk that the U.S. federal government and state governments and
European authorities may continue to implement a broad variety of governmental action and/or introduce new financial market regulations. Global financial markets and economic conditions have been, and continue to be, volatile and we face risks
associated with the trends in the global economy, such as changes in interest rates, instability in the banking and securities markets around the world, the risk of sovereign defaults, and reduced levels of growth, among other factors. Major
market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business, results of operations or impair our ability to borrow under our loan agreements or any future financial
arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets. Many lenders increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms
similar to current debt and reduced (or in some cases ceased to provide) funding to borrowers and other market participants, including equity and debt investors and, in some cases, have been unwilling to provide financing on attractive terms or
even at all. While recent developments in the global credit markets have been supportive of borrowing and refinancing, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms or at all. In
the absence of available financing or financing on favorable terms, we may be unable to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures.
Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect
on our operations and financial results.
If significant tariffs or other restrictions are imposed on imports by the U.S. and related countermeasures are
taken by impacted foreign countries, our business, including results of operations, cash flows and financial condition, may be adversely affected. In January 2025, during the initial days of President Trump's second term, the U.S. announced
the imposition of additional substantial tariffs on imports from various countries, including China, Canada and Mexico, and the subject countries have imposed or indicated their intention to impose counter measures. In February 2025, the U.S.
imposed tariffs of 10% on all imported goods from China, followed by an additional 10% tariff in March 2025. The U.S. also imposed a 25% tariff on all steel and aluminum imports, beginning in March 2025. On February 13, 2025, President Trump
ordered his trade advisers to come up with “reciprocal” tariffs on U.S. trade partners to retaliate against taxes, tariffs, regulations and subsidies and on April 2, 2025, announced new tariffs on many U.S. trading partners, including a
universal baseline tariff of 10% on all imported goods, and country specific tariffs such as an additional 34% tax on imports from China (leading to an effective rate of 54% when combined with existing tariffs) and 20% on products from the
E.U. Specific products that are being tariffed, such as automobiles, were to be exempted from the new tariffs, and tariffs on products such as pharmaceutical drugs were to be announced at a later date. Following a period of market turbulence,
on April 9, 2025, President Trump announced a 90-day pause to the tariffs announced on April 2, 2025 for most countries. Countries subject to the pause on the tariffs are still to be subject to the baseline 10% tariff. This consequently
lowers the tariff rate for the E.U., Japan, and South Korea, among other countries. However, President Trump announced an increased tariff rate against Chinese imports of a minimum 145%. These and other tariffs and countermeasures could
increase the cost of raw materials and components that we transport, disrupt global supply chains and create additional operational challenges. If further tariffs are imposed on a broader range of imports, or if retaliatory trade measures are
enacted by affected countries, these factors could reduce demand for commodities carried by sea, result in the loss of customers and harm our competitive position in key markets. Additionally, ongoing trade tensions and uncertainty regarding
future trade policies could negatively impact global economic conditions and consumer confidence, further affecting our business performance.
Political instability, terrorist attacks or other attacks, war, and international hostilities could affect our business, results of operations, cash flows and financial
condition.
We conduct most of our operations outside of the United States and our business, results of operations, cash flows, financial condition and available cash may be adversely affected by changing
economic, political and governmental conditions in the countries and regions where our vessels or vessels we may acquire 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 uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas and Hezbollah, Russia and NATO tensions, U.S. and NATO tensions, China and Taiwan disputes, U.S. and China trade
relations, instability between Iran and the West, hostilities between the U.S. and North Korea and the U.S. and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks
controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit, or another withdrawal from the EU, terrorist or other attacks (or threats thereof)
around the world and war (or threatened war) or international hostilities. Such events may contribute to further economic instability in the global financial markets and international commerce and could also adversely affect our ability to
obtain additional financing on terms acceptable to us or at all.
The war between Russia and Ukraine may lead to further regional and international conflicts or armed action. This war has disrupted supply chains and caused instability in the energy markets
and the global economy, with effects on shipping freight rates, which have experienced volatility. The U.S. and the United Kingdom, among other countries, as well as the EU, have announced unprecedented economic sanctions and other penalties
against certain persons, entities, and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of
Russian oil, liquefied natural gas, and coal. These sanctions have caused supply disruptions in the oil and gas markets and could continue to cause significant volatility in energy prices, which could result in increased inflation and may
trigger a recession in the U.S. and China, among other regions. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition,
results of operations, and cash flows.
The ongoing war between Russia and Ukraine could result in the imposition of further economic sanctions by the United States, the United Kingdom, the European Union, or other countries against
Russia, trade tariffs, or embargoes with uncertain impacts on the markets in which we operate. In addition, the U.S. and certain other NATO countries have been supplying Ukraine with military aid. U.S. officials have also warned of the
increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the drybulk industry, including ours, and could create economic uncertainty particularly if such attacks spread to a broad array of
countries and networks. Although Ukraine and Russia reached an agreement to extend an arrangement allowing shipment of grain from Ukrainian ports through a humanitarian corridor in the Black Sea in November 2022, Russia terminated this
agreement in July 2023. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operations, and cash flows.
Continuing war and recent developments in Ukraine, the Middle East, tensions between the U.S. and Iran, the war between Israel and Hamas, and the conflict in the Red Sea, as well as other
geographic countries and areas, terrorist or other attacks, and war (or threatened war) or international hostilities, such as the ones currently in progress between Russia and Ukraine, Israel and Hamas, China and Taiwan, and the U.S. and North
Korea, have recently and may in the future lead to armed conflict or acts of terrorism around the world, which may contribute to further economic instability in the global financial markets and international commerce. These uncertainties could
also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.
Past terrorist attacks and the ongoing threat of future incidents worldwide continue to instigate uncertainty in the global financial markets, potentially affecting our business, operating
outcomes and financial condition. Recent acts of terror perpetrated by Houthi rebels in the Red Sea region further heighten concerns about the impact on maritime transportation along key routes, such as the Red Sea route, affecting our shipping
operations. Although our business is not directly impacted by the war between Israel and Hamas, the related missile attacks by the Houthi regime in the Red Sea area has led to the diversion of a large part of the world fleet away from the Red
Sea, increasing the ton-mile demand for most shipping sectors, including dry bulk, and resulting in higher freight rates. Rerouting away from the most convenient route for connecting East trade to the West and vice versa may, however, lead to
increased operational costs and higher revenues. In case our vessels trade or transit via the Red Sea, we may incur increased insurance costs. While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is
possible that such tensions could result in the eruption of further hostilities in other regions, including the Red Sea, and could adversely affect our business, financial condition, results of operations and cash flows. A cease-fire between
Israel and Hamas was declared on January 15, 2025, but there is no certainty that the cease-fire will continue. Further President Trump’s proposal to annex Gaza has raised fears that Houthi militant group could renew its threat against
commercial ships crossing the Red Sea, after declaring in January 2025 that it would stop targeting most vessels following the Israel-Hamas ceasefire.
Ongoing conflicts and recent developments in regions such as Ukraine, Russia, North Korea, Myanmar, and the Middle East (including Iran, Iraq, Israel, Palestine, Syria, the Persian Gulf,
Yemen), coupled with the presence of the United States or other armed forces in the Middle East, may lead to additional acts of terrorism and armed conflict globally. These events may contribute to heightened economic instability in the
worldwide financial markets. Significant tariffs or other restrictions being imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries, may be adversely affect our business, results of operations, cash
flows, and financial condition. See “— Significant tariffs or other restrictions imposed on imports by the U.S. and related countermeasures taken by impacted foreign countries could have a material adverse effect on our operations and financial
results.”
In the past, political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. The
ongoing war in Ukraine has resulted in missile attacks on commercial vessels in the Black Sea and the recent outbreak of conflict in the Red Sea has also resulted in missile attacks on vessels. Acts of terrorism and piracy have also affected
vessels trading in regions such as the Gulf of Guinea, the Red Sea, the Gulf of Aden off the coast of Somalia, and the Indian Ocean. Any of these occurrences could have a material adverse impact on our future performance, results of operations,
cash flows, financial position, and our ability to pay cash distributions to our shareholders.
Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses.
The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:
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crew strikes and/or boycotts;
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acts of God;
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damage to or destruction of vessels due to marine disaster;
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terrorism, piracy or other detentions;
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environmental accidents;
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cargo and property losses or damage; and
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business interruptions caused by mechanical failure, grounding, fire, explosions and collisions, human error, war, political action in various countries, labor strikes, epidemics or pandemics, adverse weather conditions or other
circumstances or events.
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Any of these circumstances or events could increase our costs or lower our revenues. Such circumstances could result in death or injury to persons, loss of property or environmental damage,
delays in the delivery of cargo, loss of revenues from or termination of charter contracts, governmental fines, penalties, or restrictions on conducting business, litigation with our employees, customers, or third parties, higher insurance
rates, and damage to our reputation and customer relationships, generally, market disruptions, delays, and rerouting and could also subject us to litigation. Epidemics and other public health incidents may also lead to crew member illness,
which can disrupt the operations of our vessels, or result in the imposition of 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. Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to
deductibles and caps or may not cover such losses, and any of these circumstances or events could increase our costs or lower our revenues. Furthermore, the involvement of our vessels and other vessels we may acquire in an environmental
disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could have a material adverse effect on our business, results of operations, and financial condition, as well as our cash
flows.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The time and costs of repairs are unpredictable and may be substantial. We may have to pay repair costs that
our insurance does not cover in full. The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs and repositioning, would decrease our earnings. In addition, space at drydocking
facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility and be forced to travel to a drydocking facility that is not conveniently located to
our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities, or both, would decrease our earnings.
Increases in fuel prices may adversely affect our profits.
The cost of fuel is a significant factor in negotiating voyage freight rates, although we generally do not directly bear the cost of fuel for vessels operating on time charters. As a result, an
increase in the price of fuel may adversely affect our profitability if freight rates fail to rise to the extent required to cover a rise in the cost of fuel. 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 members of the Organization of the Petroleum Exporting Countries, and other oil and gas producers, the imposition of new regulations adopted by the
International Maritime Organization, or IMO, war and unrest in oil producing countries and regions, regional production patterns, and environmental concerns and regulations. While fuel prices remained generally lower in 2024 and 2023 as
compared to 2022, fuel has and may become much more expensive in the future, including as a result of the ongoing war in Ukraine and the sanctions against Russia, the imposition of tariffs and trade restrictions, the imposition of sulfur oxide
emissions limits in January 2020, and reductions of carbon emissions from January 2023 under new regulations adopted by the IMO, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such
as truck or rail.
Upon redelivery of any vessels at the end of a period time charter or a voyage charter, we may be obligated to repurchase bunkers on board at prevailing market prices, or purchase bunkers to
refuel the vessel in case of a voyage charter, which could be materially higher than fuel prices at the inception of the charter period. However, given the current time charter agreements of our vessels and our chartering strategy, this cost is
projected to be immaterial in the short to medium term. If in the future we decide to operate vessels on a voyage basis, then fuel would be the largest expense that we would incur with respect to vessels operating on voyage charter. Voyage
charter contracts generally provide that the vessel owner bears the cost of fuel in the form of bunkers, which is a material operating expense, while under time charter agreements fuel expenses are borne by the charterers. We currently cannot
guarantee that we will continue to employ our vessels on a time charter basis, or that we will hedge our fuel costs on any prospective future voyage charters. As a result, an increase in the price of fuel may negatively affect our profitability
and cash flows in the future.
Our revenues are subject to seasonal fluctuations, which could affect our results of operations and ability to service our debt or pay dividends.
We operate 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
results of operations. The dry bulk shipping 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 schedules and supplies of certain commodities. This seasonality should not affect our operating results if our vessels are employed on fixed rate period time charters, but
because the majority of our vessels are employed (and vessels we may acquire may be employed) in the spot voyage market, or on index-linked charters, seasonality may increase the volatility of, and materially affect, our operating results and
cash flows, as well as our ability to pay dividends, if any, in the future.
Climate change and greenhouse gas restrictions may be imposed.
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, the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. For instance, the IMO imposed a global 0.5% sulfur cap on
marine fuels, down from the previous cap of 3.5%, which came into force on January 1, 2020. In addition, in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to tackle harmful
emissions and, which identifies “levels of ambition” towards reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through the implementation of further phases of EEDI for new ships; (2) reducing carbon
dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030 compared to 2008 emission levels; and (3) pursuing net-zero greenhouse gas emissions by or around 2050 while pursuing efforts towards
phasing them out entirely. At the conclusion of MEPC 82, a draft legal text was used as a basis for ongoing talks about mid-term GHG reduction measures, which are expected to be adopted in 2025. The proposed mid-term measures include a
goal-based marine fuel standard, phasing in the mandatory use of fuels with less GHG intensity, and a global GHG emission pricing mechanism. These regulations and any additional regulations addressing similar goals could cause us to incur
additional substantial expenses and could have a material adverse effect on our business, operating results, cash flows and financial condition and our ability to pay dividends. See “Item 4. Information on the Company—B. Business
Overview—Environmental and Other Regulations” for a discussion of these and other environmental regulations applicable to our operations.
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
(this task was delegated under the Kyoto Protocol to the IMO for action), which required adopting countries to implement national programs to reduce emissions of certain gases, 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.
Furthermore, on January 1, 2024, the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect, and the FuelEU Maritime Regulation came into effect on
January 1, 2025. The ETS applies gradually over the period from 2024 to 2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of
allowances would have to be surrendered in 2027 for the year 2026. Compliance is on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial
operator/ship manager/bareboat charterer who assumes all duties and responsibilities for the ship under the ISM Code, as well as the responsibility for full compliance under the ETS. If the latter contractual arrangement is entered into this
needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme. The cap under the ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted,
from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the
EU). Furthermore, the newly passed EU Directive 2023/959 makes clear that all maritime allowances would be auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime. If we do
not have allowances, we will be forced to purchase allowances from the market, which can be costly. To prepare for and manage the administrative aspects of EU ETS compliance, we have made significant investments in new systems, including
personnel, data management, cost recovery mechanisms, revised service agreement terms, and transparent emissions reporting procedures. However, the cost of future cost of compliance and of our future EU emissions and costs to purchase an
allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of
allowances.
Additionally, on July 25, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805 (“FuelEU”) under the FuelEU Initiative of its
“Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, FuelEU requires that greenhouse gas intensity of fuel used by covered vessels is reduced by
2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank surplus emissions
and borrow compliance balances from future years. A FuelEU Document of Compliance is required to be kept on board a vessel to show compliance by June 30, 2026. Both the ETS and FuelEU schemes have significant impacts on the management of the
vessels calling to EU ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers.
Adverse consequences of climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example,
increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for coal in the future, one of the primary cargoes carried by our vessels. In addition, the physical effects of climate change,
including changes in weather patterns, extreme weather events, rising sea levels, and scarcity of water resources, may negatively impact our operations. Any long-term economic consequences of climate change could have a significant financial
and operational adverse impact on our business that we cannot predict with certainty at this time.
Technological developments which affect global trade flows and supply chains are challenging some of our largest customers and may therefore affect our business and results
of operations.
By reducing the cost of labor through automation and digitization, including by means of new technologies in artificial intelligence and machine learning, among others, and empowering consumers
to demand goods whenever and wherever they choose, technology is changing the business models and production of goods in many industries, including those of some of our largest customers. Consequently, supply chains are being pulled closer to
the end-customer and are required to be more responsive to changing demand patterns. As a result, fewer intermediate and raw inputs are traded, which could lead to a decrease in shipping activity. If automation and digitization become more
commercially viable and/or production becomes more regional or local, total containerized trade volumes would decrease, which would adversely affect demand for our services. Supply chain disruptions caused by geopolitical and economic events,
pandemics, rising tariff barriers and environmental concerns also accelerate these trends.
Our operations may be adversely impacted by severe weather, including as a result of climate change.
Tropical storms, hurricanes, typhoons, and other severe marine weather events could result in the suspension of operations at the planned ports of call for our vessels and require significant
deviations from planned routes. In addition, climate change could result in an increase in the frequency and severity of these extreme weather events. The closure of ports, rerouting of vessels, damage of production facilities, as well as other
delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, results of operations and financial condition.
Tax law changes may result in significant additional taxes to us.
Tax law changes may result in significant additional taxes to us. For example, the Organization for Economic Cooperation and Development (the “OECD”)
published a “Programme of Work,” which was divided into two pillars. Pillar One focused on the allocation of group profits among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment” concept.
Pillar Two, among other things, operates to impose a minimum tax rate of 15% calculated on a jurisdictional basis. More than 130 countries have signed on to the Pillar Two rules released in December 2021 that, among other provisions, give the
countries the right to “tax back” profit that is currently taxed below the minimum 15% rate. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2023 and 2024. Presently, it is difficult to assess if and to
what extent such changes will impact our tax burden. Further developments and unexpected implementation mechanics could adversely affect our effective tax rate or result in higher cash tax liabilities. Any requirement or legislation that
requires us to pay more tax could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends.
Increased regulation and scrutiny of environmental, social and governance matters may impact our business and reputation.
In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social and governance matters, or ESG,
which are considered to contribute to the long-term sustainability of a company’s performance.
A variety of organizations measure the performance of companies on such ESG topics and the results of these assessments are widely publicized. In addition, investment in funds that specialize
in companies that perform well in such assessments are increasingly popular and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions. Topics taken into account in such
assessments include, among others, the company’s efforts and impact on climate change and human rights, ethics, and compliance with laws, and the role of our board of directors in supervising various sustainability issues.
We actively manage a broad range of such ESG matters, taking into consideration their expected impact on the sustainability of our business over time, and the potential impact of our business
on society and the environment. As far as the environmental aspect is concerned, since 2018 we have commenced implementing technical and operational measures aiming to improve the energy efficiency of our vessels and in extension reduce the CO2
emissions of the fleet. During 2023 the attained EEXI for all our vessels have been calculated in accordance with regulation 23 of MARPOL Annex VI and the 2021 Guidelines on the method of calculation of the attained Energy Efficiency Existing
Ship Index (EEXI) (resolution MEPC.333(76)) (EEXI Calculation Guidelines). All EEXI technical files containing the necessary information have been prepared in cooperation with the vessels’ recognized organizations, for which the on-board survey
application is in progress. In addition, we have completed various biofuel trials in cooperation with leading charterers and operators. Moreover, we have installed ballast water treatment systems, Energy Saving Devices, including artificial
intelligence assisted remote performance monitoring systems, applied Existing Vessel Design Index, or EVDI, upgrades, very low friction silicon hull paints and hydrodynamic performance improving technologies, which constitute examples of the
environmental practices we have adopted and aim to continue adopting on most of our vessels. We participate in various environmental initiatives in our industry and technical committees promoting various ESG matters. We have also secured and
entered into two sustainability-linked financings for five of our vessels. However, in light of investors’ increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet
the industry’s or society’s expectations as to our proper role. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of
operations, including the sustainability of our business over time.
On March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings. The final rules were set to become effective on
May 28, 2024, 60 days following publication of the adopting release in the Federal Register. However, these rules were challenged in federal courts, and, in April 2024, the SEC announced that it would voluntarily stay the effectiveness of the
rules pending judicial review. On February 11, 2025, acting SEC Chair Mark Uyeda directed the Commission’s staff to pause their legal defense of the rules and request that the Court not schedule the case for argument. On March 27, 2025, the
SEC voted to end its defense of the rules and sent a letter to the Eight Circuit Court of Appeals withdrawing its defense of the rules. The rules remain in place (though not effective), unless the SEC formally withdraws or rescinds the rules,
or the Eighth Circuit finds the rules invalid.
Moreover, from time to time, we may incur additional costs, establish and publicly announce goals and commitments in respect of certain ESG items. While we may create and publish voluntary
disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or
forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the
lack of an established single approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting scrutiny from
market participants or regulators could adversely affect our reputation and/or our access to capital.
Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that
could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares.
During the year ended December 31, 2024, none of our vessels called on ports located in countries subject at that time to comprehensive sanctions and embargoes imposed by the U.S. government or
countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers’ instructions, subject to any
applicable insurance arrangements and prior approvals, if required. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such
sanctions and embargo laws and regulations may be amended or strengthened over time.
We believe that we are currently in compliance with all applicable sanctions and embargo laws and regulations. In order to maintain compliance, we monitor and review the movement of our vessels
on a daily basis.
We endeavor to provide that all or most of our future charters include provisions and trade exclusion clauses prohibiting the vessels from calling on ports where there is an existing U.S.
embargo. Furthermore, as of the date hereof, neither the Company nor its subsidiaries have entered into or have any plans to enter into, directly or indirectly, any contracts, agreements or other arrangements with the governments of Iran,
Syria, North Korea, Cuba or any entities controlled by the governments of these countries.
Due to the nature of our business and the evolving nature of the foregoing sanctions and embargo laws and regulations, there can be no assurance that we will be in compliance at all times 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 some investors deciding, or being required, to divest their interest, or refrain from investing, 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 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 common shares may adversely affect the price at which our common 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 in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are
unrelated to those countries or entities controlled by their governments.
Sulfur regulations to reduce air pollution from ships have required retrofitting of vessels and may cause us to incur significant costs.
Since January 1, 2020, IMO regulations have required vessels to comply with a global cap on the sulfur in fuel oil used on board of 0.5%, down from the previous cap of 3.5%. The interpretation
of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Compliance with this regulation is achieved by (i) using 0.5% sulfur fuels on board, which are available at a higher cost; (ii) installing “scrubbers” for
cleaning of the exhaust gas; or (iii) retrofitting vessels to be powered by liquefied natural gas (LNG), which may not yet be an economically viable option due to the lack of supply network and high costs involved in this process. Our vessels
comply by burning low sulfur fuel (0.5% or 0.1%). We have further developed ship specific implementation plans for safeguarding the smooth transition with the usage of compliant fuels for vessels we may acquire that will not be equipped with
scrubbers. However, due to the fact that the Mediterranean Sea will become a 0.1% sulfur emission control area by May 1, 2025, we may consider installing scrubbers in some of our vessels, if such investment is deemed beneficial. Costs of
ongoing compliance may have a material adverse effect on our future performance, results of operations, cash flows and financial position. See “Business—Environmental and Other Regulations—International Maritime Organization.”
We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.
Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force
in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those governing oil spills, discharges to air and water, ballast water management, and the handling and disposal of
hazardous substances and wastes. These requirements include, but are not limited to, EU regulations, the U.S. Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA,
the U.S. Clean Air Act, including its amendments of 1977 and 1990, or the CAA, the U.S. Clean Water Act, or the CWA, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, and regulations of the IMO. These include, but are not
limited to, the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as CLC, the IMO International Convention for the Prevention of Pollution from Ships of 1973, as
from time to time amended and generally referred to as MARPOL, including the designation of emission control areas, or ECAs, thereunder, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and
generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966, as from time to time amended and generally referred to as the LL Convention, the International Convention on Civil Liability for Bunker Oil Pollution
Damage, generally referred to as the Bunker Convention, the IMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, generally referred to as the ISM Code, the International Convention for the Control
and Management of Ships’ Ballast Water and Sediments, generally referred to as the BWM Convention, and the International Ship and Port Facility Security Code, or ISPS.
We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to the 0.5% sulfur cap on marine
fuels, air emissions including greenhouse gases, the management of ballast water, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address
pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. Because such conventions, laws and regulations are often revised, we cannot
predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale price or useful life of vessels we may acquire in the future. Additional conventions, laws and regulations may be adopted
which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations.
Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending
on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard. Compliance with the D-2 standard involves 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. Vessels are required to meet the discharge standard D-2 by installing an approved Ballast Water Management System (or BWMS). Pursuant to
the BWM Convention amendments, BWMSs installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMSs installed before October 28, 2020 must be approved taking into account guidelines developed by the IMO or
the BWMS Code. Ships sailing in U.S. waters are required to employ a type-approved BWMS which is compliant with United States Coast Guard, or USCG, regulations. Amendments to the BWM Convention entered into force in June 2022 concerning
commissioning testing of BWMS and the form of the International Ballast Water Management Certificate. Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book,
entered into force on February 1, 2025. All of our vessels are equipped with Ballast Water Treatment Systems ensuring compliance with the new environmental regulations. Nevertheless, we might incur compliance costs for any vessels we might
acquire in the future, which might have a substantial effect on our profitability. Additionally, 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.
Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit, or VGP, program and U.S. National Invasive Species Act, or
NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the U.S. Coast Guard develop implementation,
compliance, and enforcement regulations regarding ballast water. It intends to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the commercial vessel community. The US Environmental Protection
Agency, or EPA, has indicated that new federal discharge standards for vessels may be published in autumn 2024. The VIDA gave the EPA two years to develop new national discharge standards for vessels and the U.S. Coast Guard another two years
to develop regulations and best management practices to implement and enforce those standards. VIDA also specifies that the provisions of the VGP will continue to apply until EPA and the U.S. Coast Guard publish their final regulations,
regardless of how long that takes, and that the permit cannot be modified during that time. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and
in November 2020, held virtual public meetings. On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received
from the USCG. On September 20, 2024, the EPA finalized national standards of performance for non-recreational vessels 79-feet in length and longer with respect to incidental discharges and on October 9, 2024, the Vessel Incidental Discharge
National Standards of Performance were published. Within two years of publication, the USCG is required to develop corresponding implementation regulations. If the USCG spends the full two years to finalize the corresponding enforcement
standards, the current 2013 VGP scheme will remain in force until 2026. Several U.S. states have added specific requirements to the Vessel General Permit including submission of a Notice of Intent, or NOI, or retention of a Permit Authorization
and Record of Inspection (PARI) form and submission of annual reports. This rule changes may have financial impact on our vessels and may result in vessels being banned from calling in the U.S. in case compliance issues arise.
Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business.
International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Since the events of September 11,
2001, there have been a variety of initiatives intended to enhance vessel security, such as the MTSA, which are the U.S. Coast Guard’s 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. In addition, pursuant to the SOLAS Convention, dry bulk vessels and the ports in which we plan to operate are subject to the ISPS Code. These security
procedures can result in seizure of vessel cargo, delays in the loading, discharging or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, vessels. Future changes to the
existing security procedures may be implemented that could affect the dry bulk sector. These changes have the potential to impose additional financial and legal obligations on vessels and, in certain cases, to render the shipment of certain
types of goods uneconomical or impractical. These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative impact on our business, revenues and customer relations.
Acts of piracy on ocean-going vessels could adversely affect our business.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean, and the Gulf of
Guinea region off the coast of Nigeria, which has experienced increased incidents of piracy in recent years. Sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, the Gulf of Guinea, and the Strait of
Malacca, with dry bulk vessels particularly vulnerable to such attacks. Acts of piracy could result in harm or danger to the crews that man our vessels. Additionally, if piracy attacks result in regions in which our vessels are deployed being
characterized as “war risk” zones by insurers or if our vessels are deployed in Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly and such insurance coverage may be more
difficult to obtain, if available at all. In addition, crew and security equipment costs, including costs that may be incurred to employ onboard security armed guards, could increase in such circumstances. Furthermore, while we believe the
charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not
“on-hire” for a certain number of days and is therefore entitled to cancel the charterparty, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels could have a material adverse impact on our business, financial condition, and
results of operations.
The operation of dry bulk vessels has specific operational risks.
The operation of dry bulk vessels has certain unique risks. With a dry bulk vessel, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk
cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk vessels are often subjected to battering treatment during discharging operations with grabs, jackhammers (to pry encrusted cargoes out of
the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during discharging procedures may affect a vessel’s seaworthiness while at sea. Hull fractures in dry bulk vessels may lead to the
flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.
If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition,
and results of operations. In addition, the loss of a vessel could harm our reputation as a safe and reliable vessel owner and operator.
If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes
longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations.
The hull and machinery of every commercial vessel must be certified 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.
A vessel must undergo annual, intermediate and special surveys. The vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a
five-year period. At the beginning, during, and at the end of this cycle, every vessel is required to undergo inspection of her underwater parts that usually includes dry-docking. These surveys and dry-dockings can be costly and can result in
delays in returning a vessel to operation.
If any vessel does not maintain its class, the vessel will not be allowed to carry cargo between ports and cannot be employed or insured. Any such inability to carry cargo or be employed, or
any related violation of the covenants under our loans or other financing agreements, could have a material adverse impact on our financial condition and results of operations.
As we employ seafarers covered by industry-wide collective bargaining agreements, a failure of industry groups to renew such agreements may disrupt our operations and
adversely affect our earnings.
We employ a large number of seafarers. All the seafarers employed on our vessels are covered by industry-wide collective bargaining agreements that set minimum standards in wages and labor
conditions. We cannot assure you that these agreements will be renewed as necessary or will prevent labor interruptions. Any labor interruptions could disrupt our operations and harm our financial performance.
Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flows.
Crew members, suppliers of goods and services to a vessel, shippers of cargo 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 a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of
funds to have the arrest lifted, which would have a material adverse effect on our financial condition and results of operations.
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 of our vessels for claims relating to another of our vessels.
Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and
available cash.
A government could requisition for title or hire one or more of our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government
could requisition a vessel for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency.
Although we would be entitled to compensation in the event of a requisition, the amount and timing of payment of such compensation is uncertain. Government requisition of one or more of our vessels could have a material adverse effect on our
financial condition and results of operations.
Risks Relating to Our Company
The market values of our vessels may decrease, which could limit the amount of funds that we can borrow in the future or trigger breaches of certain financial covenants
under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
The fair market values of our vessels are related to prevailing freight charter rates. While the fair market value of vessels and the freight 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. A decrease in the market value of our vessels could require us to raise additional capital in order to remain
compliant with our loan covenants or the covenants in the other financing agreements and could result in the loss of our vessels (including through foreclosure by our lenders and lessors) and adversely affect our earnings and financial
condition.
The market value of dry bulk vessels, and Capesize dry bulk carriers in particular, has historically exhibited great volatility. From 2010 until today, the standard 182,000 dwt Capesize yard
resale prices have fluctuated from $35.0 million in March 2016 to $77.0 million in May 2024. Very similar trends have also been witnessed in the Kamsarmax and Panamax sectors.
The fair market value of our vessels is dependent on other factors as well, including:
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prevailing levels of charter rates;
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general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply;
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competition from other shipping companies;
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types, sizes, and age of vessels;
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sophistication and condition of the vessels;
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advances in vessel efficiency, such as the introduction of autonomous vessels;
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where the vessel was built, as-built specifications, and subsequent modifications and improvements;
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lifetime maintenance record;
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supply and demand for vessels;
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number of newbuilding deliveries;
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number of vessels scrapped or otherwise removed from the world fleet;
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the scrap value of vessels;
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cost of secondhand tonnage;
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cost of newbuilding vessels;
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cost of secondhand vessel acquisitions;
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changes in environmental and other regulations that may limit the useful life of vessels;
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decreased costs and increases in use of other modes of transportation;
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whether the vessel is equipped with scrubbers or not;
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global economic or pandemic-related crises;
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governmental and other regulations, including environmental regulations;
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ability of buyers to access financing and capital;
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technological advances; and
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the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
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In addition, as vessels age, they generally decline in value. If the fair market value of our vessels declines, we may not be in compliance with certain covenants in our current or future loan
agreements and other financing agreements we may enter into, and our lenders or lessors could accelerate our indebtedness or require us to pay down our indebtedness to a level where we are again in compliance with such covenants, or foreclose
their liens. If any of our future loan agreements and other financing agreements are accelerated, we may not be able to refinance our debt or obtain additional funding.
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. Furthermore, if we sell
one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our carve-out financial statements, resulting in a loss on sale or an impairment loss being recognized, leading
to a reduction in earnings.
If we fail to manage our planned growth properly, we may not be able to successfully expand our fleet.
As part of our growth strategy, we may acquire additional vessels in the future. Further, we may expand our fleet into other seaborne transportation sectors depending on available
opportunities. Our ability to manage our planned growth will primarily depend on our ability to:
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generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service;
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finance our operations;
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identify opportunities to enter other seaborne transportation sectors;
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locate and acquire suitable vessels;
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identify and consummate acquisitions or joint ventures;
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integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations;
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hire, train, and retain qualified personnel and crew to manage and operate our growing business and fleet; and
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expand our customer base, including in new sectors.
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Growing any business by acquisitions presents numerous risks and challenges, such as obtaining acquisition financing on acceptable terms or at all, handling undisclosed liabilities and
obligations, obtaining and/or maintaining additional qualified personnel, managing relationships with customers and suppliers, and integrating newly acquired operations into existing infrastructures. We may not be successful in executing our
growth plans and we may incur significant additional expenses and losses in connection therewith.
Newbuilding projects are subject to risks that could cause delays.
We may enter into newbuilding contracts in connection with our vessel acquisition strategy. Newbuilding construction projects are subject to risks of delay inherent in any large construction
project from numerous factors, including shortages of equipment, materials, or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or
performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes, work
stoppages and other labor disputes, adverse weather conditions, or any other events of force majeure. A shipyard’s failure to deliver a vessel on time may result in the delay of revenue from the vessel. Any such failure or delay could have a
material adverse effect on our results of operations.
We may be unable to obtain financing for vessels we may acquire.
We can offer no assurance that we will be able to obtain the necessary financing for the acquisition of any vessels we may acquire in the future, on attractive terms or at all. If financing is
not available when needed, or is available only on unfavorable terms, we may be unable to meet our purchase price payment obligations and complete the acquisition of such vessels and expand the size of our fleet. If we fail to fulfill our
commitments thereunder, due to an inability to obtain financing or otherwise, we may also be liable for damages for breach of contract. Our failure to obtain the funds for these capital expenditures could have a material adverse effect on our
business, results of operations, and financial condition, as well as our cash flows.
Vessels we may acquire in the future are not delivered on time or are delivered with significant defects, our earnings and financial condition could suffer.
We may acquire additional vessels in the future. A delay in the delivery of any vessels to us, the failure of the contract counterparty to deliver a vessel at all, or us not taking delivery of
a vessel could cause us to breach our obligations under the acquisition contract or under a related time charter and become liable for damages for breach of contract or could otherwise adversely affect our financial condition and results of
operations. In cases where the fault lies with the contract counterparty, we would be entitled to compensation, but the amount and timing of payment of such compensation is uncertain. In addition, the delivery of any vessel with substantial
defects could have similar consequences and, although we intend to inspect the condition of the vessels pre-acquisition, there is no assurance that we will be able to identify such defects. We have not received in the past, and do not expect to
receive in the future, the benefit of warranties on any secondhand vessels we acquire. Any of these circumstances or events could have a material adverse effect on our business, results of operations, cash flows, and financial condition.
Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities.
As of December 31, 2024, we had approximately $100.5 million in debt outstanding across our loan facilities, sale and leaseback transactions and financial leases. We may also incur further
indebtedness in connection with the acquisition of additional vessels, although there can be no assurance that we will be successful in identifying further vessels or securing such debt financing. Significant levels of debt could have important
consequences for us, including the following:
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions, or other purposes may be impaired, or such financing may be unavailable on favorable terms, or at all;
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we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for operations, future
business opportunities, and any future dividends to our shareholders;
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our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and
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our debt level may limit our flexibility in responding to changing business and economic conditions.
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Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and
financial, business, regulatory, and other factors, some of which are beyond our control, as well as the interest rates applicable to our outstanding indebtedness. If the value of our vessels does not sufficiently serve as security for our
lenders, or if our operating income is not sufficient to service our indebtedness, we will be forced to take actions, such as reducing or delaying our business activities, acquisitions, investments, or capital expenditures, selling assets,
restructuring or refinancing our debt, or seeking additional equity capital. We may not be able to effect any of these remedies on satisfactory terms, or at all. In addition, a lack of liquidity in the debt and equity markets could hinder our
ability to refinance our debt or obtain additional financing on favorable terms in the future.
Our financing arrangements contain, and we expect that other future financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate
activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations. In addition, because of the presence of cross-default provisions in our loan agreements, a default by us
under one loan agreement could lead to defaults under other loan agreements and financing agreements.
Our financing agreements contain, and we expect that other future financing arrangements will contain, customary covenants and event of default clauses, financial covenants, restrictive
covenants, and performance requirements, which may affect operational and financial flexibility. Such restrictions could affect and, in many respects, limit or prohibit, among other things, our ability to pay dividends, incur additional
indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities.
There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.
As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions. Our lenders’ and other
financing counterparties’ interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our
revenues, results of operations, and financial condition.
A failure by us to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults under our financing arrangements.
Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or security requirements (the market values of dry bulk vessels have generally experienced high volatility). In the event of a
default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on the respective vessels comprising our fleet. The loss of our vessels could have a material adverse effect on
our business, results of operations, and financial condition.
Our financing arrangements contain, and any financing arrangements we may enter into in the future are expected to contain, cross-default provisions, pursuant to which a default by us under a
loan and the refusal of any one lender or financing counterparty to grant or extend a waiver could result in the acceleration of our indebtedness under any other loans and financing agreements we have entered into.
There can be no assurance that we will obtain waivers, deferrals, and amendments of certain financial covenants, payment obligations and events of default under our loan facilities with our
lenders in the future, if needed.
Volatility of SOFR and potential changes of the use of SOFR as a benchmark could affect our profitability, earnings, and cash flow.
An increase in the Secured Overnight Financing Rate (“SOFR”) would affect the amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our
profitability, earnings, cash flow, and ability to pay dividends. If SOFR performs differently than expected or if our lenders insist on a different reference rate to replace SOFR, that could increase our borrowing costs (and administrative
costs to reflect the transaction), which would have an adverse effect on our profitability, earnings, and cash flows. Alternative reference rates may behave in a similar manner or have other disadvantages or advantages in relation to our future
indebtedness and the transition to SOFR or other alternative reference rates in the future could have a material adverse effect on us.
In order to manage any future exposure to interest rate fluctuations, we may from time-to-time use interest rate derivatives to effectively fix any floating rate debt obligations. No assurance
can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these
derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our loan agreements that require
maintenance of certain financial positions and ratios. Interest rate derivatives may also be impacted by the transition to SOFR or to other alternative rates.
We depend on officers and directors who are associated with Seanergy, which may create conflicts of interest.
Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders. However, Stamatios Tsantanis, who serves as our Chairman and Chief
Executive Officer, is also the Chairman and Chief Executive Officer of Seanergy. In addition, Stavros Gyftakis, who serves as our Chief Financial Officer and as a director, is the Chief Financial Officer of Seanergy, and Christina Anagnostara
and Ioannis Kartsonas, who serve as independent directors, also serve as directors of Seanergy. These officers and directors have fiduciary duties and responsibilities to manage the business of Seanergy in a manner beneficial to it and its
shareholders and may have conflicts of interest in matters involving or affecting us and our customers or shareholders, or when faced with decisions that could have different implications for Seanergy than they do for us. The resolution of
these potential conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Vessel aging and purchasing and operating secondhand vessels, which currently compose our entire fleet, may result in increased operating costs and vessel off-hire, which
could adversely affect our financial condition and results of operations.
The current vessels in our fleet are all secondhand vessels. Our inspection of these vessels or other secondhand vessels prior to purchase does not provide us with the same knowledge about
their condition and the cost of any required or anticipated repairs that we would have had if these vessels had been built for and operated exclusively by us. We have not received in the past, and do not expect to receive in the future, the
benefit of warranties on any secondhand vessels we acquire.
As our current vessels or other secondhand vessels we may acquire age, they may become less fuel efficient and costlier to maintain and will not be as advanced as recently constructed vessels
due to improvements in design, technology, and engineering, including improvements required to comply with government regulations. Rates for cargo insurance, paid by charterers, also increase with the age of a vessel, making older vessels less
desirable to charterers, which could result in lower utilization and, therefore, lower revenues.
In addition, charterers actively discriminate against hiring older vessels. Rightship, the dry bulk ship vetting service founded by Rio Tinto and BHP-Billiton, has become a major vetting
service in the dry bulk shipping industry, which ranks the suitability of vessels based on a scale of one to five stars. There are carriers that may not charter a vessel that Rightship has vetted with fewer than three stars. Therefore, a
potentially deteriorated star rating for our vessels may affect their commercial operation and profitability and vessels in our fleet with lower ratings may experience challenges in securing charters. Effective as of January 1, 2018,
Rightship’s age trigger for a dry cargo inspection for vessels over 8,000 dwt changed from 18 years to 14 years, after which an annual acceptable Rightship inspection will be required. Rightship may downgrade any vessel over 18 years of age
that has not completed a satisfactory inspection by Rightship, in the same manner as any other vessel over 14 years of age, to two stars, which significantly decreases its chances of entering into a charter. One and seven dry bulk vessels in
our fleet have four and three-star risk ratings from Rightship, respectively.
Governmental regulations and safety or other equipment standards related to the age or condition of vessels may require expenditures for alterations, or the addition of new equipment, to our
vessels and may restrict the type of activities in which the vessels 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.
In addition, unless we maintain cash reserves for vessel replacement, we may be unable to replace the current vessels in our fleet upon the expiration of their useful lives. We estimate the
useful life of our vessels to be 25 years from the date of initial delivery from the shipyard. Our cash flows and income are dependent on the revenues we earn by chartering our vessels to customers. If we are unable to replace the vessels in
our fleet upon the expiration of their useful lives, our business, financial condition, and results of operations will be materially adversely affected. Any reserves set aside for vessel replacement would not be available for other cash needs
or dividends.
We also face competition from companies with more modern vessels with more fuel-efficient designs than our current vessels. Competition from more technologically advanced vessels could
adversely affect the chartering opportunities available to us and the charter rates we will be able to negotiate, therefore adversely affecting our business, results of operations, cash flows, and financial condition, while also significantly
decreasing the resale value of our vessels.
Worldwide inflationary pressures could negatively impact our results of operations and cash flows.
Inflation could have an adverse impact on our business and operating results and subsequently on our financial condition both directly through the increase
of operating costs, including crew costs and materials necessary for the operation of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth. Worldwide
economies have in the recent past experienced inflationary pressures, with price increases seen across many sectors globally. In response to the inflationary pressures in recent years, central banks made steep increases in interest rates, which
resulted in increases to the interest rates available to us for the financing of our operations and investment activity. Although central banks have started decreasing interest rates, future monetary policies cannot be guaranteed. If central
banks need to increase interest rates again, or if interest rates otherwise increase significantly, the resulting increase to the interest rates available to us on both existing loans on floating rate and new debt financings or refinancings we
may pursue could adversely affect our cash flows and our ability to complete vessel acquisitions, take advantage of business opportunities, or respond to competitive pressures. Furthermore, if inflationary pressures intensify, we may be unable
to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins and result in deterioration of our financial condition. There is uncertainty regarding inflation due to the likely shift
in policy following numerous elections around the world. Trade tariffs announced by President Trump and retaliatory tariffs and countermeasures from affected countries could trigger economic uncertainty but the impact on inflation is unclear.
Whether the present inflationary pressures will transition to a long-term inflationary environment and the effect of such a development on charter rates, vessel demand, and operating expenses
in the sector in which we operate are uncertain.
The failure of our current or future counterparties to meet their obligations under our contracts, including charter agreements, could cause us to suffer losses or otherwise
adversely affect our business.
We have entered, and plan to enter, into various contracts, including charterparties with our customers, vessel management agreements and other agreements, which subject us to counterparty
risks. The ability and willingness of each of our current or future counterparties to perform its obligations under these contracts 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 dry bulk shipping industry and the industries in which our counterparties operate, the overall financial condition of the counterparties, and the supply and demand for dry bulk commodities.
From time to time, those counterparties may account for a significant amount of our chartering activity and revenues. In addition, in challenging market conditions, there have been reports of
charterers renegotiating their charters or defaulting on their obligations under charter agreements, and so our customers may fail to pay charter hire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations
under agreements with us, it may be difficult to secure substitute employment for such vessel on favorable terms or at all, and any new charter arrangements we secure in the spot market or on time charters could be at lower rates. If our
charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could suffer significant losses, which could have a material adverse effect on our business, financial condition, results of operations, and
cash flows.
Rising crew costs may adversely affect our profits.
Crew costs are anticipated to be a major expense for us. The growing global shipping fleet has led to higher demand for highly skilled and qualified crew,
driving crewing costs upward. If we are unable to raise our rates accordingly, these rising costs could negatively impact our profitability.
We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our
management and our results of operations.
Our success will depend to a significant extent upon the abilities and efforts of our management team, including our ability to retain key members of our management team and the ability of our
management to recruit and hire suitable employees. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our business and
results of operations.
Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.
The operation of an ocean-going vessel carries inherent risks, which include the risk of the vessel or its cargo 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, terrorism, piracy, labor strikes, boycotts, and other similar circumstances or events.
If our vessels suffer damage, they may need to be repaired at a shipyard facility. The time and costs of repairs are unpredictable and may be substantial. The loss of earnings while our vessels
are being repaired and repositioned, as well as the actual cost of these repairs and any repositioning costs, would decrease our earnings and reduce the amount of any dividends in the future. We may also be unable to find space at a suitable
drydocking facility and be forced to travel to a drydocking facility that is not conveniently located to the position of our vessels. For more information, see “—Risks associated with operating ocean-going vessels could affect our business and
reputation, which could adversely affect our revenues and expenses.” We may not have insurance that is sufficient to cover all or any of these costs or losses and may have to pay repair costs not covered by our insurance.
We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations.
We generate all of our revenues and incur the majority of our operating expenses in U.S. dollars, but we currently incur many of our general and administration expenses in currencies other than
the U.S. dollar, primarily the euro. Because such portion of our expenses is incurred in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates,
particularly between the U.S. dollar and the euro, which could affect the amount of net income that we report in future periods. We may use financial derivatives to operationally hedge some of our currency exposure. Our use of financial
derivatives involves 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 results.
We maintain cash with a limited number of financial institutions which will subject us to credit risk.
We maintain all of our cash with a limited number of financial institutions mostly located in Europe.
Generally, only a portion of cash balances are covered by insurance in the event of default by a financial institution. Several banks, including banks in the United States and Switzerland, have
recently been subject to extraordinary resolution procedures or sale because of the risk of such a default. In the event of such a default of a financial institution, we may lose part or all of our cash that we hold deposited with such
financial institution.
We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to pay dividends.
We are a holding company and our subsidiaries, which are all wholly owned by us either directly or indirectly, conduct all of our operations and own all of our operating assets. We have no
significant assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make
these distributions could be affected by the covenants in our loan agreements, a claim or other action by a third party, including a creditor, and the laws of the Republic of the Marshall Islands and the Republic of Liberia, where our
vessel-owning or other subsidiaries are incorporated, which regulate the payment of dividends by companies. If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy our financial obligations.
In addition to its earnings, financial condition, cash requirements and availability, the ability of a subsidiary to make distributions to us could be affected by the covenants in our future
loan agreements or other financing arrangements, a claim or other action by a third party, including a creditor, and the laws of its country of incorporation. If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy
our financial obligations and, consequently, our board of directors may exercise its discretion not to declare or pay any dividend.
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,
which may adversely affect our results of operations.
We operate in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom may have substantially greater
resources than we do. 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. Due in part to the
highly fragmented market, competitors with greater resources 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 higher quality vessels
than we are able to offer. Although we believe that no single competitor has a dominant position in the markets in which we compete, we are aware that certain competitors may be able to devote greater financial and other resources to their
activities than we can, resulting in a significant competitive threat to us. We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the
future.
We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or
proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we
cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be
applicable or sufficient in all cases or insurers may not remain solvent, which may have a material adverse effect on our financial condition.
The shipping industry has inherent operational risks that may not be adequately covered by our insurances. Further, because we obtain some of our insurances through
protection and indemnity associations, we may also be retrospectively subject to calls or premiums in amounts based not only on our own claim records, but also on the claim records of all other members of the protection and indemnity
associations.
We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurances include hull and machinery insurance, war risks insurance,
demurrage and defense insurance, and protection and indemnity insurance (which includes environmental damage and pollution insurance). We do not expect to maintain for our vessels insurance against loss of hire, which covers business
interruptions that result from the loss of use of a vessel, except in cases when our vessels transit through or call at high risk areas. We may not be adequately insured against all risks or our insurers may not pay a particular claim. 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 loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates
for our fleet. Our insurance policies also contain deductibles, caps, limitations, and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. If our insurances are not enough to cover
claims that may arise, the deficiency may have a material adverse effect on our financial condition and results of operations. We may also be retrospectively 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, including pollution-related liability. Our payment of these calls could result in
significant expenses to us.
Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on our business.
We operate throughout the world, including countries with a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a
code of business conduct and ethics which is consistent and in full compliance with 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
action 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, results of operations 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.
We depend on Seanergy and its wholly owned management subsidiaries to partly operate our business and our business could be harmed if they fail to perform such services
satisfactorily.
We have entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage, and certain other services. Certain of these services are
being contracted directly with Seanergy Management Corp. (“Seanergy Management”) or Seanergy Shipmanagement Corp. (“Seanergy Shipmanagement” and together with Seanergy Management, the “Managers”). Our operational success partly depends upon the
Managers’ and Seanergy’s satisfactory performance of these services. Our business would be harmed if the Managers or Seanergy failed to perform these services satisfactorily. In addition, if our management agreements with the Managers or
Seanergy were to be terminated or if their terms were to be altered, our business could be adversely affected, as we may not be able to immediately replace such services, and even if replacement services were immediately available, the terms
offered could be less favorable than those under our existing management agreements.
We depend on third-party managers to manage part of our fleet.
We have entered into technical and commercial management agreements with the Managers and third-party managers for the management of part of our fleet. The Managers may subcontract or arrange
certain aspects of the technical, such as crewing, or the commercial management for our current vessels and any other vessels we may acquire to third parties, including, but not limited to, V.Ships Greece Ltd. (“V.Ships”), Fidelity Marine Inc.
(“Fidelity”), and Global Seaways S.A. (“Global Seaways”). The loss of the services of such third parties or their failure to perform their obligations could materially and adversely affect the results of our operations. Although we may have
rights against these managers if they default on their obligations, we may have no recourse against these parties. In addition, we might not be able to find replacement third-party managers on terms as favorable as those currently in place.
Management fees are payable to the Managers or our third-party managers regardless of our profitability, which could have a material adverse effect on our business,
financial condition, and results of operations.
Pursuant to the management agreements, we are paying to Seanergy Shipmanagement a fixed technical management fee of $14,000 per month for the M/Vs Gloriuship, Synthesea, Nisea, Chrisea,
Cretansea and Goodship, and to Seanergy a fixed administration fee of $325 per vessel per day. We pay our third-party technical managers a fixed management fee of $10,000 per month for the M/V Tradership and M/V Exelixsea. We are also paying to Seanergy Management a fee equal to 0.75% of the gross freight, demurrage, and charter hire collected from the employment of our vessels and a fee equal to 1% of the contract price of
vessels bought, sold or bareboat chartered on our behalf (not including any vessels bought, sold or bareboat chartered from or to Seanergy). These management fees do not cover expenses such as voyage expenses, vessel operating expenses,
maintenance expenses, and crewing costs, for which we will reimburse the technical managers. In addition, we have entered into a commercial management agreement with Fidelity, an independent third party, pursuant to which Fidelity provides
commercial management services for the vessels in our fleet. For such services, we are paying to Fidelity (i) a monthly fee of $5,000 and (ii) commission fees equal to 0.5% of the collected gross hire, freight and demurrage which may be
increased to 1.25% in cases when there is no other ship brokerage firm involved in the negotiations, charterparty drafting and final agreement regarding the employment of our vessels. Under such agreement, we reimburse Fidelity for all
reasonable running and out-of-pocket expenses. These management fees, excluding the commission fees on the gross freight, demurrage and charter hire, are to some extent payable whether or not our vessels are employed and in any case regardless
of our profitability, and we have no ability to require the Managers or our third-party managers to reduce these management fees if our profitability decreases, which could have a material adverse effect on our business, financial condition,
and results of operations.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common shares.
A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. 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, 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.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. 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.
Based upon our current and anticipated method of operations, we do not believe that we should be a PFIC with respect to our 2024 taxable year, and we do not expect to become a PFIC in 2025 or
any future taxable year. In this regard, we intend to treat our gross income from time charters as active services income, rather than rental income. Accordingly, our income from our 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, including case law and U.S. Internal Revenue
Service, or 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, 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 change.
If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. federal income tax consequences and certain information reporting
requirements. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986 as amended, or the Code (which election could itself have adverse consequences for such
shareholders), such shareholders would be liable to pay 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 shareholder’s holding period of our common shares. See “Item 10.E. Taxation – United States Federal Income Tax Consequences – United States Federal Income Taxation of U.S.
Holders – Passive Foreign Investment Company Rules” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.
We may have to pay tax on U.S. source income, which would reduce our earnings.
Under the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation, such as us and our subsidiaries, 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, or “U.S. source gross shipping income” may be subject to a 4% U.S. federal income tax without allowance for deduction, unless that
corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder.
We believe that we qualify for exemption from the 4% tax under Section 883 of the Code for our 2024 taxable year and intend to take this position on our tax return. However, there are factual
circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2025 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
For example, there is a risk that we could fail to qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a five percent or greater interest in our common shares were, in
combination with each other, to own 50% or more of outstanding common shares on more than half the days during the taxable year. See the description of the ownership tests which must be satisfied to qualify for exemption under Section 883 of
the Code in “Item 10.E. Taxation – United States Federal Income Tax Consequences – Exemption of Operating Income from United States Federal Income Taxation.”
Because the availability of the exemption depends on factual circumstances beyond our control, we can give no assurances on the tax-exempt status of ourselves or that of any of our subsidiaries
for our 2025 or subsequent taxable years. If we or our subsidiaries are not entitled to exemption under Section 883, we or our subsidiaries will be subject to the 4% U.S. federal income tax on 50% of any shipping income such companies derive
that is attributable to the transport of cargoes to or from the United States. This tax is a cost, which, if unreimbursed, has a negative effect on our business and results in decreased earnings available for distribution to our shareholders.
We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our share price.
We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a “foreign private issuer” the rules governing the information that we disclose differ from
those governing U.S. corporations pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events
within four days of their occurrence. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and
sales of our securities. Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the
Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the Commission. Accordingly, there may be less publicly available information concerning us than there is for
other U.S. public companies that are not foreign private issuers. These exemptions and scaled disclosure requirements are not related to our status as an emerging growth company, and will continue to be available to us even if we no longer
qualify as an emerging growth company, but remain a foreign private issuer. These factors could make our common shares less attractive to some investors or otherwise harm our share price.
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 shareholders 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 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. 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. To the extent we rely on these or other exemptions, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
The Public Company Accounting Oversight Board inspection of our independent accounting firm could lead to adverse findings in our auditors’ reports and challenges to the
accuracy of our published audited 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 shareholders of most U.S. public companies, we and our shareholders were deprived of the possible benefits of such inspections. Since 2015, Greece 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 financial
statements and the effectiveness of our internal control over financial reporting, and cast doubt upon the accuracy of our published audited financial statements.
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.
Our vessels and other vessels we may acquire may be chartered to Chinese customers and, from time to time on our charterers’ instructions, our vessels may call on Chinese ports. Such charters
and voyages 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 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 conditions, and results of operations.
A recent proposal by the U.S. to impose new port fees on Chinese-operated vessels, Chinese-built vessels, non-Chinese companies operating Chinese-built vessels and companies
with newbuilding orders at Chinese shipyards, and to restrict a percentage of U.S. products to being transported on U.S. vessels could have a material adverse effect on our operations and financial results.
The United States Trade Representative (the “USTR”), has recently put forward significant trade actions under Section 301 of the Trade Act of 1974 with the aim of addressing China's dominance
in the maritime, logistics, and shipbuilding industries. These proposed actions, should they be enacted, have the potential to dramatically increase the port fees and overall operating expenses for ships calling at U.S. ports. Specifically, the
USTR is proposing a series of service fees that would function as direct increases to port-related costs.
The proposal would include a service fee targeting Chinese operators of up to $1.0 million for each instance a vessel operated by a Chinese entity enters a U.S. port. Alternatively, the fee
could be calculated at a rate of up to $1,000 per dwt of the vessel for each port entrance.
Another proposed service fee focuses on operators with fleets comprised of Chinese-built Vessels. Under this proposal, fees could reach as high as $1.5 million each time a Chinese-built vessel
owned by a non-Chinese operator enters a U.S. port. Furthermore, a tiered fee structure is under consideration, based on the proportion of Chinese-built vessels within an operator’s fleet which would apply to all such operator’s vessel,
regardless of build origin. Operators with fleets that are 50% or more Chinese-built could face fees of up to $1.0 million dollars per port call; for operators with fleets that are greater than 25% and less than 50% Chinese-built, the fee could
be up to $750,000 per port call; and for operators whose fleets have greater than 0% and less than 25% percent Chinese-built vessels, the port fee could reach up to $500,000 per vessel entrance. Another option being considered is an additional
fee of up to $1.0 million per port entrance if 25% or more of an operator’s fleet is composed of vessels constructed in China.
A further proposed service fee is aimed at operators with newbuilding orders for Chinese vessels. This fee would be based on the percentage of vessels an operator has ordered from Chinese
shipyards or expects to receive from them within the next 24 months. Operators with 50% or more of their vessel orders placed with Chinese shipyards could be charged up to $1.0 million per vessel entrance. For those with greater than 25% to
less than 50% percent of their orders in Chinese shipyards, the fee could reach $750,000, and for those with greater than 0% to less than 25%, it could be up to $500,000 per vessel entrance. Another possibility is a flat fee of up to $1.0
million dollars per port entrance if 25% or more of an operator’s total vessel orders over the next 24 months are with Chinese shipyards.
Beyond these direct fee increases, the proposed actions also encompass “restrictions on services” designed to promote the transport of U.S. goods on U.S. vessels. These restrictions would be
phased in over several years, starting with a requirement that a small percentage of U.S. exports be transported on U.S.-flagged vessels by U.S. operators, escalating to a larger percentage over time, with a portion specifically mandated to be
on U.S.-flagged and U.S.-built vessels. Another proposed restriction would require U.S. goods to be exported on U.S.-flagged, U.S.-built vessels, with exceptions only granted if operators demonstrate that at least 20% of U.S. products per
calendar year are transported on U.S.-flagged and U.S.-built vessels. These restrictions could reduce the demand for non-U.S. built vessels, including ours.
The actual implementation of these proposed actions remains uncertain. The final form, scope, and effective dates of any measures that are ultimately adopted may significantly differ from the
current proposals. Additionally, specifics, such as applicability to sale and leaseback arrangements with Chinese leasing financiers, has not been clarified. In a sale and leaseback arrangement, the Chinese leasing financiers are the registered
owners of the vessels. Furthermore, retaliatory measures from China or other nations could further compound disruptions and cost increases within the global shipping industry.
In addition to direct port fee increases, retaliatory actions by China or other countries could indirectly impact port-related costs. For example, China could impose retaliatory port fees or restrictions on
vessels of non-Chinese origin calling at Chinese ports, which could disrupt global shipping patterns and potentially increase congestion and costs at ports worldwide, including U.S. ports.
None of the vessels we operate were constructed in China. However, we may enter into sale and leaseback transactions with Chinese financial institutions in the future. Additionally, we may
enter into contracts for the purchase of secondhand vessels constructed in China or shipbuilding contracts for newbuildings constructed in Chinese shipyards. Given the potential magnitude of these proposed port-related fees and the many
uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact. However, if measures similar to those that have been proposed are implemented, port fees for our vessels or vessels
we charter and our operating costs for voyages calling at U.S. ports could materially increase. Even though port fees are typically borne by the charterer, if port fees are assessed due to our ownership of the relevant vessel, it is possible
that charterers may demand that we bear these costs or otherwise reduce the applicable charter rate. This, in turn, could significantly reduce our profitability, negatively impact our ability to compete effectively, and materially and adversely
affect our operations and financial results.
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, which relates to the collection, use,
retention, security, processing, and transfer of personally identifiable information about our customers and employees, may create additional compliance requirements for us. To maintain high standards of corporate governance and public
disclosure, we have invested in, and continue to invest in, reasonably necessary resources to comply with evolving standards.
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. Non-compliance with GDPR or other data privacy laws may expose entities to significant fines or other regulatory claims, which could have an adverse effect
on our business and 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. The safety and security of our vessels as well as 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. Despite our
cybersecurity measures, a successful cyber-attack, including as a result of spam, targeted phishing-type emails, and ransomware attacks, or other breaches of or significant interruption or failure of our information technology systems, 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 or significant interruption or failure 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 or disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer.
Additionally, 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. Any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or
capital expenditures. The war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional
critical infrastructure and financial institutions globally, which could adversely affect our operations. 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 and, therefore, it is difficult to assess the likelihood of such threat and any potential impact at this time.
In July 2023, the SEC adopted rules requiring the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices. A failure to
disclosure could result in the imposition of injunctions, fines and other penalties by the SEC. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any cybersecurity
incident.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Our vessels may call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. Under some
jurisdictions, vessels used for the conveyance of illegal drugs could subject such vessels to forfeiture to the government of these jurisdictions. To the extent our vessels are found with contraband, whether inside or attached to the hull of
our vessels and whether with or without the knowledge of any member of our crew, we may face reputational damage and governmental or other regulatory claims or penalties which could have an adverse effect on our business, results of operations,
cash flows, and financial condition, as well as our ability to maintain cash flows, including cash available for distributions to pay dividends to our shareholders.
The international nature of our operations may make the outcome of any potential bankruptcy proceedings difficult to predict.
The Marshall Islands has passed an act implementing the U.N. Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency, or the Model Law. The adoption of the Model Law is
intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation and coordination between jurisdictions. Notably, the Model Law does not alter the substantive
insolvency laws of any jurisdiction and does not create a bankruptcy code in the Marshall Islands. Instead, the Act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with
access to courts in the Republic of Liberia and the Marshall Islands, and the cooperation with foreign courts. Consequently, in the event of any bankruptcy, insolvency or similar proceedings involving us or one of our subsidiaries, bankruptcy
laws other than those of the United States could apply. We have limited operations in the United States. If we become a debtor under the United States bankruptcy laws, 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 United States bankruptcy court would be entitled to, or
accept, jurisdiction over such bankruptcy case or that courts in other countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it
had jurisdiction.
Risks Relating to Our Common Shares
The market price of our common shares may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell our
common shares.
The market price of our common shares may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control. Among the factors that could in
the future affect our share price are:
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quarterly variations in our results of operations;
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changes in market valuations of similar companies and stock market price and volume fluctuations generally;
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changes in earnings estimates or the publication of research reports by analysts;
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speculation in the press or investment community about our business or the shipping industry generally;
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strategic actions by us or our competitors such as acquisitions or restructurings;
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the thin trading market for our common shares, which makes it somewhat illiquid;
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regulatory developments;
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additions or departures of key personnel;
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general market conditions; and
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domestic and international economic, market, and currency factors unrelated to our performance.
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On December 31, 2024, the closing price of our common shares on the Nasdaq Capital Market was $1.73 per share, as compared to $1.20, which was the closing price on April 7, 2025. In addition,
there has from time to time in the past been significant volatility in our trading volumes on the Nasdaq Capital Market and volatility in our intra-day common share price. As a result, there is a potential for rapid and substantial decreases in
the price of our common shares, including decreases unrelated to our operating performance or prospects.
The stock markets in general, and the markets for dry bulk shipping and shipping stocks in particular, have experienced extreme volatility that has sometimes been unrelated to the operating
performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common shares.
Additionally, there is no guarantee of a continuing public market to resell our common shares. We cannot assure you that an active and liquid public market for our common shares will continue.
We may issue additional common shares or other equity securities without your approval, which could dilute your ownership interests and may depress the market
price of our common shares.
We may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, future vessel acquisitions, repayment of
outstanding indebtedness, or our equity incentive plan, without shareholder approval, in a number of circumstances.
In addition, as of April 7, 2025, we may be obliged to issue up to 6,962,770 additional common shares pursuant to the terms of our outstanding Class A Warrants at an exercise price of $2.25 per
common share, subject to adjustment pursuant to the terms of such warrants.
Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects:
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our existing shareholders’ proportionate ownership interest in us will decrease;
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the amount of cash available for dividends payable per common share may decrease;
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the relative voting strength of each previously outstanding common share may be diminished; and
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the market price of our common shares may decline.
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A possible “short squeeze” due to a sudden increase in demand of our common shares that largely exceeds supply may lead to further price volatility in our common shares.
Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculation on the price of our common shares may
involve long and short exposures. To the extent aggregate short exposure exceeds the number of common shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common shares for
delivery to lenders of our common shares. Those repurchases may in turn, dramatically increase the price of our common shares until investors with short exposure are able to purchase additional common shares to cover their short position. This
is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares necessary to cover their short position, the price of our common shares may rapidly decline. A short squeeze could lead to volatile
price movements in our shares that are not directly correlated to the performance or prospects of our company.
We may not have the surplus or net profits required by law to pay dividends. The declaration and payment of dividends will always be subject to the discretion of our board
of directors and will depend on a number of factors. Our board of directors may not declare dividends in the future.
The declaration, timing, and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financial condition, market prospects,
capital expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions, and other factors. Our board
of directors may not declare dividends in the future.
Further, Marshall Islands law generally prohibits the payment of dividends if the company is insolvent or would be rendered insolvent upon payment of such dividend, and dividends may be
declared and paid out of our operating surplus. Dividends may also be declared or paid out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. We may not have the required surplus or net
profits to pay dividends, and we may be unable to pay dividends in any anticipated amount or at all.
The superior voting rights of our Series B Preferred Shares may limit the ability of our common shareholders to control or influence corporate matters and the interests of
the holder of such shares could conflict with the interests of common shareholders
While our common shares have one vote per share, each of our 40,000 Series B preferred shares (“Series B Preferred Shares”) presently outstanding has 25,000 votes per share; however, the voting
power of the Series B Preferred Shares is limited such that no holder of Series B Preferred Shares may exercise voting rights pursuant to any Series B Preferred Shares that would result in the total number of votes a holder is entitled to vote
on any matter submitted to a vote of shareholders of the Company to exceed 49.99% of the total number of votes eligible to be cast on such matter. The Series B Preferred Shares, however, have no dividend rights or distribution rights, other
than the right upon dissolution to receive a payment equal to $0.0001 per share.
As of the date of this annual report, our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstanding capital stock. Our Chairman and Chief
Executive Officer has substantial control and influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns
significantly less than 50% of the Company economically.
The superior voting rights of our Series B Preferred Shares may limit our common shareholders’ ability to influence corporate matters. The interests of the holder of the Series B Preferred
Shares may conflict with the interests of our common shareholders, and as a result, the holders of our capital stock may approve actions that our common shareholders do not view as beneficial. Any such conflicts of interest could adversely
affect our business, financial condition, results of operations, and the trading price of our common shares.
Anti-takeover provisions in our amended and restated articles of incorporation and our amended and second amended and restated bylaws could make it difficult for our
shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying, or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
Several provisions of our amended and restated articles of incorporation and our second amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly
takeover battles, lessen our vulnerability to a hostile change of control, and enhance the ability of our board to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-take-over
provisions 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 our management. In addition, the same provisions may discourage,
delay, or prevent a merger or acquisition that some shareholders may consider favorable.
These provisions:
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authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series B Preferred Shares;
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provide for a classified board of directors with staggered, three-year terms;
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permit the removal of any director only for cause;
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prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;
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limit the persons who may call special meetings of shareholders; and
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establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.
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These anti-takeover provisions could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common
shares and your ability to realize any potential change of control premium.
Our second amended and restated bylaws provide that the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for certain
disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or
employees.
Our second amended and restated bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands shall be
the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of the
Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands (as amended from time to time), or
(iv) any action asserting a claim governed by the internal affairs doctrine. This forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,
officers, or other employees, which may discourage lawsuits with respect to such claims.
We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.
Our second amended and restated bylaws include a forum selection provision as described above. However, the enforceability of similar forum selection provisions in other companies’ governing
documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our second amended and restated bylaws to be inapplicable or unenforceable
in such action. In particular, Section 27 of the Exchange Act, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition,
Section 22 of the Securities Act of 1933, as amended (the “Securities Act”), creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. Shareholders’ derivative actions, including those arising under the Exchange Act or Securities Act, are subject to our forum selection provision. To the extent that the exclusive forum provision would apply to restrict
the courts in which our shareholders may bring claims arising under the Exchange Act or the Securities Act and the rules and regulations thereunder, there is uncertainty as to whether a court would enforce such a provision. Investors cannot
waive compliance with the federal securities laws and the rules and regulations promulgated thereunder. If a court were to find the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified
types of actions or proceedings, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, and results of operations.
Issuance of preferred shares, such as our Series B Preferred Shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging,
delaying, or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
Our amended and restated articles of incorporation authorize our board of directors to issue preferred shares in one or more series and to determine the rights, preferences, privileges, and
restrictions with respect to, among other things, dividends, conversion, voting, redemption, liquidation, and the number of shares constituting any series without shareholders’ approval. Our board of directors issued prior to the Spin-Off (as
described below), and may in the future issue, preferred shares with voting rights superior to those of the common shares, such as the Series B Preferred Shares. If our board of directors determines to issue preferred shares, such issuance may
discourage, delay, or prevent a merger or acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion rights may also adversely affect the voting power of the holders of common shares. This
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 shares and our shareholders’ ability to realize any potential change of
control premium.
We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
Our common shares are listed on the Nasdaq Capital Market. There are a number of continued listing requirements that we must satisfy in order to maintain our listing on the Nasdaq Capital
Market. We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements. If we fail to maintain compliance with all applicable continued listing requirements for the Nasdaq Capital Market and Nasdaq
determines to delist our common shares, the delisting could adversely affect the market liquidity of our common shares and our ability to obtain financing to repay any debt and fund our operations.
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our
common shares less attractive to investors.
We are an “emerging growth company” as defined in the 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. While we have elected to take advantage of some of the reduced reporting obligations, we are choosing to “opt-out” of the extended transition period relating to the exemption from new or revised financial
accounting standards. 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, or 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 shareholders may be
different from information provided by other public companies.
We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of
shareholders to protect their interests.
Our corporate affairs are governed by our amended and restated articles of incorporation, our second amended and restated bylaws, and 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 Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary
responsibilities of directors under the laws of the Republic 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 certain U.S.
jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions,
shareholders may have more difficulty in protecting their 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.
Additionally, the Republic of the Marshall Islands does not have a legal provision for bankruptcy or a general statutory mechanism for insolvency proceedings. As such, in the event of a future
insolvency or bankruptcy, our shareholders and creditors may experience delays in their ability to recover for their claims after any such insolvency or bankruptcy. Further, 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.
As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and the Republic of
Liberia, our operations may be subject to economic substance requirements.
The Council of the European Union, or the Council, routinely publishes a list of “non-cooperative jurisdictions” for tax purposes which includes countries that the Council believes need to
improve their legal framework and to work towards compliance with international standards in taxation. In 2019, the Republic of the Marshall Islands, among others, was placed by the EU on the list of non-cooperative jurisdictions for failing to
implement certain commitments previously made to the EU by the agreed deadline. However, it was removed from the list of non-cooperative jurisdictions later in 2019. In February 2023, the Republic of the Marshall Islands (among others) was
again placed on the list of non-cooperative jurisdictions for lacking in the enforcement of economic substance requirement and was subsequently removed from such list in October 2023. EU member states have agreed upon a set of measures, which
they can choose to apply against the listed countries, including, increased monitoring and audits, withholding taxes and non-deductibility of costs , and although we are not currently aware of any such measures being adopted, they can be
adopted by one or more EU members states in the future. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits
certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions.
We are a Marshall Islands corporation with principal executive offices in Greece. All of our subsidiaries are organized in the Republic of the Marshall Islands and the Republic of Liberia. The
Marshall Islands have enacted economic substance regulations relating to, inter alia, shipping business activities, with which we are obligated to comply. The Marshall Islands economic substance regulations require certain entities that carry
out particular activities to comply with a three-part economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core
income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generating activities for shipping companies will generally occur in
international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and
(c) an adequate number of qualified employees in the Marshall Islands.
If we fail to comply with our obligations under such regulations or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous
disclosure of information to foreign tax officials, or with respect to the Marshall Islands economic substance requirements, revocation of the formation documents and dissolution of the applicable non-compliant Marshall Islands entity, or being
struck from the register of companies. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial conditions and operating results. Accordingly, any implementation of, or changes
to, any of the economic substance regulations that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations.
We do not know (i) if the EU will once again add the Republic of the Marshall Islands to the list of non-cooperative jurisdictions, or add Liberia to the list, (ii) what actions any such
jurisdiction may take, if any, to remove itself from such list if it should be placed back on the list of non-cooperative jurisdictions, (iii) how quickly the EU would react to any changes in legislation of the relevant jurisdictions, or (iv)
how EU banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing under the laws of listed countries during a period if the jurisdictions are placed on the list of non-cooperative
jurisdictions. The effect of the EU list of non-cooperative jurisdictions, and any non-compliance by us with any legislation or regulations adopted by applicable countries to achieve removal from the list, including economic substance
regulations, could have a material adverse effect on our business, financial conditions and operating results.
It may not be possible for investors to serve process on or enforce U.S. judgments against us.
We and all of our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition,
most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve
process within the U.S. upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our
subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of
applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
| ITEM 4. |
INFORMATION ON THE COMPANY
|
| A. |
History and Development of the Company
|
Overview
United Maritime Corporation is an international shipping company currently specializing in worldwide seaborne transportation services. We currently operate a fleet of eight dry bulk vessels,
comprising three Panamax, three Capesize and two Kamsarmax vessels with an aggregate cargo-carrying capacity of approximately 922,072 dwt and an age of approximately 15.0 years. In December 2024, the Company entered into an agreement with an
unaffiliated third party for the sale of its Capesize vessel, M/V Gloriuship, which is anticipated to be delivered to its new owners latest by mid-July 2025. Upon the completion of the sale of this vessel, the Company’s operating fleet will
consist of seven dry bulk vessels, with an aggregate cargo carrying capacity of 750,758 dwt.
We were incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on January 20, 2022. Our executive offices are located at 154 Vouliagmenis Avenue, 16674
Glyfada, Greece and our telephone number is +30 2130181507. Our website is www.unitedmaritime.gr. The Commission maintains a website that contains reports, proxy and information statements, and other information that we file
electronically at www.sec.gov. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.
We were incorporated by Seanergy to serve as the holding company of the United Maritime Predecessor upon effectiveness of the spin-off (the “Spin-Off”). Pursuant to the Spin-Off, Seanergy
contributed the United Maritime Predecessor to us and $5.0 million in working capital in exchange for the distribution of all of our issued and outstanding common shares to Seanergy’s shareholders, 40,000 of our Series B Preferred Shares, par
value $0.0001 to the holder of all Seanergy’s issued and outstanding Series B preferred shares and 5,000 of our 6.5% Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”) to Seanergy.
While our common shares hold one vote per share, the Series B Preferred Shares hold 25,000 votes per share, subject to the limitation that no holder of Series B Preferred Shares may exercise
voting rights pursuant to any Series B Preferred Shares that would result in the total number of votes such holder is entitled to vote on any matter submitted to a vote of shareholders to exceed 49.99% of the total number of votes eligible to
be cast on such matter. The Series B Preferred Shares have no substantial economic rights but entitle our Chairman and Chief Executive Officer to exercise voting power equal to 49.99% of the total number of votes entitled to vote on any matter
submitted to a vote of our shareholders.
The Series C Preferred Shares had a cumulative preferred dividend accruing at the rate of 6.5% per annum which could be paid in cash or, at our election, in kind, and contained a liquidation
preference equal to their stated value of $1,000 per share and were convertible into common shares at the holder’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the lesser of $9.00 and
the 10-trading-day trailing VWAP of our common shares, subject to certain anti-dilution and other customary adjustments. We had the right, at our option, at any time three months after the original date of issuance of the Series C Preferred
Shares, to redeem the Series C Preferred Shares, in whole or from time to time in part at a price per Series C Preferred Share equal to 105% of the stated value plus accrued and unpaid dividends up to the redemption date.
Additionally, prior to the Spin-Off, we entered into an agreement with Seanergy pursuant to which Seanergy has a right of first refusal with respect to any opportunity available to us to sell,
acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters available to us for Capesize vessels. In addition, we have a right of first offer with respect to any vessel sales by
Seanergy (the “ROFR”).
Following the Spin-Off, we and Seanergy became independent publicly traded companies. All references in this annual report to us for periods prior to the Spin-Off refer to the United Maritime
Predecessor. The financial statements presented in this annual report for periods from January 1, 2022 to July 5, 2022 and for the fiscal year ended December 31, 2021 are carve-out financial statements of Seanergy’s consolidated historical
financial statements.
Our common shares are listed on Nasdaq and began trading on the Nasdaq Capital Market on July 6, 2022 under the symbol “USEA”.
On July 11, 2022, we entered into separate memoranda of agreement with unaffiliated third parties, to acquire four secondhand tanker vessels, which were renamed M/T Parosea, M/T Bluesea, M/T
Minoansea and M/T Epanastasea (the “Acquired Vessels”), for an aggregate purchase price of $79.5 million. We took delivery of M/T Parosea, M/T Bluesea and M/T Minoansea in August 2022, and delivery of the M/T Epanastasea in September 2022. We
sold all four of these vessels as follows: (i) in November 2022, we sold the M/T Parosea to an unaffiliated third-party for a gross sale price of $31.3 million; (ii) in December 2022, we sold the M/T Minoansea and M/T Bluesea to an unaffiliated
third-party for an aggregate gross sale price of $70.3 million; and (iii) in August 2023, we sold the M/T Epanastasea to an unaffiliated third party for a gross sale price of $37.5 million.
On July 20, 2022, we completed an underwritten public offering of 8,000,000 units at a public offering price of $3.25 consisting of (i) one common share (or one pre-funded warrant in lieu of
one common share) and (ii) one Class A warrant to purchase one common share at an exercise price of $3.25. The gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the
offering were exercised by the end of July 2022. As of April 7, 2025, 6,962,770 Class A warrants were outstanding expiring on July 20, 2027.
On July 26, 2022, we issued an additional 5,000 Series C Preferred Shares to Seanergy in exchange for $5.0 million payable in cash in connection with the funding of the advance deposits payable
for the Acquired Vessels.
In August and September 2022, our board of directors authorized two buyback programs of $6.0 million in total pursuant to which 3,289,791 of our common shares were repurchased at an average
price of $1.81 per share. In October 2022, our board of directors authorized a third share buyback plan, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. As extended, this
plan was set to expire on December 31, 2024. On December 17, 2024, the Company authorized the extension of its existing $3.0 million share repurchase plan. The program has been extended for a further
12-month period. Under the program, the Company may repurchase up to $3.0 million of its outstanding common shares in the open market. As of April 7, 2025, approximately $1.9 million remained available for repurchase, and the program will
remain effective through the period ending December 31, 2025.
In October 2022, the Compensation Committee (the “Compensation Committee”) of our board of directors granted awards under the plan of an aggregate of 1,000,000 restricted common shares. Of the
total 1,000,000 shares issued, 800,000 shares were granted to the members of the board of directors of the Company and 200,000 shares were granted to certain of the Company’s service providers. The fair value of each share on the grant date was
$2.28. The shares vested as follows: 333,344 shares vested on October 14, 2022, 333,328 shares vested on January 5, 2023 and 333,328 shares vested on June 5, 2023.
In November 2022, we fully redeemed the 10,000 Series C Preferred Shares issued to Seanergy at a price equal to 105% of the original issue price for an aggregate amount of $10.6 million,
including all accrued and unpaid dividends up to the redemption date.
On November 29, 2022, we announced that our board of directors declared a special cash dividend of $1.00 per common share in connection with the profitable sales of the M/T Bluesea and M/T
Parosea. The dividend was paid around January 10, 2023. Pursuant to the provisions of the Class A warrants, the exercise price of the warrants was adjusted from $3.25, pursuant to the provisions of the warrant agreement, by the dividend amount,
to $2.25 per common share effective January 11, 2023.
In December 2022, we entered into definitive agreements to acquire two Capesize vessels, the M/V Goodship and M/V Tradership from Seanergy for an aggregate purchase price of $36.25 million. The
purchase of the vessels was made pursuant to the ROFR and the acquisition was approved by a special independent committee of our board of directors.
In December 2022, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan (“2022 Equity Incentive Plan”) to increase the
aggregate number of common shares reserved for issuance under the plan to 1,500,000 shares and granted awards under the plan to our directors and certain service providers of an aggregate of 700,000 restricted common shares. Of the total
700,000 shares issued, 580,000 shares were granted to the members of our board of directors and 120,000 shares were granted to certain of the Company’s service providers. The fair value of each share on the grant date was $4.33. On December 28,
2022, 233,340 shares vested, while 233,330 shares vested on June 5, 2023 and 233,330 shares vested on October 5, 2023.
On February 7, 2023, we entered into agreements with two unaffiliated third parties to purchase two Kamsarmax dry bulk vessels for an aggregate purchase price of $39.2 million, which were
financed through a combination of cash on hand and proceeds from the Neptune Maritime Leasing Ltd. (“Neptune”) sale and leaseback transactions described under “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital
Resources – Sale and Leaseback Transactions – March 2023 Neptune Sale and Leaseback” and “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Sale and Leaseback Transactions – April 2023 Neptune Sale and
Leaseback”. The first vessel, which was renamed M/V Oasea, was built in 2010 at Tsuneishi Zhoushan Shipbuilding, has a cargo-carrying capacity of 82,217 dwt and was delivered to the Company on March 27, 2023. The second vessel, which was
renamed M/V Cretansea, was built in 2009 at Universal Shipbuilding in Japan, has a cargo-carrying capacity of 81,508 dwt and was delivered to the Company on April 26, 2023.
On February 9, 2023, we entered into a bareboat charter agreement with an unaffiliated third party for a secondhand Panamax vessel, which was renamed M/V Chrisea. The vessel was delivered to
the Company on February 21, 2023 under an 18-month bareboat charter at a daily rate of $7,300, a downpayment of $7.0 million and a purchase option of $12.4 million at the end of the charter period. In aggregate, the acquisition cost for the
vessel, following the exercise of the purchase option, was approximately $23.4 million.
On February 10, 2023, we took delivery of the M/V Goodship. The acquisition of the M/V Goodship was financed by cash on hand and secured the amount of $7.0 million of the August 2022 EnTrust
Facility (as defined in “Item 5. Operating and Financial Review and Prospects”) pursuant to an amendment and restatement of the subject facility which was signed on January 30, 2023.
On February 21, 2023, we declared the initiation of a regular quarterly cash dividend of $0.075 per common share and the declaration of a dividend of $0.075 per share for the fourth quarter of
2022. The quarterly dividend was paid on April 6, 2023 to all shareholders of record as of March 22, 2023.
On February 28, 2023, we took delivery of the M/V Tradership. The acquisition of the M/V Tradership was financed by cash on hand and secured the amount of $8.2 million of the August 2022
EnTrust Facility (as defined in “Item 5. Operating and Financial Review and Prospects”) pursuant to an amendment and restatement of the subject facility which was signed on January 30, 2023.
On May 17, 2023, we declared a quarterly cash dividend of $0.075 per common share for the first quarter of 2023. The quarterly dividend was paid on July 6, 2023 to all shareholders of record as
of June 22, 2023.
On August 1, 2023, we took delivery of the 78,020 dwt M/V Synthesea built in 2015 in Japan. The M/V Synthesea was chartered under a 12-month bareboat charter agreement, with a daily charter
rate of $8,000 over the period of the bareboat charter, a downpayment of $7.0 million and a purchase option of $17.1 million at the end of the bareboat charter. In aggregate, the acquisition cost for the vessel, following the exercise of the
purchase option, was approximately $27.0 million.
On August 1, 2023, we declared a quarterly cash dividend of $0.075 per common share for the second quarter of 2023. The quarterly dividend was paid on October 6, 2023 to all shareholders of
record as of September 22, 2023.
On August 9, 2023, as part of the sale of the M/T Epanastasea and the acquisition of the M/V Exelixsea, we replaced the collateral under the respective tranche previously secured by the M/T
Epanastasea in the August 2022 EnTrust Facility. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Loan Arrangements —August 2022 EnTrust Facility”.
On August 29, 2023, we took delivery of the 76,361 dwt M/V Exelixsea built in 2011 in Japan. The M/V Exelixsea was acquired for a gross purchase price of $17.8 million, which was funded by our
cash reserves, including the cash-collateralized $15.0 million of the August 2022 EnTrust Facility (as defined in “Item 5. Operating and Financial Review and Prospects”) previously secured by the M/T Epanastasea.
On November 14, 2023, we declared a quarterly cash dividend of $0.075 per common share for the third quarter of 2023. The quarterly dividend was paid on January 10, 2024, payable to all
shareholders of record as of December 22, 2023.
On November 15, 2023, we entered into three separate and identical $10.0 million sale and leaseback agreements for the M/Vs Gloriuship, Goodship and Tradership with affiliates of Huarong
Chinese lessor, for the purpose of refinancing the outstanding indebtedness of the respective vessels under the August 2022 EnTrust Facility. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and
Capital Resources— Sale and Leaseback Transactions—Huarong Sale and Leaseback".
On February 19, 2024, we declared a quarterly cash dividend of $0.075 per common share for the fourth quarter of 2023. The quarterly dividend was paid on April 10, 2024 to all shareholders of
record as of March 22, 2023.
On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with an unaffiliated third party in order to refinance the August 2022 EnTrust Facility secured by the M/V
Exelixsea. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Sale and Leaseback Transactions—Village Seven Sale and Leaseback”.
On March 6, 2024, we entered into a bareboat charter agreement with an unaffiliated third party for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which was renamed M/V Nisea.
The vessel was delivered to the Company on September 10, 2024, under an 18-month bareboat charter at a daily rate of $8,000, a downpayment of $7.5 million and a purchase option of $16.6 million at the end of the charter period. In aggregate,
the acquisition cost for the vessel, following the exercise of the purchase option, will be approximately $28.4 million.
On March 27, 2024, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common
shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 260,000 common shares to the members of the Company’s board of directors and 75,000 common shares to certain of the Company’s
service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.635. On March 27, 2024, 67,000 shares vested, while 100,500 shares vested on September 27,
2024 and 167,500 shares vested on March 27, 2025.
On March 27, 2024, the August 2022 EnTrust Facility was refinanced with the Village Seven Sale and Leaseback. For more information, see “Item 5. Operating and Financial Review and Prospects –
B. Liquidity and Capital Resources— Loan Arrangements —August 2022 EnTrust Facility.”
On May 23, 2024, we declared a quarterly cash dividend of $0.075 per common share for the first quarter of 2024. The quarterly dividend was paid on July 10, 2024 to all shareholders of record
as of June 25, 2024.
On July 19, 2024, we sold the M/V Oasea to an unaffiliated third party for a gross sale price of $20.2 million.
On July 31, 2024, the Company entered into shareholder and subscription agreements to acquire a minority stake in a Norwegian-based company, which participates under a newbuilding contract in
the construction of a technically and environmentally advanced Energy Construction Vessel (“ECV”). The ECV is intended to inspect, maintain, and repair offshore energy production infrastructure in both the oil and gas and renewables industries.
United will commit capital of up to EUR 7.8 million, scheduled to be called in five separate installments over a period of 33 months, matching the different stages of the ECV’s building process. As of April 7, 2025, we have paid two
installments amounting in aggregate to EUR 3.4 million (both amounts were paid within 2024).
On August 1, 2024, we exercised the purchase option and took delivery of the M/V Synthesea, for a price of $17.1 million. The exercise of the purchase option was financed with proceeds from the
Onishi Sale and Leaseback, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources—Sale and Leaseback Transactions—Onishi Sale and Leaseback”.
On August 5, 2024, we declared a quarterly cash dividend of $0.075 per common share for the second quarter of 2024. The quarterly dividend was paid on October 10, 2024 to all shareholders of
record as of September 27, 2024.
On August 21, 2024, we exercised the purchase option and took delivery of the M/V Chrisea, for a price of $12.4 million. The exercise of the purchase option was financed with proceeds from the
Sinopac Loan Facility, as described herein. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources— Loan Arrangements —Sinopac Loan Facility”.
On November 25, 2024, we declared a quarterly cash dividend of $0.075 per common share for the third quarter of 2024. The quarterly dividend was paid on January 10, 2025 to all shareholders of
record as of December 27, 2024.
On December 20, 2024, the Company entered into a definitive agreement with an unaffiliated third party for the sale of its 171,314 dwt Capesize vessel, M/V Gloriuship, built in 2004. The vessel
is expected to be delivered to its new owners by mid-July 2025. The aggregate net sale price is approximately $15.0 million, and the transaction is subject to customary closing procedures.
On March 17, 2025, we declared a quarterly cash dividend of $0.01 per common share for the fourth quarter of 2024. The quarterly dividend was paid on April 10, 2025 to all shareholders of
record as of March 27, 2025.
On April 7, 2025, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common
shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 common shares to the members of the Company’s board of directors and 85,000 common shares to certain of the Company’s
service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares will vest on October 7, 2025 and
167,500 shares will vest on April 7, 2026.
| B. |
Business Overview
|
We are an international shipping company currently specializing in worldwide seaborne transportation services. We currently operate three Capesize dry bulk vessels, two Kamsarmax dry bulk
vessels and three Panamax dry bulk vessels, with an aggregate cargo-carrying capacity of approximately 922,072 dwt and an age of approximately 15.0 years. In December 2024, the Company entered into an agreement with an unaffiliated third party
for the sale of its Capesize vessel, M/V Gloriuship, which is to be delivered to its new owners by mid-July 2025. Upon the completion of the sale of this vessel, the Company’s operating fleet will consist of seven dry bulk vessels, which an
aggregate cargo carrying capacity of 750,758 dwt.
Our Current Fleet
The following table lists the vessel in our fleet as of the date of this annual report:
|
Vessel Name
|
Size Class
|
Year
Built
|
Dwt
|
Flag
|
Yard
|
Type of
Employment
|
||||||
|
Goodship
|
Capesize
|
2005
|
177,536
|
LIB
|
Mitsui
|
T/C Index Linked (1)
|
||||||
|
Tradership
|
Capesize
|
2006
|
176,925
|
MI
|
Namura
|
T/C Index Linked (2)
|
||||||
|
Gloriuship
|
Capesize
|
2004
|
171,314
|
MI
|
Hyundai
|
Spot Employment
|
||||||
|
Nisea
|
Kamsarmax
|
2016
|
82,235
|
LIB
|
Oshima
|
T/C Fixed Rate (3)
|
||||||
|
Cretansea
|
Kamsarmax
|
2009
|
81,508
|
MI
|
Universal
|
T/C Index Linked (4)
|
||||||
|
Chrisea
|
Panamax
|
2013
|
78,173
|
MI
|
Shin Kurushima
|
T/C Index Linked (5)
|
||||||
|
Synthesea
|
Panamax
|
2015
|
78,020
|
LIB
|
Sasebo
|
T/C Index Linked (6)
|
||||||
|
Exelixsea
|
Panamax
|
2011
|
76,361
|
MI
|
Oshima
|
T/C Index Linked (7)
|
Key to Flags: MI – Marshall Islands, LIB – Liberia
| (1) |
Chartered by a dry bulk operator and delivered to the charterer on October 17, 2023 for a period of about 11 to about 13 months. The daily charter hire is based on the BCI. In addition, the time charter provides us with the option to
convert the index linked rate to a fixed rate for a period of between two and 12 months priced at the prevailing Capesize FFA for the selected period. On July 16, 2024, the charterer agreed to extend the time charter agreement in direct
continuation from the previous agreement. On July 30, 2024, the new time charter period commenced for a duration of minimum October 15, 2025 up to maximum December 31, 2025.
|
| (2) |
Chartered by a major European charterer and delivered to the charterer on July 26, 2022 for a period employment of about 11 to about 15 months. The daily charter hire is based on the BCI. In addition, the time charter provides us
with the option to convert the index linked rate to a fixed rate for a period of between three and nine months priced at the prevailing Capesize FFA for the selected period. Following two consecutive extensions, the new extended time
charter period is for a duration of minimum January 1, 2025 up to maximum June 1, 2025.
|
| (3) |
Chartered by an international commodities trader and delivered to the charterer on September 19, 2024, for a period employment of about 10 to about 12 months at a fixed daily charter hire of $16,500.
|
| (4) |
Chartered by an international commodities trader and delivered to the charterer on October 22, 2024 for a period employment of about 11 to about 13 months. The daily charter hire is based on the BPI. In addition, the time charter
provides us with the option to convert the variable charter hire to a fixed rate for a period of minimum two months priced at the prevailing Panamax FFA rate for the selected period.
|
| (5) |
Chartered by an international commodities trader and delivered to the charterer on June 9, 2024 for a period employment of about 12 to about 15 months. The daily charter hire is based on the BPI. In addition, the time charter
provides us with the option to convert the index linked rate to a fixed rate for the remaining period employment based on the prevailing Panamax FFA for the selected period.
|
| (6) |
Chartered by an international commodities trader and delivered to the charterer on August 3, 2023 for a period employment of minimum 14 to about 16 months. The daily charter hire is based on the BPI. In addition, the time charter
provides us with the option to convert the index linked rate to a fixed rate for a period of minimum two months based on the prevailing Panamax FFA for the selected period. On July 10, 2024, the charterer agreed to extend the time
charter agreement in direct continuation from the previous agreement. On October 1, 2024, the new time charter period commenced for a duration of about 11 months to 14 months.
|
| (7) |
Chartered by an international commodities trader and delivered to the charterer on August 31, 2023 for a period employment of minimum 11 to about 14 months. The daily charter hire is based on the BPI. In addition, the time charter
provides us with the option to convert the index linked rate to a fixed rate for a period of minimum two months based on the prevailing Panamax FFA for the selected period. On July 10, 2024, the charterer agreed to extend the time
charter agreement in direct continuation from the previous agreement. On August 15, 2024, the new time charter period commenced for a duration of about 11 to about 14 months.
|
Our Business Strategy
Competitive Strengths
Opportunity for growth. We believe we are well positioned to continue to opportunistically expand and maximize our current fleet due to our competitive
cost structure, strong customer relationships and experienced management team.
Demonstrated access to financing. We believe that we are well-placed to take advantage of business opportunities due to Seanergy’s operational platform,
which we aim to leverage, along with our management team’s access to financing, as demonstrated through their course in Seanergy. We believe that our ability to access financing will continue to allow us to capture additional market
opportunities when they arise.
Experienced management team. Certain officers and directors of Seanergy serve on our board of directors and management team and as such we believe that
our management team’s reputation and track record in building shipping fleets provides us with access to attractive acquisition, chartering and vessel-financing opportunities. Our management team has managed to repeatedly source vessel
acquisition opportunities in the secondhand market for both ourselves and Seanergy, and then to profitably operate or dispose of such vessels, ensuring solid investment returns.
Strategies
Opportunistic and sector-agnostic vessel acquisition strategy. Shipping markets are divided into various key sectors including the dry bulk, tanker,
gas and container markets, with each of them further segregated into sub-sectors. Our aim is to exploit opportunities in any sector and sub-sector that provides an attractive demand and supply profile as well as a positive market outlook in the
medium to long-term by acquiring vessels trading on this sector. The decision to enter a new sector is based on robust fundamentals and thoughtful analysis of factors affecting both the demand side and the supply side, while the selection of
the target vessel is subject to strict qualitative criteria including the environmental performance and energy efficiency of the acquisition candidates.
Expand our fleet through accretive acquisitions. We intend to grow our current fleet through timely and selective acquisitions of additional vessels at
attractive valuations. In evaluating acquisitions, we consider and analyze, among other things, our expectation of fundamental developments in the shipping industry, the level of liquidity in the resale and charter market, the vessel condition
and technical specifications, the expected remaining useful life, as well as the overall strategic positioning of our fleet and customers. For vessels acquired with charters attached, we also consider the credit quality of the charterer and the
duration and terms of the contracts in place. Based on our management team’s successful track record, commercial expertise and reputation in the marketplace as well as our transparent and public corporate structure, we believe that we are
well-positioned to source off-market opportunities to acquire secondhand vessels. As a result, we may be able to acquire vessels on more favorable terms than what would be obtained without access to such opportunities.
Access to attractive chartering opportunities. Our senior management in combination with Fidelity, Seanergy’s commercial manager, has established strong
relationships with international miners, charterers and brokers. We believe that these relationships should provide us with access to attractive chartering opportunities. Furthermore, we aim to maintain our fleet at a level that meets or
exceeds stringent industry standards as we believe that owning a high quality and well-maintained fleet provides us with a competitive advantage in securing favorable employment.
Environmental, Social, Governance, or ESG, Practices: We actively manage a broad range of ESG initiatives, taking into consideration their expected
impact on the sustainability of our business over time, and the potential impact of our business on society and the environment. From an environmental perspective, we have adopted advanced voyage optimization platforms and artificial
intelligence-assisted remote performance monitoring systems to reduce fuel consumption and enhance operational efficiency. Across the fleet, we have installed Energy Saving Devices (ESDs), such as Variable Frequency Drives (VFDs), and
implemented hydrodynamic improvements including Pre-Swirl Stators, Rudder Bulbs, and low-friction hull coatings. To further optimize hull performance, we are piloting high-efficiency silicone hull and propeller coatings supported by
Computational Fluid Dynamics (CFD) simulations and hull roughness assessments. In parallel, we have conducted biofuel trials as part of our ongoing assessment of the technical and economic feasibility of alternative marine fuels. All vessels
are equipped with Ballast Water Treatment Systems, in accordance with the International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM Convention). In addition, we have invested in vessels that are fully
compliant with the Existing Vessel Design Index (EVDI) requirements, aligned with the IMO’s Energy Efficiency Design Index (EEDI) framework under MARPOL Annex VI. These initiatives demonstrate our ongoing commitment to investing in practical,
performance-based solutions that support regulatory compliance and emissions reduction across our fleet. Additionally, we prioritize the well-being of our workforce through measures such as comprehensive training programs, and robust health
benefits. As we anticipate future challenges and opportunities, we are committed to proactively manage both operational and ESG-related risks. By staying attuned to market dynamics and embracing sustainable practices, we aim to ensure the
resilience and longevity of our business in an ever-evolving landscape.
Management of Our Fleet
Master Management Agreement
We have entered into a master management agreement with Seanergy pursuant to which Seanergy (directly or through the Managers) provides us with or arranges on our behalf (through unrelated
third parties) administrative, accounting, finance, commercial management, technical management, brokerage and certain other services. Administrative functions that are being performed by Seanergy include but are not limited to investor
relations, back-office, reporting, legal and secretarial services. The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The initial term of the master management agreement
expired on December 31, 2024 and was automatically extended for an additional 12-month period. The master management agreement may be terminated immediately only for cause and at any time by either party
with three months’ prior notice, and no termination fee will be payable.
Commercial Management
Effective April 1, 2023, United Management Corp. (“United Management”), a wholly-owned subsidiary of the Company, has entered into a services agreement with the Company’s vessel-owning
subsidiaries (the “SPVs”) for acting as agent of the SPVs in relation to the vessels’ commercial management services. Pursuant to the services agreement, the SPVs pay to United Management a fee equal to 1.25% of the collected gross freight,
demurrage and charter hire for the employment of the vessels, which may be increased to 2% in cases where United Management appoints Fidelity to act solely as the chartering broker.
United Management has sub-contracted certain commercial management services, including postfixture, commercial operation, sale and purchase and bareboat chartering to Seanergy Management.
Pursuant to this agreement, each SPV pays to Seanergy Management a commission fee equal to 0.75% of the collected gross hire, freight/ and demurrage and a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by
Seanergy Management on United Management’s behalf, except for any vessels bought, sold or bareboat chartered from or to Seanergy, or in respect of any vessel sale relating to a sale and leaseback transaction.
In addition, United Management has entered into a commercial management agreement with Fidelity for, among others, the chartering of our vessels. Pursuant to this agreement, the Company pays to
Fidelity a monthly retained fee of $5,000 and each SPV pays to Fidelity a commission fee equal to 0.5% of the collected gross hire, freight and demurrage, which may be increased to 1.25%, in cases where there is no other ship brokerage firm
involved in the negotiations, charterparty drafting and final agreement in respect of the employment of the vessels.
Technical Management
We have entered into technical management agreements with Seanergy Shipmanagement for the M/V Goodship, M/V Gloriuship, M/V Synthesea, M/V Chrisea, M/V Nisea and M/V Cretansea. Seanergy
Shipmanagement is responsible for arranging, inter alia, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling. The technical management agreements with Seanergy Shipmanagement
provide for a fixed monthly management fee of $14,000 per vessel. In 2024, we were paying to Seanergy Shipmanagement a fixed monthly management fee of $14,000 per vessel for the M/V Gloriuship, M/V Chrisea, M/V Nisea and M/V Cretansea. In
relation to M/V Synthesea, we are paying to Seanergy Shipmanagement a fixed monthly fee of $14,000 from January 2025. In relation to the M/V Goodship, we were paying to Seanergy Shipmanagement a fixed management fee of $10,000 up until March 17
2024. In relation to the M/V Oasea, we were paying to Seanergy Shipmanagement a fixed management fee of $14,000 up until July 19, 2024.
Furthermore, we have appointed V. Ships as the technical managers of the M/Vs Tradership and Exelixsea. V. Ships’ services are provided at a fixed monthly management fee of $10,000 per vessel.
In 2024, we were paying to V.Ships fixed management fees of $10,000 for these vessels.
With respect to crewing services, we have also entered into crew management agreements with Global Seaways S.A. for the M/Vs Chrisea, Synthesea, Cretansea and Gloriuship at a monthly rate of $90 per crew member or around $2,200 per vessel. In addition, since March 18, 2024 and September 10, 2024 V.Ships Greece provides crew management services to the M/Vs Goodship and Nisea, respectively, for a
monthly fee of $2,200.
Our vessels or additional vessels that we may acquire in the future may be managed by the Managers or by other unaffiliated management companies, including Fidelity, V. Ships and Global
Seaways. These third-party managers will be supervised by the Managers.
Employment of Our Fleet
As of the date of this annual report, the majority of our vessels are employed under time charters, with charter hire calculated at an index-linked rate based on the BCI and the BPI,
respectively. In addition, one of our Capesize vessels is currently employed in the spot market, and one of our Kamsarmax vessels is employed under a fixed rate time charter. A time charter is generally a contract to provide a ship for a
predefined period to the charterer for an agreed daily rate, which can be fixed or index-linked. Spot charter agreements are charter hires, where a contract is made in the spot market for the use of a vessel for a specific voyage at a specified
charter rate per ton of cargo. Fluctuations derive from imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. Vessels operating in the time charter market ensure
that there will be employment on the vessel for the defined period, while the index-linked hire rate may enable us to capture increased profit margins during periods of improvements in vessel charter rates. Vessels operating in the spot charter
market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in rates. Spot charters also expose vessel owners to the risk of declining rates and rising fuel costs in case of voyage
charters.
The Dry Bulk Shipping Industry
The global dry bulk vessel fleet is divided into four categories based on a vessel’s carrying capacity. These categories are:
Capesize. Capesize vessels have a carrying capacity exceeding 100,000 dwt. A sub-sector of the Capesize category is the Newcastlemax. 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.
Panamax/Kamsarmax. Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt. These vessels are designed to meet the physical
restrictions of the Panama Canal locks (hence their name “Panamax” — the largest vessels able to transit the Panama Canal prior to its 2016 expansion, making them more versatile than larger vessels). Subsector of Panamax category is the
Kamsarmax segment, a design with maximum LOA (length overall) of about 229 meters that can enter Kamsar Port in the Republic of Guinea. The DWT capacity of Kamsarmax vessels is about 82,000 dwt. These vessels carry coal, grains, and, to a
lesser extent, minerals such as bauxite/alumina and phosphate rock.
Handymax/Supramax. Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number of geographically
dispersed global trade routes, carrying primarily grains and minor bulks. The standard vessels are usually built with 25-30 ton cargo gear, enabling them to discharge cargo where grabs are required (particularly industrial minerals), and to
conduct cargo operations in countries and ports with limited infrastructure. This type of vessel offers good trading flexibility and can, therefore, be used in a wide variety of bulk and neobulk trades, such as steel products. Supramax are a
sub-category of this category typically having a cargo carrying capacity of between 50,000 and 60,000 dwt.
Handysize. Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels almost exclusively carry minor bulk cargo. Increasingly,
vessels of this type operate on 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 discharging.
The supply of dry bulk vessels 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 demand for dry bulk vessel capacity is determined by the underlying demand for commodities transported in dry bulk vessels, which in turn is influenced by trends in the global economy.
Demand for dry bulk vessel capacity is also affected by the operating efficiency of the global fleet, 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 vessel capacity, we believe that dry bulk vessels 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 vessel 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 vessels. Accordingly, charter rates and
vessel values for those vessels are subject to less volatility.
Charter hire rates paid for dry bulk vessels 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 vessel categories. However, because demand for larger dry bulk vessels is affected by the volume and pattern of trade in a
relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels.
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 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.
In pool arrangements, vessels are pooled together with a group of other similar vessels for economies of scale and the earnings are pooled and distributed to the vessel owners according to a
prearranged agreement. Vessels in pool arrangements can be employed in either the time charter market or the spot charter market.
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.
Vessel Prices
The prices of dry bulk vessels continued their increasing course that started in 2021 through the first half of 2022 benefiting from the increased ton-mile following Russia’s invasion in
Ukraine, however this trend reversed in the second half of the year as a result of the decreased demand due to the fears of a recession in the global economy and extensive Covid-19 related lockdowns in China. In the first half of 2023, the
prices of dry bulk vessels stabilized and gradually started to increase following China’s decision to rescind its zero-Covid policy and some signs of slowing inflation due to the coordinated action of central banks. However, in the second half,
prices lost some momentum given the increased effective vessel supply and the slower than anticipated freight market recovery. Price declines were observed until the fourth quarter of 2023 when values rebounded once again on the back of
stronger demand and soaring freight rates. In 2024, dry bulk vessel prices followed a significant upswing due to resilient ton-mile demand, limited effective supply of vessels and modest orderbook, before experiencing a drop in middle of 2024.
In 2025 to date, dry bulk vessel prices have seen some downward corrections due to seasonal slow demand during the first two months of the year. However, this trend has started to reverse as of March
2025.
Competition
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 its reputation. Our commercial manager negotiates the terms of our charters (whether voyage charters, period time charters, bareboat charters or pools) based on market conditions. We currently compete primarily with other
owners of dry bulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate. Ownership of dry bulk vessels is highly fragmented and is
divided among publicly listed companies, state-controlled companies and independent vessel owners.
Customers
Our customers include regional and international companies. For the period from January 1, 2022 through July 5, 2022, one charterer of the United Maritime Predecessor accounted for 100% of the
Predecessor’s revenues. During 2022, for the period from commencement of our vessels’ operations (July 6, 2022), five of our charterers accounted for 94% of our revenues. During 2023, five of our charterers accounted for 77% of our revenues.
During 2024, three of our charterers accounted for 68% of our revenues.
Seasonality
Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases
during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months
because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grain trades are seasonal as they are driven by the harvest within a climate zone. Because three of the
five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the
year and grains transportation requires dry bulk shipping accordingly.
Environmental and Other Regulations
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, or USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry), terminal operators and charterers. 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 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 IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, 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, or SOLAS Convention, the International Convention on Standards
of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention. MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management,
sewage, air emissions, the 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 or 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.
In 2013, the IMO’s Marine Environmental Protection Committee, or the MEPC, adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or CAS. These amendments became effective on
October 1, 2014 and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or ESP Code, which provides for enhanced inspection programs. On July 1, 2024,
amendments to the ESP Code became effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. We may need to make certain financial expenditures to comply with these amendments.
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 of volatile compounds from cargo tanks, and the 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. Emissions of “volatile organic compounds” from certain
vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that our vessels are currently compliant in all
material respects with these regulations.
The 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. Effective January 1, 2020, there has been a global limit
of 0.5% m/m sulfur oxide emissions (reduced from 3.50%). This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are required to obtain bunker delivery notes and
International Air Pollution Prevention, or 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 became effective
on March 1, 2020. Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April
2022. Additional amendments to Annex VI, requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024. These
regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.
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.
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%. 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 Sea area. At the MEPC 78, the IMO approved a proposal for a new ECA in the Mediterranean Sea as a whole to apply from July 1, 2025 such that the sulfur content of marine fuels does not exceed 0.1%. MEPC 82 adopted additional
amendments to Annex VI designating the Canadian Arctic and the Norwegian Sea as ECAs, which will become effective on March 1, 2026. Ocean-going vessels in these areas are subject to stringent emission controls and may cause us to incur
additional costs. 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, or EPA,
or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating
values to the IMO DCS, became effective May 1, 2024. MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common ambition to
ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050. In March 2024, MEPC 81 agreed on a draft outline of an ‘IMO net-zero framework’ for cutting GHG
emissions from international shipping, which lists regulations under MARPOL to be adopted or amended to allow a new global pricing mechanism for maritime GHG emissions. At the conclusion of MEPC 82, a draft legal text was used as a basis for
ongoing talks about mid-term GHG reduction measures, which are expected to be adopted in 2025. The proposed mid-term measures include a goal-based marine fuel standard, phasing in the mandatory use of fuels with less GHG intensity, and a global
GHG emission pricing mechanism.
Amended Annex VI also established new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Now Annex VI provides for a
three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) to apply to engines installed on vessels constructed on or after January 1, 2016 and which operate in the North American ECA or the U.S.
Caribbean Sea ECA as well as ECAs designated in the future by the IMO. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built after January 1, 2021. The EPA promulgated equivalent (and
in some senses stricter) emissions standards in late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic
Sea area, Western European waters and Norwegian Sea), came into effect in January 2021.
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 commencing on January 1, 2019. The IMO used 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.
Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective May 1, 2024.
MARPOL mandates certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or 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, or EEDI. Under these measures, by 2025, all new ships built will be 30% more energy efficient than those
built in 2014.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations, including those from states of the United States, 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, or 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, or 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.
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, or
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 to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon, following incidents involving
the spontaneous ignition of charcoal, came into effect in June 2022. Updates to the IMDG Code, in line with the updates to the United Nations Recommendations on the Transport of Dangerous Goods, which set the recommendations for all transport
modes, became effective January 1, 2024. Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 became effective, addressing inconsistencies on
examination of ballast tanks at annual surveys for bulk carriers and oil tankers.
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. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are
required by the IMO. The document of compliance and safety management certificate are renewed as required.
Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be
provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II-2/4.2.1, will enter into effect January 1, 2026.
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, and from July 1, 2016 with respect to new oil tankers and bulk carriers. Regulation II-1/3-10 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, or GBS Standards.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or 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.
Actions by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future
in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by shipowners and managers. This might cause companies to create additional procedures for monitoring
cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.
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 the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force globally on September 9, 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.
Specifically, 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. 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 Management systems (or BWMS), 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). Pursuant to the BWM Convention amendments that entered into force in October 2019, BWMS installed on or after October 28, 2020 shall be approved in accordance
with BWMS Code, while BWMS installed before October 23, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code. Costs of compliance with these regulations may be substantial. 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.
Amendments to the BWM Convention concerning commissioning testing of BWMS became effective in June 2022. Additional amendments to the BWM Convention, concerning the form of the Ballast Water Record Book, entered into force on February 1, 2025.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or 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” which entered into force in September 2008, and
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 is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced. In 2023, amendments to the
Anti-fouling Convention came into effect which include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023. We have obtained Anti-fouling System Certificates
for 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.
United States Regulations
Newly elected President Donald Trump has signed a number of executive orders and directives that are likely to have an impact on U.S. regulations. For example, a regulatory freeze was issued,
which permits the withdrawal of rules sent to be published and authorizes those in charge of federal agencies to delay for 60 days the effective date of rules that have been published but are not yet effective. This regulatory freeze impacts
U.S. EPA decisions and proposed amendments. Additionally federal agencies have placed employees on leave as a result of an executive order regarding diversity, equity and inclusion programs, which may impact implementation and enforcement of
regulations. This and additional executive orders could impact regulatory requirements.
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, or OPA, established an extensive regulatory and liability regime for the protection and clean-up 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, or 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 clean-up costs. Effective March 2023, 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 $1,300 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 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 clean-up, 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, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, in August 2023
the BSEE released a final Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations. Compliance with any new requirements of OPA and other environmental laws, and future legislation
or regulations applicable to the operation of our vessels could negatively 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, that 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), or 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, or 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,” or WOTUS, thereby expanding federal authority under the CWA. On December 30, 2022, the EPA and U.S. Army Corps of Engineers announced the final revised WOTUS rule, which
was published on January 18, 2023. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act
in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the Clean Water Act.
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, or VIDA, which was signed into law on December 4, 2018 and requires that the U.S. Coast
Guard develop implementation, compliance, and enforcement regulations regarding ballast water. It intends to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the commercial vessel community. The
US Environmental Protection Agency, or EPA, has indicated that new federal discharge standards for vessels may be published in autumn 2024. In the meantime, the agency has seemingly strengthened its inspection and enforcement efforts to ensure
compliance with the extended VGP scheme and warns that non-compliance can result in significant penalties. The VIDA gave the EPA two years to develop new national discharge standards for vessels and the U.S. Coast Guard another two years to
develop regulations and best management practices to implement and enforce those standards. VIDA also specifies that the provisions of the VGP will continue to apply until EPA and the U.S. Coast Guard publish their final regulations, regardless
of how long that takes, and that the permit cannot be modified during that time. On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in
November 2020, held virtual public meetings. On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received
from the USCG.
On September 20, 2024, the EPA finalized national standards of performance for non-recreational vessels 79-feet in length and longer with respect to incidental discharges and on October 9,
2024, these Vessel Incidental Discharge National Standards of Performance were published. Within two years of publication, the USCG is required to develop corresponding implementation regulations. Until such regulations are final, effective,
and enforceable, vessels will continue to be subject to the VGP 2013 requirements and USCG ballast water regulations, including USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters.
Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards. In addition, several U.S. states
have added specific requirements to the VGP, including submission of a Notice of Intent, or NOI, or retention of a PARI form and submission of annual reports. Any upcoming rule changes may have a financial impact on our vessels and may result
in our vessels being banned from calling in the U.S. in case compliance issues arise.
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 (amended by Regulation (EU) 2016/2071 with respect to methods of calculating, inter alia, emission and
consumption) 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. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into
force on March 1, 2018. July 2020 saw the European Parliament’s Committee on Environment, Public Health and Food Safety vote in favor of the inclusion of vessels of 5,000 gross tons and above in the EU Emissions Trading System (in addition to
voting for a revision to the monitoring, reporting and verification of CO2 emissions). In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions
from maritime transport.
On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth
strategy (the “Proposals”). There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (ETS) which commenced in 2024 and which applies to all ships above a gross
tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2025 as evidence of compliance with the limits on the
greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth. ETS was agreed in December 2022 and FuelEU was passed into law on July 25, 2023 and entered into force
on January 1, 2025. More specifically, ETS is to apply gradually over the period from 2024 to 2026. In 2025 shipping companies would have to surrender 40% of ETS allowances for 2024 emissions; in 2026 shipping companies would have to surrender
70% of ETS allowances for the 2025 emissions and 100% in 2027 for 2026 emissions. The cap under the ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture
100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports; and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). More recent proposed
amendments signal that 100% of non-EU emissions may be caught if the IMO does not introduce a global market-based measure by 2028. All maritime allowances will be auctioned and there will be no free allocation for the shipping sector. From a
risk management perspective, new systems, including, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, to prepare
for and manage the administrative aspect of ETS compliance.
Additionally, on July 25, 2023, the European Council of the European Union adopted the FuelEU under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on
the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, the Maritime Fuel Regulation requires that greenhouse gas intensity of fuel used by covered vessels is reduced by 2% starting January 1,
2025, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank surplus emissions and borrow compliance
balances from future years. A FuelEU Document of Compliance is required to be kept on board a vessel to show compliance by June 30, 2026. Both the ETS and FuelEU schemes have significant impacts on the management of the vessels calling to EU
ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers.
Responsible recycling and scrapping of ships are becoming increasingly important issues for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more
energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new. In 2009, the IMO oversaw the creation of the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets
standards for ship recycling. Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship Recycling Regulation 1257/2013 (SRR) in 2013, with a view to
facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU. The 2013 regulations are vital to responsible ship recycling in the EU. SRR requires that, from 31 December 2020, all existing
ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on-board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate. For
EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and
will enter into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this.
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. Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.1% while within EU member states’
territorial seas, exclusive economic zones and pollution control zones that are included in “SOx Emission Control Areas.” EU Directive (EU) 2016/802 establishes limits on the maximum sulfur content of gas oils and heavy fuel oil and contains
fuel-specific requirements for ships calling at EU ports.
EU Directive 2004/35/CE (as amended) regarding the prevention and remedying of environmental damage addresses liability for environmental damage (including damage to water, land, protected
species and habitats) on the basis of the “polluter pays” principle. Operators whose activities caused the environmental damage are liable for the damage (subject to certain exceptions). With regard to specified activities causing environmental
damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental
damage or an imminent threat of such damage.
International Labor Organization
The International Labor Organization, or the ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or 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 above 500 gross tons in international trade. We believe that 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 (this task having
been delegated to the IMO), 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. 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. In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the
Paris Agreement; the withdrawal will take at least one year to complete.
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, and as detailed above, pursuant to MPC 80, in July 2023, IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of “levels of ambition”, including (1) decreasing the
carbon intensity from ships through the implementation of further phases of EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, and (3) pursuing
net-zero GHG emission by or around 2050. These regulations could cause us to incur additional substantial expenses.
At MEPC 70 in October 2016, a mandatory data collection system (DCS) was adopted which requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way and
distance travelled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations. The SEEMPs of all ships covered by
the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the
flag state issues a statement of compliance to the ship. Flag states subsequently transfer this data to an IMO ship fuel oil consumption database, which is part of the Global Integrated Shipping Information System (GISIS) platform. IMO will
then produce annual reports, summarizing the data collected. Thus, currently, data related to the GHG emissions of ships above 5,000 gross tons calling at ports in the European Economic Area (EEA) must be reported in two separate, but largely
overlapping, systems: the EU MRV – which applies since 2018 – and the IMO DCS – which applies since 2019. The proposed revision of Regulation (EU) 2015/757 adopted on 4 February 2019 aims to align and facilitate the simultaneous implementation
of the two systems however it is still not clear when the proposal will be adopted.
IMO’s MEPC 76 adopted amendments to MAPROL Annex VI that will require ships to reduce their greenhouse gas emissions. Effective from January 1, 2023, the Revised MARPOL Annex VI includes carbon
intensity measures (requirements for ships to calculate their Energy Efficiency Existing Ship Index (EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and
rating). MEPC 76 also adopted guidelines to support implementation of the amendments.
MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reduction measure, including attained EEXI, CII and rating
values to the IMO DCS, which became effective May 1, 2024. MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common
ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050. At the conclusion of MEPC 82, a draft legal text was used as a basis for ongoing discussions
about mid-term GHG reduction measures, which are expected to be adopted in 2025. The proposed mid-term measures include a goal-based marine fuel standard, phasing in the mandatory use of fuels with less GHG intensity, and a global GHG emission
pricing mechanism.
In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of
reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the Fit for 55 (described above) to support the climate policy agenda. As of January 2019, large ships calling at
EU ports have been required to collect and publish data on carbon dioxide emissions and other information.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources,
and proposed regulations to limit greenhouse gas emissions from large stationary sources. The EPA or individual U.S. states could enact environmental regulations that could negatively affect our operations. On November 2, 2021, the EPA issued a
proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. In November 2022, the EPA issued a supplemental proposal that would achieve more comprehensive emissions reductions and add proposed requirements for
sources not previously covered. The EPA held a public hearing in January 2023 on the proposal and, in December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry, which was
published on March 8, 2024. The rule includes “Emissions Guidelines” for states to follow as they develop plans to limit methane emissions from existing sources.
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 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, or 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 Facilities
Security Code, or 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, or 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 negative 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 and negatively affect our business. Costs
may be incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.
European mandatory non-financial reporting regulations
On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have 18 months from July 6, 2024, to integrate it into national law.
The CSRD will create new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework. The required disclosures will go beyond
environmental and climate change reporting to include social and governance matters (for example, respect for employee and human rights, anti-corruption and bribery, corporate governance and diversity and inclusion). In addition, it will
require disclosure regarding the due diligence processes implemented by a company in relation to sustainability matters and the actual and potential adverse sustainability impacts of an in-scope company’s operations and value chain. The CSRD
will begin to apply on a phased basis starting from financial year 2024 through to 2028, applicable to large EU and non-EU undertakings with substantial presence in the EU, subject to certain financial and employee thresholds being met. New
systems, including personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance. We note that following the publication of
the Omnibus package of proposals on February 26, 2025 which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed
to 2028. If implemented into law, the Omnibus package will simplify compliance for SMEs and all companies with up to 1,000 employees and 50 million turnover will be outside the scope of the CSRD. For the companies in scope (above 1,000
employees and 50 million turnover), the Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS). The proposed provisions in CSRD also create a derogation for companies with more than
1,000 employees and a turnover below EUR 450 million by making the reporting of Taxonomy voluntary, and also, put a stronger emphasis on transition finance by introducing the option of reporting on partial Taxonomy-alignment.
Inspection by 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
constructed 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, DNV, Lloyd’s Register of Shipping, Bureau Veritas, NKK).
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 above 15 years of age is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. 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 which could cause us to be in violation of
certain covenants in our loan agreements. 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 incidents, 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.
Hull & Machinery and War Risks Insurances
We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for our vessel. Each of our vessels is covered up to at least its
fair market value with deductibles ranging between $125,000 and $150,000 per incident. We also maintain increased value coverage for our vessels. Under this increased value coverage, in the event of total loss of a vessel, we will be able to
recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy
by reason of under insurance.
Protection and Indemnity Insurance
Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping
activities. This includes related expenses of injury, illness 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 such as fixed
and floating objects, pollution arising from oil or other substances, 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 coverage limit is as per the International Group’s rules, where there are standard sub-limits for oil pollution at $1 billion, passenger liability at $2 billion and seamen liabilities at $3
billion. 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 in excess of each
association’s own retention of $10.0 million up to, currently, approximately $8.9 billion. As a member of P&I Associations, which is a member of the International Group, we are subject to 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.
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 believe that we have obtained all permits,
licenses and certificates currently required to permit our vessels to operate as planned. 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 in the future.
| C. |
Organizational Structure
|
We are a Marshall Islands corporation. Our significant wholly owned subsidiaries as of December 31, 2024 are listed in Exhibit 8.1 to this annual report on Form 20-F.
| D. |
Property, Plants and Equipment
|
We do not own any real estate property. We maintain our principal executive offices at 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece. Other than our vessels, we do not have any material
property. See “Item 4.B. Business Overview - Our Current Fleet.”
| ITEM 4A. |
UNRESOLVED STAFF COMMENTS
|
None.
| ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in
“Item 18. Financial Statements.” We were incorporated under the laws of the Republic of the Marshall Islands on January 20, 2022 and did not commence operations until the consummation of the Spin-Off on July 5, 2022. For periods from January 1,
2022 up to July 5, 2022, the accompanying financial statements reflect the financial position and results of the carve-out operations of United Maritime Predecessor. For period from January 20, 2022 up to December 31, 2022 and for the years
ended December 31, 2023 and December 31, 2024, the accompanying financial statements reflect the financial position and results of United Maritime Corporation and of its consolidated subsidiaries.
This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking
statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors.”
|
A.
|
Results of operations
|
Principal Factors Affecting Our Business
The principal factors that affect our financial position, results of operations and cash flows include the following:
| • |
number of vessels owned and operated;
|
| • |
voyage charter rates;
|
| • |
time charter trip rates;
|
| • |
period time charter rates;
|
| • |
the nature and duration of our voyage charters;
|
| • |
vessels repositioning;
|
| • |
vessel operating expenses and direct voyage costs;
|
| • |
maintenance and upgrade work;
|
| • |
the age, condition and specifications of our vessels;
|
| • |
issuance of our common shares and other securities;
|
| • |
amount of debt obligations; and
|
| • |
financing costs related to debt obligations.
|
We are also affected by the types of charters we enter into. Vessels operating on period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit
margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
Vessels operating in the spot charter market or on index-linked time charters generate revenues that are less predictable, but can yield increased profit margins during periods of improvements
in dry bulk rates. Spot charters also expose vessel-owners to the risk of declining dry bulk rates and rising fuel costs in case of voyage charters.
Critical Accounting Policies
Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or
complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. We have described in Item 5. Operating and Financial Review and Prospects – E. Critical Accounting Estimates our
critical accounting policies, because they potentially result in material different results under different assumptions and conditions. For a description of all our significant accounting policies, see Note 2 to our annual audited financial
statements included in this annual report.
Results of Operations
Year ended December 31, 2024 as compared to year ended December 31, 2023
|
(In thousands of U.S. Dollars, except for share and per share data)
|
Change
|
|||||||||||||||
|
Year ended December
31, 2024
|
Year ended December
31, 2023
|
Amount
|
%
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Vessel revenue, net
|
45,439
|
36,067
|
9,372
|
26
|
%
|
|||||||||||
|
Expenses:
|
||||||||||||||||
|
Voyage expenses
|
(1,771
|
)
|
(3,107
|
)
|
1,336
|
(43
|
)%
|
|||||||||
|
Vessel operating expenses
|
(19,745
|
)
|
(20,338
|
)
|
593
|
(3
|
)%
|
|||||||||
|
Management fees-related party
|
(1,741
|
)
|
(1,421
|
)
|
(320
|
)
|
23
|
%
|
||||||||
|
Management fees
|
(522
|
)
|
(545
|
)
|
23
|
(4
|
)%
|
|||||||||
|
General and administration expenses
|
(4,010
|
)
|
(6,018
|
)
|
2,008
|
(33
|
)%
|
|||||||||
|
Depreciation and amortization
|
(13,430
|
)
|
(9,363
|
)
|
(4,067
|
)
|
43
|
%
|
||||||||
|
Impairment loss
|
(828
|
)
|
-
|
(828
|
)
|
-
|
||||||||||
|
Gain on sale of vessel, net
|
1,426
|
11,804
|
(10,378
|
)
|
(88
|
)%
|
||||||||||
|
Operating income
|
4,818
|
7,079
|
(2,261
|
)
|
(32
|
)%
|
||||||||||
|
Other income / (expenses), net:
|
||||||||||||||||
|
Interest and finance costs
|
(8,416
|
)
|
(7,183
|
)
|
(1,233
|
)
|
17
|
%
|
||||||||
|
Loss on extinguishment of debt
|
(397
|
)
|
(85
|
)
|
(312
|
)
|
367
|
%
|
||||||||
|
Interest income
|
314
|
430
|
(116
|
)
|
(27
|
)%
|
||||||||||
|
Loss on equity method investment
|
(142
|
)
|
-
|
(142
|
)
|
-
|
||||||||||
|
Other income
|
311
|
112
|
199
|
178
|
%
|
|||||||||||
|
Other, net
|
129
|
(132
|
)
|
261
|
(198
|
)%
|
||||||||||
|
Total other expenses, net:
|
(8,201
|
)
|
(6,858
|
)
|
(1,343
|
)
|
20
|
%
|
||||||||
|
Net (loss) / income
|
(3,383
|
)
|
221
|
(3,604
|
)
|
(1,631
|
)%
|
|||||||||
|
Net (loss) / income attributable to common stockholders
|
(3,383
|
)
|
126
|
(3,257
|
)
|
(2,585
|
)%
|
|||||||||
|
Net (loss) / income per common share
|
||||||||||||||||
|
Basic and Diluted
|
(0.39
|
)
|
0.02
|
|||||||||||||
|
Weighted average number of common shares outstanding
|
||||||||||||||||
|
Basic and Diluted
|
8,711,951
|
8,359,487
|
||||||||||||||
Vessel Revenue, Net – Vessel revenue, net increased by $9.4 million or 26% in 2024 and is mainly attributable to the increase in the size of our fleet
resulting to an increase of operating days from 2,143 days in 2023 to 2,778 days in 2024. This increase was also enhanced by a slight increase in TCE rate in 2024 compared of that of 2023. Please see the reconciliation of TCE rate (a non-GAAP
measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure in “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.
Voyage Expenses – Voyage expenses amounted to $1.8 million in 2024 and $3.1 million in 2023. The decrease is mainly attributed to the 44 operating days
that our fleet was chartered in the spot market in 2023 compared to NIL days in 2024, during which such expenses are borne by the owners. The decrease was partially offset by the increased brokerage commission as a result of the increased
revenue earned in 2024 as compared to 2023.
Vessel Operating Expenses – Vessel operating expenses amounted to $19.7 million in 2024 and $20.3 million in 2023. The slight decrease is primarily
attributable to the decrease in daily operating expenses from $6,861 in 2023 to $6,616 in 2024. The decrease was partially offset by the increase in ownership days from 2,339 ownership days in 2023 to 2,875 ownership days in 2024. Please see
the calculation of daily operating expenses (a non-GAAP metric) “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.
Management Fees – related party – Management fees to related party amounted to $1.7 million in 2024 and $1.4 million in 2023. The increase is related to
the increase in ownership days for vessels that were under related parties’ management, from 1,208 days in 2023 to 1,777 days in 2024.
Management Fees – Management fees amounted to $0.5 million in 2024 and $0.5 million in 2023.
General and Administrative Expenses – General and administrative expenses amounted to $4.0 million and $6.0 million in 2024 and 2023, respectively. The
decrease is mainly attributable to decreased stock-based compensation, a non-cash item, which was $0.8 million in 2024 for shares granted pursuant to our 2022 Equity Incentive Plan, compared to $2.5 million in 2023.
Depreciation and amortization – Depreciation and amortization amounted to $13.4 million in 2024 and $9.4
million in 2023. The increase is attributable to the increase in ownership days from 2,339 days in 2023 to 2,875 days in 2024, which is partially offset by the decreased depreciation due to the increase in scrap rate which was effective from
January 1, 2024. Three additional vessels performed their scheduled drydocking in 2024 resulting to an increased amortization in 2024 compared to 2023.
Impairment loss – Impairment loss amounted to $0.8 million in 2024 and relates to the M/V Gloriuship which was classified as held for sale as of
December 31, 2024 and her delivery to the new owners is expected to take place in the third quarter of 2025. No impairment loss was recorded for 2023.
Gain on sale of vessels – The gain of $1.4 million in 2024 is attributable to the sale of the M/V Oasea in July 2024. An aggregate amount of $0.2
million was paid to Seanergy Management for this sale in 2024, representing 1% of the gross sale price. The gain of $11.8 million recorded in 2023 is attributable to the sale of the M/T Epanastasea in August 2023. An aggregate amount of $0.4
million was paid to Seanergy Management for this sale in 2023, representing 1% of the gross sale price.
Interest and Finance Costs, net – Interest and finance cost amounted to $8.4 million in 2024 and $7.2 million in 2023. The increase is attributable to the increase of the weighted average outstanding debt from $58.4 million in 2023 to $70.0 million in 2024.The weighted average interest rate on our outstanding debt was 8.54% and 8.70% for 2024
and 2023, respectively.
Loss on extinguishment of debt – The loss of $0.4 million in 2024 is mainly attributable to the early prepayment of the Neptune Sale and Leaseback
associated with the vessel sale in July 2024. The loss in 2023 is attributable to the loss of $0.03 million following the repayment of the July 2022 EnTrust Facility and a loss of $0.06 million following
the repayment of the August 2022 EnTrust Facility.
Interest income- Interest income amounted to $0.3 million in 2024 and $0.4 million in 2023 related to our short-term time deposits.
Loss on equity method investment- Loss on equity method investment of $0.1 million in 2024 represents our share of results in the ECV project through
our investment in RGI Marine Holdings S.A.
Other Income – Other income amounted to $0.3 million in 2024 and $0.1 million in 2023. The increase is attributed to the insurance credits in respect
with vessels’ insurances.
Please see Item 5.A of our Form 20-F filed with the Commission on April 2, 2024 for a discussion of the year-to-year comparison between 2023 and 2022.
Implications of Being an Emerging Growth Company
We had less than $1.235 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company 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 emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley; 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 our initial public offering or such earlier time that we are no longer an emerging
growth company. We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year. We may choose to take advantage of some,
but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide 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.
|
B.
|
Liquidity and Capital Resources
|
As of December 31, 2024, we did not have any contractual obligations other than the loan agreements, finance leases, other financial liabilities, capital expenditures for vessels acquisitions
described below and the remaining capital commitments of Euro 4.4 million related to the ECV project. In January 2025, we distributed $0.7 million as a quarterly cash dividend to our common shareholders. On March 17, 2025, we declared a cash
dividend of $0.01 per share for the fourth quarter of 2024. The quarterly dividend was paid on April 10, 2025 to all shareholders of record as of March 27, 2025.
On March 6, 2024, we entered into a bareboat charter agreement for an 82,235 dwt Kamsarmax dry bulk carrier built in 2016 in Japan, which was renamed Nisea and was delivered to the Company in
September 2024. The vessel is chartered-in under an 18-month bareboat charter agreement, with a down payment of $7.5 million (already paid), at a daily charter rate of $8,000 over the period of the bareboat
charter. We also have the option to purchase the vessel at the end of the bareboat charter period for a purchase price of $16.6 million. We made a down payment in the amount of $3.75 million upon the signing of the agreement and a further down
payment of $3.75 million was payable prior to the expected date of delivery of the vessel. In aggregate, the acquisition cost for the vessel, assuming exercise of the purchase option, will be approximately $28.4 million.
We will require capital to fund ongoing operations and capital expenditures for our vessels’ scheduled surveys, vessel improvements to meet new regulations, for any future vessel acquisitions
and to pay dividends.
Our principal source of funds has been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions, vessels sales and equity provided by the capital markets.
Our principal use of funds has primarily been capital expenditures to establish our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations, fund working capital
requirements, dividend payments and make principal repayments and interest payments on our outstanding debt obligations, finance leases and other financial liabilities. As of the date of this annual report, our cash flow projections indicate
that cash on hand and cash to be provided by operating activities, financing activities and investing activities or a combination of any of those (i.e. debt agreements, vessel sales, sale and leaseback activities and finance leases) will be
sufficient to meet our obligations and cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance, including obligations arising from purchase options in finance lease
agreements and for vessel acquisitions.
Cash Flows
|
(In thousands of US Dollars)
|
||||||||||||
|
Year ended
December 31, 2024
|
Year ended
December 31, 2023
|
From the date
of inception
(January 20, 2022)
through
December 31, 2022
|
||||||||||
|
Cash Flow Data:
|
||||||||||||
|
Net cash provided by / (used in) operating activities
|
3,264
|
(6,228
|
)
|
7,875
|
||||||||
|
Net cash provided by / (used in) investing activities
|
7,949
|
(59,138
|
)
|
6,488
|
||||||||
|
Net cash (used in) / provided by financing activities
|
(18,952
|
)
|
9,935
|
55,569
|
||||||||
Year ended December 31, 2024, as compared to year ended December 31, 2023
Cash and cash equivalents and restricted cash, non-current, as of December 31, 2024 were $6.8 million. 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 primarily in U.S. dollars, with minimal amounts held in Euro.
Net Cash from Operating Activities
Net cash provided by operating activities for the year ended December 31, 2024 amounted to $3.3 million. Net cash used in operating activities for the year ended December 31, 2023 amounted to
$6.2 million. The increase is primarily attributed to the increased operating days in 2024 compared to 2023 due to the increased size of our fleet which is partially offset by the drydocking costs, as three vessels underwent drydocking in
2024.
Net Cash from Investing Activities
Net cash provided by investing activities for the year ended December 31, 2024 was $7.9 million. The 2024 cash inflows resulted mainly from $20.2 million proceeds from sale of M/V Oasea. The
cash inflows were partially offset by $8.3 million lease prepayments and other initial direct costs for finance leased vessels, $3.7 million payments in equity investment and $0.3 million payments on vessels’ improvements. Net cash used in
investing activities for the year ended December 31, 2023 was $59.1 million. The 2023 cash outflows resulted mainly from $81.7 million payments for acquisition of vessels and improvements and $14.9 million lease prepayments and other initial
direct costs for finance leased vessels. The outflows were partially offset by the $37.5 million proceeds from sale of M/T Epanastasea.
Net Cash from Financing Activities
Net cash used in financing activities for the year ended December 31, 2024 was $19.0 million. The 2024 cash outflows resulted mainly from $33.7 million prepayments of long-term debt and other
financial liabilities, $32.1 million payments for finance lease liabilities, $2.6 million dividend payments, $1.6 million payments of financing costs and $0.5 million payments for repurchases of common stock. The outflows were partially offset
by $47.1 million proceeds from long term debt and other financial liabilities and $4.4 million relates to amounts due to related party. Net cash provided by financing activities for the year ended December 31, 2023 was $9.9 million. The 2023
cash inflows resulted mainly from $54.5 million proceeds from long term debt and other financial liabilities and $1.9 million proceeds from issuance of shares following warrant exercises. The inflows were partially offset by $31.9 million
repayments of long-term debt and other financial liabilities, $9.4 million dividend payments, $2.7 million payments for finance lease liabilities, $1.8 million payments of financing costs and $0.7 million payments for repurchases of common
stock.
Please see Item 5.A of our Form 20-F filed with the Commission on April 2, 2024 for a discussion of the year-to-year comparison between 2023 and 2022.
Loan Arrangements
New Loan Facility during the year ended December 31, 2024
Sinopac Loan Facility
On August 5, 2024, the Company entered a $16.5 million loan facility (the “Sinopac Loan Facility”) with Sinopac Capital International (HK) Limited (“Sinopac”) for the purpose of
financing the exercise of the purchase option of the M/V Chrisea under its previous bareboat charter. The facility was drawn on August 19, 2024 and bears interest of term SOFR plus a margin of 2.60% per annum. The term of the facility is five
years, and the repayment schedule comprises of 20 quarterly installments of $0.4 million, followed by a balloon installment of $8.5 million payable along with the final installment. An amount of $1.2 million was withheld as a security deposit
by Sinopac upon the drawdown of the facility to secure the due liabilities by the Company of its obligations and undertakings as per Sinopac Loan Facility. In addition, the Company is required to maintain a security cover ratio not less than
110% for the first two years and 120% at all times thereafter until the maturity of the loan. As of December 31, 2024, the outstanding amount under this facility was $16.1 million.
Loan Facilities repaid during the years ended December 31, 2024 and December 31, 2023
July 2022 EnTrust Facility
On July 1, 2022, the loan facility entered into between Seanergy and Kroll Agency Services Limited and Kroll Trustee Services Limited as facility agent and security agent, respectively, and
certain nominees of EnTrust Global as lenders, for the M/V Gloriuship, was amended for the purposes of replacing Seanergy with the Company as guarantor upon the consummation of the Spin-Off (the “July
2022 Entrust Facility”). All applicable financial covenants were waived with no material changes in the other terms of the loan facility.
On July 28, 2022, the July 2022 EnTrust Facility was amended and restated in order to (i) increase the facility from the total amount outstanding of $4.6 million to $14.0 million, (ii) change
the maturity to February 2024, (iii) alter the guarantor of the facility to the Company and (iv) cancel all applicable financial covenants with no material changes in the other terms of the loan facility. The amended and restated July 2022
Entrust Facility was fully drawn on August 1, 2022. In connection with the sale of M/Ts Parosea and Bluesea, the Company prepaid $2.0 million of the July 2022 EnTrust Facility, as agreed with the lenders in November 2022 pursuant to a side
letter. The facility bore a fixed interest rate of 7.90% per annum and was repayable through two quarterly installments of $0.5 million and one of $1.0 million falling nine, twelve and fifteen months after the drawdown and a final balloon of
$10.0 million payable at maturity. On December 5, 2023, the total amount outstanding under this facility was fully repaid in connection with the entry into the Huarong Sale and Leaseback and all obligations under the facility were irrevocably
and unconditionally discharged.
August 2022 EnTrust Facility
In August 2022, the Company entered into a secured loan facility of $63.6 million with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent,
respectively, and certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum. The facility originally had a term of 18 months
after the drawdown of the last tranche and would amortize through three quarterly installments averaging $4.0 million commencing nine months from the drawdown date, followed by a $51.6 million balloon payable at maturity. Following the sale of
the M/Ts Parosea and Bluesea, we repaid their respective tranches for an aggregate amount of $32.4 million.
On January 30, 2023, as part of the sale of the M/T Minoansea and the acquisitions of the M/Vs Goodship and Tradership, we entered into a deed of accession, amendment and restatement of the
August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility. Under the terms of the amended agreement, the fixed interest rate was amended to 9.00% per annum and the $15.2 million tranche that was previously
secured by the M/T Minoansea was replaced by two tranches of $7.0 and $8.2 million, secured by the M/V Goodship and M/V Tradership, respectively.
On August 9, 2023, the Company entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility.
Under the terms of the amended agreement, the $15.0 million tranche was secured by the M/V Exelixsea and bore a fixed rate of 9.00% per annum.
On December 5, 2023, we prepaid the $12.2 million outstanding indebtedness under the two tranches secured by the M/V Goodship and M/V Tradership, using proceeds from the Huarong Sale and
Leaseback agreement, described below.
Following the 2023 amendments, the August 2022 EnTrust Facility was repayable through one installment of $0.5 million on the twelfth month after the original drawdown date, and an installment
of $1.5 million on the fifteenth month after the original drawdown date, followed by a balloon installment of $13.0 million payable at maturity. The August 2022 EnTrust Facility was secured by a first priority mortgage and a general assignment
covering earnings, insurances and requisition compensation over the M/V Exelixsea, an account pledge agreement concerning the earnings account of the vessel, a shares security agreement concerning the vessel-owning subsidiary’s shares and
relevant technical and commercial managers’ undertakings. The facility agreement included certain restrictions on dividends from the borrower’s accounts and other distributions. This facility was fully repaid on March 27, 2024 in connection
with the entry into the Village Seven Sale and Leaseback, and all obligations under the facility were irrevocably and unconditionally discharged.
Sale and Leaseback Transactions
New Sale and Leaseback Activities during the year ended December 31, 2024
Village Seven Sale and Leaseback
On February 22, 2024, we entered into a $13.8 million sale and leaseback agreement with Village Seven Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) in order to refinance the August
2022 EnTrust Facility. On March 27, 2024, the Company sold and chartered back the M/V Exelixsea from Village Seven on a bareboat basis for a period of four years, followed by an additional two-year period at the Company’s option. The
charterhire principal is repayable through 48 consecutive monthly installments of $0.2 million paid in advance, which could extend to 72 installments in case of exercise of the two-year optional period. The Company has continuous options to
repurchase the vessel at predetermined prices, following the second anniversary of the bareboat charter. At the end of the optional period, the Company has the option to take ownership of the vessel at nominal additional cost. The applicable
interest rate is 3-month term SOFR plus 2.65% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
As of December 31, 2024, the amount outstanding under the Village Seven Sale and Leaseback was $11.9 million.
Onishi Sale and Leaseback
On July 24, 2024, the Company entered into a $18.0 million sale and leaseback agreement with Onishi Kaiun Co. and Ocean West Shipping S.A. for the purpose of financing the purchase option of
the M/V Synthesea under its previous bareboat charter. On August 1, 2024, the Company sold and chartered back the M/V Synthesea on a bareboat basis for a period of five years, followed by an additional two-year period at the Company’s option.
The financing bears an interest rate of 2.70% plus 3-month term SOFR. The charterhire principal amortizes over a seven-year term, through 84 consecutive monthly installments of approximately $0.1 million. Following the second anniversary of the
bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the optional period, the Company and the lessors have the option to repurchase and to sell the
vessel, respectively, for $6.5 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
As of December 31, 2024, the amount outstanding under the Onishi Sale and Leaseback was $17.2 million.
Existing Sale and Leaseback Activities
April 2023 Neptune Sale and Leaseback
On April 26, 2023, following the delivery of the M/V Cretansea, we entered into a $12.25 million sale-and-leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd. (“Neptune”), for
the purpose of partly financing the acquisition cost of M/V Cretansea. The Company sold and chartered back the vessel from the Neptune subsidiary under a bareboat charter for a five-year period. The Company has continuous options to purchase
the vessel throughout the duration of the charter, while at the end of the five-year bareboat period, it has the obligation to purchase the vessel for $6.4 million. The Company is required to maintain a security cover ratio (as defined in the
bareboat charter) of at least 120% for the first twelve months and at least 130% thereafter. In addition, the lessee is required to maintain minimum liquidity of approximately $0.4 million in its operating account. The charterhire principal
amortizes in 60 consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 million. The applicable interest rate is 3-month term SOFR plus 4.25% per annum.
As of December 31, 2024, the outstanding charterhire principal was $10.3 million.
Huarong Sale and Leaseback
On November 15, 2023, the Company entered into three identical $10.0 million sale and leaseback transactions with affiliates of China Huarong Shipping Financial Leasing Company Ltd. (“Huarong”)
for the purpose of refinancing the outstanding indebtedness of the M/V Gloriuship which was previously financed by the July 2022 EnTrust Facility, and the outstanding indebtedness of the M/Vs Goodship and Tradership which were previously
financed by the August 2022 EnTrust Facility. On December 5, 2023, the Company sold and chartered back the vessels from three affiliates of Huarong on a bareboat charter basis for a three-year period. The Company has continuous options to
repurchase the vessels throughout the duration of the charters, starting six months after the commencement date, while at the end of each three-year bareboat period, the Company has the obligation to repurchase each vessel for $5.0 million. The
sale and leaseback agreements do not include any financial covenants or security value maintenance provisions. The charterhire principal of each sale and leaseback transaction amortizes through 36 monthly installments of approximately $0.1
million and a purchase obligation of $5.0 million at the expiration of each bareboat agreement. The applicable interest rate is 3-month term SOFR plus 3.30% per annum.
As of December 31, 2024, the aggregate charterhire principal was $25.0 million.
Sale and Leaseback Transactions repaid during the year ended December 31, 2024 and December 31, 2023
March 2023 Neptune Sale and Leaseback
On March 31, 2023, following the delivery of M/V Oasea, the Company entered into a $12.25 million sale and leaseback agreement with a subsidiary of Neptune, for the purpose of partly financing
the acquisition cost of M/V Oasea. The Company sold and chartered back the vessel from the Neptune subsidiary under a bareboat charter for a five-year period. The Company had continuous options to repurchase the vessel throughout the duration
of the charter, while at the end of the five-year bareboat period, it had the obligation to repurchase the vessel for $6.4 million. The Company was required to maintain a security cover ratio (as defined in the bareboat charter) of at least
120% for the first twelve months and at least 130% thereafter. In addition, the lessee was required to maintain minimum liquidity of approximately $0.4 million in its operating account. The charterhire principal was repayable in 60 consecutive
monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 at the expiration of the bareboat charter. The applicable interest rate was 3-month term SOFR plus 4.25% per annum. On July 19, 2024, the Company
repurchased the vessel from Neptune, repaying the outstanding charterhire principal of $10.8 million and the relevant prepayment fees, in connection with the sale of the M/V Oasea to her new owners.
|
C.
|
Research and development, patents and licenses, etc.
|
None.
|
D.
|
Trend Information
|
Our results of operations depend primarily on the charter rates earned by our vessels. The widely accepted benchmark of charter market in the dry bulk industry is the Baltic Dry Index, or the
BDI. Over the course of 2024, the BDI registered a low of 976 on December 19, 2024 and a high of 2,419 on March 18, 2024.
The historic performance of the BDI has been characterized by high volatility, driven by changes in supply and demand for vessels. Over an extended period
of time in recent years, the growth in the size of the dry bulk fleet has outpaced growth in vessel demand.
Specifically, in the period from 2010 to 2024, the size of the fleet in terms of deadweight tons grew by an annual average of about 5.0% while the corresponding growth in demand for dry bulk
carriers grew by 3.0%, resulting in a drop of about 50% in the value of the BDI over the period. In 2024, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 4.9%. According to tentative projections, the total
size of the dry bulk fleet is expected to rise by about 3.0% in 2025, compared to expected demand growth of 0.7%.
Capesize dry bulk vessels primarily transport iron ore and coal, with bauxite gaining a larger share year by year. Similarly, Panamax and Kamsarmax
dry bulk vessels play a crucial role in transporting dry bulk cargo such as coal, grains, and iron ore to a lesser extent. China is a major player in the global iron ore market, importing more than 70% of seaborne iron ore. Australia and Brazil
dominate exports, accounting for nearly 80% of global iron ore exports combined. Since 2000, the growth in China's iron ore and coal imports has significantly influenced the dry bulk market, though, this trend has slowed since 2015. On the
bauxite front, China's bauxite imports are playing an increasingly vital role in Capesize markets. Infrastructure improvements in West Africa, led by Guinea, are expected to further boost bauxite trade, while, the giant Simandou iron ore
project is anticipated to significantly increase iron ore exports from the region.
The significant geopolitical developments, with most notable the recent conflicts in Ukraine and Gaza, along with escalating tariff disputes, have to a
certain extent disrupted dry bulk seaborne trade, affecting global shipping routes, freight rates, and maritime security. Further to the direct impact on seaborne trade, these events also affected seaborne trade indirectly through their impact,
realized or expected, on economic activity and inflation.
Even though the ongoing war in Ukraine, initially had a positive effect on the dry bulk market due to shifts in trade patterns, its long term impact
has been marginal. Our operations have not been materially affected, as our vessels do not currently operate in Russian or Ukrainian ports, and our suppliers and service providers have not faced restrictions or disruptions in their activities.
We do not anticipate any significant impact in the future. Meanwhile, the 2023 Israel–Hamas war and subsequent missile attacks by the Houthis in the Red Sea have led vessels to divert via the Cape of Good Hope, instead of transiting the Suez
Canal. This had a modestly positive impact on the dry bulk market, since the longer route increased fleet utilization and reduced the supply of available ships. While the cease-fire declared on January 15, 2025 eased tensions in region, attacks
resumed in March 2025 and the future direction of the conflict remains highly uncertain and may continue to pose a significant safety hazard for vessels transiting the Red Sea. Finally, the implementation of the proposed trade tariffs from the
new US administration could pose risks for the dry bulk market. These proposed tariffs target all trade partners to some extent, which could have unpredictable effects on economic activity. Higher import costs and more trade imbalances may
affect shipping volumes, routes, and demand patterns, in ways that can potentially impact the dry bulk market. We may need to adjust our operational strategies to navigate these changes.
As a majority of our fleet is employed on index-linked charter contracts, we will be exposed to any near-term volatility in the charter market, to the extent that we have not hedged the
index-linked earnings through forward freight agreements. We believe we have structured our capital expenditure requirements, debt commitments and liquidity resources in a way that will provide us with financial flexibility (see “Item 5.
Operating and Financial Review and Prospects - B. Liquidity and Capital Resources” for more information).
Important Measures and Definitions for Analyzing Results of Operations
We use a variety of financial and operational terms and concepts. These include the following:
Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat
basis each vessel in our fleet. 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 recorded during that period. Our calculation of Ownership Days may not be
comparable to that reported by other companies due to differences in methods of calculation.
Available days. Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due
to major repairs, dry-dockings, lay-up or special or intermediate surveys, which are the repair days. The shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate
revenues. Our calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of calculation.
Operating days. 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 unforeseen circumstances. Operating days include the days that our vessels are in ballast voyages without having fixed their next employment. The shipping industry uses operating days to measure the aggregate number of days in a
period during which vessels could actually generate revenues. Our calculation of Operating Days may not be comparable to that reported by other companies due to differences in methods of calculation.
Fleet utilization. Fleet utilization is the percentage of time that our vessels were generating revenues and is determined by
dividing operating days by ownership days for the relevant period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire
for unforeseen events. We believe it provides additional meaningful information and assists management in making decisions regarding areas where we may be able to improve efficiency and increase revenue and because we believe that it provides
useful information to investors regarding the efficiency of our operations.
Off-hire. The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter.
Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any modifications to comply
with industry certification or governmental requirements.
Time charter. A time charter is a contract for the use of a vessel for a specific period of time (period time charter) or for a
specific voyage (trip time charter) during which the charterer pays substantially all of the voyage expenses, including port charges, bunker expenses, canal charges and other commissions. The vessel owner pays the vessel operating expenses,
which include crew costs, provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel’s dry-docking and intermediate and special survey costs. Time charter
rates are usually index linked during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel
is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.
Bareboat charter. A bareboat charter is generally a contract pursuant to which a vessel owner provides its vessel to a charterer for
a fixed period of time at a specified daily rate. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.
Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an
agreed-upon total amount. Under voyage charters, voyage expenses, such as port charges, bunker expenses, canal charges and other commissions, are paid by the vessel owner, who also pays vessel operating expenses.
TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period divided by the number
of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions.
Daily Vessel Operating Expenses. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses less
pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Vessel operating expenses before
pre-delivery expenses exclude one-time pre-delivery and pre-joining expenses associated with initial crew manning and supply of stores of Company’s vessels upon delivery.
Performance Indicators
The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable U.S. GAAP measures.
|
United Maritime Corporation
|
||||||||||||
|
Fleet Data:
|
Year ended
December 31, 2024
|
Year ended
December 31, 2023
|
For the period from
January 20, 2022
(date of inception)
to December 31, 2022
|
|||||||||
|
Ownership days
|
2,875
|
2,339
|
614
|
|||||||||
|
Available days
|
2,787
|
2,200
|
614
|
|||||||||
|
Operating days
|
2,778
|
2,143
|
610
|
|||||||||
|
Fleet utilization
|
96.6
|
%
|
91.6
|
%
|
99.3
|
%
|
||||||
|
Average Daily Results:
|
||||||||||||
|
TCE rate(1)
|
$
|
15,719
|
$
|
15,380
|
$
|
28,752
|
||||||
|
Daily Vessel Operating Expenses(2)
|
$
|
6,616
|
$
|
6,861
|
$
|
7,265
|
||||||
|
United Maritime
Predecessor
|
||||
|
For the period from
January 1, 2022
through
July 5, 2022
|
||||
|
Fleet Data:
|
||||
|
Ownership days
|
186
|
|||
|
Available days
|
126
|
|||
|
Operating days
|
116
|
|||
|
Fleet utilization
|
62.3
|
%
|
||
|
Average Daily Results:
|
||||
|
TCE rate(1)
|
$
|
16,267
|
||
|
Daily Vessel Operating Expenses(2)
|
$
|
5,914
|
||
| (1) |
We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. GAAP measure, because it assists our management in
making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles our
net revenues from vessel to TCE rate.
|
| (2) |
We include Daily Vessel Operating Expenses, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with vessel operating expenses, the most directly comparable U.S. GAAP measure, because it
assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by other
companies. The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses.
|
|
(In thousands of US Dollars, except operating days and TCE rate)
|
United Maritime Corporation
|
|||||||||||
|
Year ended
December 31,
2024
|
Year ended
December 31,
2023
|
For the period from
January 20, 2022
(date of inception)
to December 31, 2022
|
||||||||||
|
Vessel revenue, net
|
$
|
45,439
|
$
|
36,067
|
$
|
22,784
|
||||||
|
Voyage expenses
|
$
|
(1,771
|
)
|
$
|
(3,107
|
)
|
$
|
(5,245
|
)
|
|||
|
Time charter equivalent revenues
|
$
|
43,688
|
$
|
32,960
|
$
|
17,539
|
||||||
|
Operating days
|
2,778
|
2,143
|
610
|
|||||||||
|
TCE rate
|
$
|
15,719
|
$
|
15,380
|
$
|
28,752
|
||||||
|
(In thousands of US Dollars, except operating days and TCE rate)
|
United Maritime
Predecessor
|
|||
|
For the period from
January 1, 2022
through
July 5, 2022
|
||||
|
Vessel revenue, net
|
$
|
2,327
|
||
|
Voyage expenses
|
$
|
(440
|
)
|
|
|
Time charter equivalent revenues
|
$
|
1,887
|
||
|
Operating days
|
116
|
|||
|
TCE rate
|
$
|
16,267
|
||
|
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
||||||||||||
|
Year ended
December 31, 2024
|
Year ended
December 31, 2023
|
For the period from
January 20, 2022
(date of inception)
to December 31, 2022
|
||||||||||
|
Vessel operating expenses
|
$
|
19,745
|
$
|
20,338
|
$
|
5,179
|
||||||
|
Pre-delivery expenses
|
$
|
(724
|
)
|
$
|
(4,291
|
)
|
$
|
(718
|
)
|
|||
|
Vessel operating expenses before pre-delivery expenses
|
$
|
19,021
|
$
|
16,047
|
$
|
4,461
|
||||||
|
Ownership days
|
2,875
|
2,339
|
614
|
|||||||||
|
Daily Vessel Operating Expenses
|
$
|
6,616
|
$
|
6,861
|
$
|
7,265
|
||||||
|
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
United Maritime
Predecessor
|
|||
|
For the period from
January 1, 2022
through
July 5, 2022
|
||||
|
Vessel operating expenses
|
$
|
1,100
|
||
|
Ownership days
|
186
|
|||
|
Daily Vessel operating expenses
|
$
|
5,914
|
||
|
E.
|
Critical Accounting Estimates
|
The discussion and analysis of our financial condition and results of operations are based upon our 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 that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We
have described below what we believe is our most critical accounting estimate, because it generally involves a comparatively higher degree of judgment in its application. For a description of all our significant accounting policies, see Note 2
to our annual audited financial statements included in this annual report.
Impairment of Long-lived Assets
We review our long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose
a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs or right-of use assets, may not be recoverable. The volatile market conditions in the
dry bulk market with decreased charter rates and decreased vessel market values are conditions we consider to be indicators of a potential impairment for our vessels and right-of use assets. We determine undiscounted projected operating cash
flows, for each vessel and right-of use assets with an impairment indicator and compare it to the vessel’s carrying value or right-of use asset. When the undiscounted projected operating cash flows expected to be generated by the use of the
vessel and/or its eventual disposition are less than its carrying amount, we impair the carrying amount of the vessel or right-of use assets. Measurement of the impairment loss is based on the fair value of the vessel as determined by
independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter
equivalent for the non-fixed days, based on a combination of one year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding the outliers, inflated annually by a 2.0% growth rate. Charter revenues are
adjusted for commissions, expected off hires due to scheduled vessel maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel
operating expenses and scheduled vessel maintenance.
Our assessment concluded that no impairment loss should be recorded as of December 31, 2024 and 2023.
Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels
Historically, the market values of vessels have experienced volatility, which from time to time may be substantial. As a result, the charter-free market values of our vessels may have declined
below the vessels’ carrying value or right-of use assets, even though we would not impair the vessel’s carrying value or right-of use assets under our accounting impairment policy. The table set forth below indicates (i) the carrying value of
our vessels and right-of use assets as of December 31, 2024 and December 31, 2023, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value. The carrying value includes, as applicable, vessel costs or
right-of use assets, plus any unamortized deferred dry-docking costs. The difference between the carrying value of our vessels or right-of use assets and their market value of $5.2 million and $5.5 million, as of December 31, 2024 and 2023,
respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell,
and where the buyer was not under any compulsion to buy as of December 31, 2024 and 2023. For purposes of this calculation, we assumed that the vessels would be sold at a price that reflected our estimate of their charter-free market value as
of December 31, 2024 and 2023.
|
|
Carrying value plus unamortized dry-docking costs
as of
(in millions of U.S. dollars)
|
|||||||||||||
|
Vessel
|
Year Built
|
Dwt
|
December 31, 2024
(in millions of U.S. dollars)
|
December 31, 2023
(in millions of U.S. dollars)
|
||||||||||
|
Tradership
|
2006
|
179,925
|
17.2
|
20.0
|
*
|
|||||||||
|
Goodship
|
2005
|
177,536
|
16.4
|
16.2
|
||||||||||
|
Gloriuship
|
2004
|
171,314
|
-
|
15.9
|
*
|
|||||||||
|
Nisea
|
2016
|
82,235
|
27.6
|
*
|
-
|
|||||||||
|
Oasea
|
2010
|
82,217
|
-
|
18.7
|
||||||||||
|
Cretansea
|
2009
|
81,508
|
19.0
|
*
|
18.9
|
*
|
||||||||
|
Chrisea
|
2013
|
78,173
|
20.5
|
21.5
|
*
|
|||||||||
|
Synthesea
|
2015
|
78,020
|
25.0
|
*
|
26.2
|
*
|
||||||||
|
Exelixsea
|
2011
|
76,361
|
16.5
|
17.6
|
||||||||||
|
TOTAL
|
142.2
|
155.0
|
||||||||||||
| * |
Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2024 and 2023, the basic charter-free market value was lower than the vessel’s carrying value or right-of use assets plus unamortized
dry-docking costs.
|
Our estimate of charter-free market value assume that our vessels were in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of
any kind. Our estimate is 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;
|
| • |
news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;
|
| • |
approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;
|
| • |
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 basic market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our
estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them. We refer you to the risk factor entitled “The market values of our vessels may decrease, which
could limit the amount of funds that we can borrow in the future, trigger breaches of certain financial covenants under any future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a
decline in their market value, a loss.”
Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
There can be no assurance as to how charter rates and vessel values will fluctuate in the future. Charter rates may, from time to time throughout our vessels’ lives, remain for a considerable period of time at depressed levels which could
adversely affect our revenue and profitability, and future assessments of vessel impairment. To minimize such subjectivity, our analysis for the year ended December 31, 2024, for which indicators of impairment were identified, also involved
sensitivity analysis to the model input we believe is more important and likely to change. In particular, in terms of our estimates for the time charter equivalent for the unfixed period, we use a combination of one-year charter rates estimate
and the average of the trailing 10-year historical charter rates, excluding outliers, inflated annually by a 2.0% growth rate. Although the trailing 10-year historical charter rates, excluding the outliers, cover at least a full business cycle,
we sensitized our model with regards to long-term historical charter rate assumptions for the unfixed period beyond the first year. The impairment test that we conduct, when required, is most sensitive to variances in future time charter rates.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 13% for Panamax and Kamsarmax vessels, we would not require to recognize
impairment for the year ended December 31, 2024.
|
A.
|
Directors and Senior Management
|
Set forth below are the names, ages and positions of our directors and executive officers. Members of our board of directors are elected annually on a staggered basis, and each director elected
holds office for a three-year term. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is 154
Vouliagmenis Avenue, 166 74 Glyfada, Greece.
|
Name
|
|
Age
|
Position
|
|
Director Class
|
|
|
Stamatios Tsantanis
|
|
53
|
Chairman, Chief Executive Officer & Director
|
|
C
|
|
|
Stavros Gyftakis
|
|
46
|
Chief Financial Officer & Director
|
|
B
|
|
|
Christina Anagnostara
|
|
54
|
Director*
|
|
A
|
|
|
Ioannis Kartsonas
|
|
53
|
Director*
|
|
A
|
|
|
Dimitrios Kostopoulos
|
|
50
|
Director*
|
|
B
|
| * |
Independent Director
|
The term of our Class A directors expires at the annual general meeting of shareholders in 2026, the term of our Class B directors expires at the annual general meeting of shareholders in 2027,
and the term of our Class C directors expires at the annual general meeting of shareholders in 2025.
Biographical information with respect to each of our directors and our executive officers is set forth below.
Stamatios Tsantanis is the founder and the Chairman, Chief Executive Officer and a member of our board of directors. Mr. Tsantanis is
currently the Chairman of the board of directors and the Chief Executive Officer of Seanergy, serving in the role since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk company with a carrying
capacity of approximately 3.8 million dwt. Mr. Tsantanis also served as Seanergy’s Interim Chief Financial Officer from November 2013 until October 2018. Mr. Tsantanis has been actively involved in the shipping and finance industry since 1998
and has held senior management positions in prominent private and public shipping companies and financial institutions. He was formerly an investment banker at Alpha Finance, a member of the Alpha Bank Group, with active roles in a number of
major shipping corporate finance transactions in the U.S capital markets. Mr. Tsantanis holds a Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in
London and a Bachelor of Science (BSc) in Shipping Economics from the University of Piraeus. He also serves in the board of directors of Breakwave Advisors LLC, the Commodity Trading Advisor (CTA) for the Breakwave Dry Bulk Shipping ETF (NYSE:
BDRY) and the Breakwave Tanker Shipping ETF (NYSE: BWET) and is a fellow of the Institute of Chartered Shipbrokers.
Stavros Gyftakis is our Chief Financial Officer and a member of our board of directors. Mr. Gyftakis is also Seanergy’s Chief
Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 19 years of experience in banking and corporate finance with focus on the shipping sector. Mr.
Gyftakis has held key positions across a broad shipping finance spectrum, including, asset backed lending, debt and corporate restructurings, risk management, financial leasing and loan syndications. Before joining Seanergy, he was a Senior
Vice President on the Greek shipping finance desk at DVB Bank SE. Mr. Gyftakis received his Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) in London with Distinction. He
also holds a Master of Science (MSc) in Business Mathematics, awarded with Honors, from the Athens University of Economics and Business and a Bachelor of Science (BSc) in Mathematics from the Aristotle University of Thessaloniki.
Christina Anagnostara is a member of our board of directors and the Chairman and a member of United’s Audit and Nominating
Committees. Ms. Anagnostara is also a member of the board of directors of Seanergy, and between 2008 to 2013 she served as Seanergy’s Chief Financial Officer. She has more than 26 years of maritime and international business experience in the
areas of finance, banking, capital markets, consulting, accounting and audit. Before joining Seanergy, she served in executive and board positions of publicly listed companies in the maritime industry and she was responsible for the financial,
capital raising and accounting functions. Since 2017 she is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of
the maritime industry. From 2006 to 2008, she served as the Chief Financial Officer and member of the board of directors of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the Alternative Investment Market of the London Stock
Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group. Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified
Chartered Accountant.
Ioannis Kartsonas is a member of our board of directors, the Chairman and a member of United’s Compensation Committee and a member of
United’s Nominating Committee. Mr. Kartsonas is also a member of the board of directors of Seanergy and the Principal and Managing Partner of Breakwave Advisors LLC., a commodity-focused advisory firm based in New York. Mr. Kartsonas has been
actively involved in finance and commodities trading since 2000. From 2011 to 2017, he was a Senior Portfolio Manager at Carlyle Commodity Management, a commodity-focused investment firm based in New York and part of the Carlyle Group, being
responsible for the firm’s shipping and freight investments. During his tenure, he managed one of the largest freight futures funds globally. Prior to this role, Mr. Kartsonas was a Co-Founder and Portfolio Manager at Sea Advisors Fund, an
investment fund focused in shipping. From 2004 to 2009, he was the leading Transportation Analyst at Citi Investment Research covering the broader transportation space, including the shipping industry. Prior to that, he was an Equity Analyst
focusing on shipping and energy for Standard & Poor’s Investment Research. Mr. Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester.
Dimitrios Kostopoulos is a member of our board of directors and a member of United’s Audit and Compensation Committees. Mr.
Kostopoulos is the Chief Executive Officer of Alpha Finance S.A., the brokerage arm of Alpha Bank Group, one of the leading Groups of the financial sector in Greece. He has more than 20 years of experience in the financial services industry.
Prior to assuming his position in Alpha Finance, he served as Head of Investor Relations of the Alpha Bank Group for more than 10 years, with a focus on the institutional shareholding base of the bank. During his tenure, he was actively engaged
in all the significant capital raisings that Alpha Bank Group successfully concluded in the Equity and Debt Capital Markets. Prior to this, Mr. Kostopoulos served as Fund Manager in Alpha Asset Management M.F.M.C. and he has also held positions
in the Private Banking and Treasury units of the Group. Mr. Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly named Cass Business School) of City University in London.
No family relationships exist among any of the directors and executive officers.
|
B.
|
Compensation
|
For the year ended December 31, 2024, the aggregate cash compensation and bonus for the Company's executive officers and directors amounted to $1.5 million. In addition, each director is
reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.
On March 27, 2024, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common
shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 260,000 common shares to members of the Company’s board of directors and 75,000 common shares to certain of the Company’s
service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.635. On March 27, 2024, 67,000 shares vested, on September 27, 2024, 100,500 shares vested and
167,500 shares vested on March 27, 2025.
On April 7, 2025, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common
shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 275,000 common shares to the members of the Company’s board of directors and 85,000 common shares to certain of the Company’s
service providers and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $1.20. 79,500 shares vested on April 7, 2025, 113,000 shares will vest on October 7, 2025 and
167,500 shares will vest on April 7, 2026.
Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. Furthermore, in line with Nasdaq requirements we have
established a clawback policy, a copy of which has been filed as Exhibit 97.1 to this Annual Report.
Equity Incentive Plan
Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”). On October 14, 2022, the Plan was amended and restated to increase the aggregate number of common shares
reserved for issuance under the Plan to 1,500,000 shares. On December 28, 2022, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 2,000,000 shares. On March 27,
2024, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. 65,000 shares remain available for issuance under the Plan. On
April 7, 2025, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. 40,000 shares remain available for issuance under the Plan.
Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares. The Plan is
administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors. Under the Plan, our officers, key employees, directors, consultants and
service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and unrestricted stock at the discretion of our compensation
committee. Any awards granted under the Plan that are subject to vesting are conditioned upon the recipient’s continued service as an employee or a director of the Company, through the applicable vesting date. Unvested shares granted under the
Plan are entitled to receive dividends which are not refundable, even if such shares are forfeited.
We do not have a retirement plan for our officers or directors.
|
C.
|
Board Practices
|
Our directors do not have service contracts and do not receive any benefits upon termination of their directorships. Our board of directors has an audit committee, a compensation committee and
a nominating committee. Our board of directors has adopted a charter for each of these committees.
Audit Committee
Our audit committee consists of Christina Anagnostara and Dimitrios Kostopoulos. Our board of directors has determined that the members of the audit committee meet the applicable independence
requirements of the Commission and the Nasdaq Stock Market Rules.
The audit committee has powers and performs the functions customarily performed by such a committee (including those required of such a committee by Nasdaq and the Commission). The audit
committee is responsible for selecting and meeting with our independent registered public accounting firm regarding, among other matters, audits and the adequacy of our accounting and control systems.
Compensation Committee
Our compensation committee consists of Ioannis Kartsonas and Dimitrios Kostopoulos, each of whom is an independent director. The compensation committee reviews and approves the compensation of
our executive officers.
Nominating Committee
Our nominating committee consists of Christina Anagnostara and Ioannis Kartsonas, each of whom is an independent director. The nominating committee is responsible for overseeing the selection
of persons to be nominated to serve on our board of directors.
|
D.
|
Employees
|
We have two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employ Ms. Theodora Mitropetrou, our general counsel. In addition, we employ a support staff consisting
of three employees.
|
E.
|
Share Ownership
|
The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.”
|
F.
|
Disclosure of a registrant’s action to recover erroneously awarded compensation.
|
None.
| ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
|
A.
|
Major Shareholders
|
The following table sets forth information regarding ownership of our common shares by each person or entity known by us to be the beneficial owner of more than 5% of our outstanding common
shares, each of our directors and executive officers, and all of our directors and executive officers as a group. To the best of our knowledge, except as disclosed in the table below or with respect to our directors and executive officers, we
are not controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons. All of our common shareholders, including the shareholders listed in this table, will be entitled to one
vote for each common share held.
Calculation of percent of class beneficially owned by each person is based on 9,204,267 common shares outstanding as of April 7, 2025. Beneficial ownership is determined in accordance with the
Commission’s rules. Accordingly, in computing percentage ownership of each person, shares underlying securities 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.
|
Identity of Person or Group
|
Number of
Shares Owned
|
Percent of
Class
|
||||||
|
Stamatios Tsantanis(1)
|
1,194,534
|
13.0
|
%
|
|||||
|
Dimitrios Kostopoulos
|
235,000
|
2.6
|
%
|
|||||
|
Christina Anagnostara
|
220,000
|
2.4
|
%
|
|||||
|
Stavros Gyftakis
|
216,678
|
2.4
|
%
|
|||||
|
Ioannis Kartsonas
|
119,067
|
1.3
|
%
|
|||||
|
Directors and officers as a group (5 individuals)
|
1,985,279
|
21.6
|
%
|
|||||
| (1) |
In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares. Through his beneficial ownership of our Series B Preferred Shares, Stamatios Tsantanis
controls 49.99% of the vote of any matter submitted to the vote of the common shareholders. See “Description of Capital Stock — Series B Preferred Stock” for a description of the terms, including the voting power, of the Series B
Preferred Shares.
|
As of April 7, 2025, we had 26 shareholders of record, 5 of which were located in the United States, holding an aggregate of approximately 8,269,031 of our common shares, representing
approximately 89.9% 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 approximately 8,231,359 of our common shares. 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
|
On January 20, 2022, United was incorporated by Seanergy, under the laws of the Republic of the Marshall Islands to serve as the holding company of the Predecessor that was contributed to
United by Seanergy upon effectiveness of the Spin-Off. The Spin-Off was pro rata to the shareholders of the Parent, including holders of the Parent’s outstanding common shares and Series B preferred shares, so that such holders maintained the
same proportionate interest in the Parent and in United both immediately before and immediately after the Spin-Off. In connection with the Spin-Off, our Chairman and Chief Executive Officer received 40,000 Series B Preferred Shares, while 5,000
Series C Preferred Shares were issued to Seanergy in exchange for $5.0 million working capital contribution. Following the Spin-Off, United and Seanergy are independent publicly traded companies.
Seanergy Maritime Holdings Corp. Right of First Refusal
Prior to the consummation of the Spin-Off, we entered into a right of first refusal agreement with Seanergy pursuant to which Seanergy has a right of first refusal with respect to any
opportunity available to us to sell, acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters with a term of 13 months or less, available to us for Capesize vessels. In
addition, we have a right of first offer with respect to any vessel sales by Seanergy. United exercised such right in December 2022 with respect to the sale of the M/Vs Goodship and Tradership.
Management Agreements
Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain
other services for our vessels. Certain of these services are being contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement and Seanergy Management. The master management agreement provides for a fixed
administration fee of $325 per vessel per day payable to Seanergy. The initial term of our master management agreement with Seanergy expired on December 31, 2024, and was automatically extended for an additional
12-month period. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance
and claims handling for the M/V Gloriuship, the M/V Synthesea, the M/V Nisea, the M/V Goodship, the M/V Chrisea and the M/V Cretansea. The technical management agreements provide for a fixed management fee of $14,000 per month per vessel. In
2024 and up until March 17, 2024 we paid a monthly fee of $10,000 to Seanergy Shipmanagement for the M/V Goodship. In 2024 and up until July 19, 2024 we paid a monthly fee of $14,000 to Seanergy Shipmanagement for the M/V Oasea.
In addition, United had entered into a commercial management agreement with Seanergy Management pursuant to which Seanergy Management acted as agent for United’s subsidiaries (directly or
through subcontracting) for the commercial management of United’s vessels, including chartering, monitoring thereof, freight collection, and sale and purchase. Such agreement was in effect up until April 1, 2023, except for the M/T Epanastasea
for which the agreement was valid until her sale in August 2023. Pursuant to this agreement, we were paying to Seanergy Management a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our
vessels except for any vessels that would be chartered-out to Seanergy. Seanergy Management also earned a fee equal to 1% of the contract price of any vessel bought or sold by them on our behalf until March 31, 2023, except for any vessels
bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction.
Since April 1, 2023, United Management entered into a management agreement with Seanergy Management for the commercial management of our vessels, including postfixture, commercial operation,
sale and purchase and bareboat chartering. Pursuant to this agreement, we are paying to Seanergy Management a commission fee equal to 0.75% of the collected freight, demurrage and charter hire collected from the employment of our vessels,
except for any vessels that may be chartered-out to Seanergy. Seanergy Management also earns a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by them on our behalf, except for any vessels bought, sold or
bareboat chartered from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction.
Additional vessels that we may acquire in the future may be managed by Seanergy Shipmanagement, Seanergy Management or by other unaffiliated management companies.
We may enter into similar or new management agreements for the management of any additional vessels we may acquire in the future.
Contribution and Conveyance Agreement
Prior to the consummation of the Spin-Off, we entered into the Contribution and Conveyance Agreement with Seanergy. Pursuant to the Contribution and Conveyance Agreement, Seanergy, in
conjunction with the Spin-Off, (i) contributed the United Maritime Predecessor, together with $5.0 million in working capital, and (ii) agreed to indemnify us and United Maritime Predecessor for any and all obligations and other liabilities
arising from or relating to the operation, management or employment of M/V Gloriuship prior to the effective date of the Spin-Off, except for the July 2022 EnTrust Facility.
Share Purchase Agreement
On July 26, 2022, we entered into a Share Purchase Agreement with Seanergy pursuant to which Seanergy purchased 5,000 of our newly issued Series C Preferred Shares in exchange for $5.0 million
payable in cash in connection with our obligation to pay the advance deposits pursuant to the memoranda of agreement for the M/Ts Parosea, Bluesea, Minoansea and Epanastasea. In November 2022, we redeemed all 10,000 Series C Preferred Shares
issued to Seanergy pursuant to their terms for a gross redemption price (including all accrued and unpaid dividends up to the redemption date) of $10.6 million.
|
C.
|
Interests of Experts and Counsel
|
Not applicable.
| ITEM 8. |
FINANCIAL INFORMATION
|
|
A.
|
Consolidated Statements and Other Financial Information
|
See Item 18.
Legal Proceedings
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. We are not a party to any
material litigation where claims or counterclaims have been filed against us other than routine legal proceedings incidental to our business.
Dividend Policy
The declaration, timing and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financial condition, market prospects, capital
expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of the Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions and other factors. On February 19,
2024, we declared a cash dividend of $0.075 per share for the fourth quarter of 2023, which we paid on April 10, 2024 to all shareholders of record as of March 22, 2024. On May 23, 2024, the Company declared a cash dividend of $0.075 per share
for the first quarter of 2024, which we paid on July 10, 2024 to all shareholders of record as of June 25, 2024. On October 10, 2024, we paid a quarterly cash dividend of $0.075 per common share for the second quarter of 2024 to all
shareholders of record as of September 27, 2024. On January 10, 2025, we paid a quarterly cash dividend of $0.075 per common share for the third quarter of 2024 to all shareholders of record as of December 27, 2024. On March 17, 2025, we
declared a cash dividend of $0.01 per share for the fourth quarter of 2024, which was paid on April 10, 2025 to all shareholders of record as of March 27, 2025.
Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors. In addition, since we are a holding company with no
material assets other than the shares of our subsidiaries and affiliates through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries and affiliates distributing to us their earnings and cash flow. Our
loan agreements impose certain limitations on our ability to pay dividends and our subsidiaries’ ability to make distributions to us.
| B. |
Significant Changes
|
There have been no significant changes since the date of the consolidated financial statements included in this annual report, other than those described in note 11 “Subsequent events” of these
statements.
| ITEM 9. |
THE OFFER AND LISTING
|
Not applicable except for Item 9.A.4. and Item 9.C.
Share History and Markets
Since July 6, 2022, the primary trading market for our common shares has been Nasdaq on which our shares are now listed under the symbol “USEA”.
| ITEM 10. |
ADDITIONAL INFORMATION
|
|
A.
|
Share Capital
|
Not applicable.
|
B.
|
Memorandum and articles of association
|
Our current amended and restated articles of incorporation have been filed as Exhibit 1.1 to our Registration Statement on Form 20-F filed on June 6, 2022. The information contained in this
exhibit is incorporated by reference herein.
On December 27, 2023, our board of directors adopted the Second Amended and Restated Bylaws of the Company, which are attached to this report as Exhibit 1.2.
A description of the material terms of our amended and restated articles of incorporation and second amended and restated bylaws and of our capital stock is included in “Description of
Securities” attached hereto as Exhibit 2.4 and incorporated by reference herein.
|
C.
|
Material contracts
|
Attached as exhibits to this annual report are the contracts we consider to be both material and outside the ordinary course of business and are to be performed in whole or in part after the
filing of this annual report. We refer you to “Item 4. Information on the Company – A. History and Development of the Company,” “Item 4. Information on the Company – B. Business Overview,” “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 our material contracts. Other than as discussed in this annual report, we have no material
contracts, other than contracts entered into in the ordinary course of business, to which we are a party.
|
D.
|
Exchange controls
|
Under Marshall Islands 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 common shares.
|
E.
|
Taxation
|
The following represents the opinion of our United States and Marshall Islands tax counsel, Watson Farley & Williams LLP, and is a summary of the material U.S. federal income tax and
Marshall Islands tax consequences of the ownership and disposition of our common shares as well as the material U.S. federal and Marshall Islands income tax consequences applicable to us and our operations. The discussion below of the U.S.
federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our common shares that is treated for U.S. federal income tax purposes as:
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an individual citizen or resident of the United States;
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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the
District of Columbia;
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an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
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a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect
under applicable U.S. Treasury regulations to be treated as a U.S. person.
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If you are not described as a U.S. Holder and are not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, you will be considered a “Non-U.S.
Holder.” The U.S. federal income tax consequences applicable to Non-U.S. Holders is described below under the heading “United States Federal Income Taxation of Non-U.S. Holders.”
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our common shares through such entities. If a partnership (or other entity
classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common shares, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the
activities of the partnership.
This summary is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, Treasury Regulations promulgated thereunder, published rulings and court
decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis.
This summary does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this
discussion considers only holders that will own and hold our common shares as capital assets within the meaning of Section 1221 of the Code and does not address the potential application of the alternative minimum tax or the U.S. federal income
tax consequences to holders that are subject to special rules, including:
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financial institutions or “financial services entities”;
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broker-dealers;
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taxpayers who have elected mark-to-market accounting for U.S. federal income tax purposes;
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tax-exempt entities;
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governments or agencies or instrumentalities thereof;
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insurance companies;
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regulated investment companies;
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real estate investment trusts;
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certain expatriates or former long-term residents of the United States;
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persons that actually or constructively own 10% or more (by vote or value) of our shares;
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persons that own shares through an “applicable partnership interest”;
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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”;
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persons that hold our common shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
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persons whose functional currency is not the U.S. dollar.
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This summary does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws.
We have not sought, nor do we intend to seek, a ruling from the Internal Revenue Service, or the IRS, as to any U.S. federal income tax consequence described herein. The IRS may disagree with
the description herein, and its determination may be upheld by a court.
Because of the complexity of the tax laws and because the tax consequences to any particular holder of our common shares may be affected by matters not discussed herein, each such holder is
urged to consult with its tax advisor with respect to the specific tax consequences of the ownership and disposition of our common shares, including the applicability and effect of state, local and non-U.S. tax laws, as well as U.S. federal tax
laws.
United States Federal Income Tax Consequences
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 shipping 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 the gross 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 gross 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 prohibited by law from
engaging in transportation that produces income 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 earned by us that
is derived from sources outside the United States will not be subject to any United States federal income tax.
We are subject to a 4% tax imposed without allowance for deductions for such taxable year, as described in “– Taxation in Absence of Exemption,” unless we qualify for exemption from tax under
Section 883 of the Code, the requirements of which are described in detail below.
Exemption of Operating Income from United States Federal Income Taxation
Under Section 883 of the Code and the regulations thereunder, we will be exempt from United States federal income taxation on our U.S. source shipping income if (i) we are organized in a
foreign country (our “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States and (ii) one of the following statements is true:
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more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders,” that are persons (i) who are “residents” of our country of organization or of another foreign country that grants an “equivalent
exemption” to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the “50% Ownership Test”; or
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our stock is “primarily” and “regularly” traded on one or more established securities markets in our country of organization, in another 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 jurisdictions where we and our subsidiaries are incorporated grant “equivalent exemptions” to United States corporations. Therefore, we will be exempt from United States federal income
taxation with respect to our U.S. source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.
50% Ownership Test
Under the regulations, a foreign corporation will satisfy the 50% Ownership Test for a taxable year if (i) for at least half of the number of days in the taxable year, more than 50% of the
value of its stock is owned, directly or constructively through the application of certain attribution rules prescribed by the regulations, by one or more shareholders who are residents of foreign countries that grant “equivalent exemption” to
corporations organized in the United States and (ii) the foreign corporation satisfies certain substantiation and reporting requirements with respect to such shareholders. These substantiation requirements are onerous and therefore there can be
no assurance that we would be able to satisfy them, even if our share ownership would otherwise satisfy the requirements of the 50% Ownership Test.
We believe that we did not satisfy the 50% Ownership Test for our 2024 taxable year.
Publicly-Traded Test
The regulations provide 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 used to satisfy the Publicly-Traded Test 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.
Under the regulations, the stock of a foreign corporation will be considered “regularly traded” if one or more classes of its stock representing 50% or more of its outstanding shares, by total
combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets (such as the Nasdaq Capital Market on which our common shares are
traded), which we refer to as the “listing threshold.”
The regulations further require that with respect to each class of stock relied upon to meet the listing requirement: (i) such class of the stock is traded on the market, other than in minimal
quantities, on at least sixty (60) days during the taxable year or one-sixth (1/6) of the days in 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. Even if a foreign corporation does not satisfy both tests, the regulations provide that the trading frequency and
trading volume tests will be deemed satisfied by a class of stock if such class of stock is traded on an established market in the United States and such class of stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of stock will not be considered to be “regularly traded” on an established securities market for any
taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified attribution rules, on more than half the days during the taxable year by persons who
each own directly or indirectly 5% or more of the vote and value of such class of stock, whom we refer to as “5% Shareholders.” We refer to this restriction in the regulations as the “Closely-Held Rule.”
For purposes of being able to determine our 5% Shareholders, the regulations permit a foreign corporation to rely on Schedule 13G and Schedule 13D filings with the Commission. The 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% Shareholder for such purposes.
We believe that our common shares constituted 50% or more of our outstanding shares, by total combined voting power of all classes of our stock entitled to vote and by total combined value of
all classes of stock for 2024. Furthermore, based on our analysis of our shareholdings during 2024 (Schedule 13G and Schedule 13D filings with the Commission), we believe that we satisfied the Publicly-Traded Test for our 2024 taxable year, and
intend to take this position on our tax return.
Due to the factual nature of the issues involved, there can be no assurance that we and our subsidiaries will qualify for the benefits of Section 883 of the Code for the subsequent taxable
years.
Taxation in Absence of Exemption
To the extent the benefits of Section 883 are unavailable, our U.S. source gross shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or
business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, otherwise referred to as the “4% Tax.” Since under the sourcing rules described above, no more
than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% Tax.
To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source gross shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or
business, as described below, any such “effectively connected” U.S. source gross shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at a rate of 21%. In addition, we may be
subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and for certain interest paid or deemed paid attributable to the
conduct of our U.S. trade or business.
Our U.S. source gross shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:
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we have, or are 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 our U.S. source gross 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, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States.
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We do not intend to have, or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis, or earn income from the leasing of a
vessel attributable to a fixed place of business in the United States. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S. source gross shipping income will be
“effectively connected” with the conduct of a U.S. trade or business.
United States Taxation of Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883, we 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 us will be considered to occur outside of the United States.
United States Federal Income Taxation of U.S. Holders
Taxation of Distributions Paid on Common Shares
Subject to the passive foreign investment company, or PFIC, rules discussed below, any distributions made by us with respect to common shares to a U.S. Holder will generally constitute
dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Distributions in excess of our earnings and profits will be treated first as a non-taxable 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
we are not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us.
Dividends paid on common shares to a U.S. Holder which is an individual, trust, or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is
taxable to such shareholders at preferential U.S. federal income tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market on which the common
shares are currently listed); (2) we are not a passive foreign investment company, or PFIC, for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are or have been, and do
not expect to be); (3) the U.S. Non-Corporate 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) certain other conditions are
met.
Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder.
Special rules may apply to any “extraordinary dividend” — generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder’s adjusted basis in a common share — paid by
us. If we pay an “extraordinary dividend” on our common shares that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate 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 we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our 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 be treated as long-term capital gain or loss if
the U.S. Holder’s holding period in the common shares is greater than one year at the time of the sale, exchange or other disposition. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.
Passive Foreign Investment Company Rules
Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated
as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares, either:
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at least 75% of our 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 assets held by us during such taxable year produce, or are held for the production of, passive income.
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For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary companies in
which we own at least 25% of the value of the subsidiary’s stock or other ownership interest. Income earned, or deemed earned, by us in connection with the performance of services should not constitute passive income. By contrast, rental
income, which includes bareboat hire, would generally constitute “passive income” unless we are treated under specific rules as deriving rental income in the active conduct of a trade or business.
Based on our current operations and future projections, we do not believe that we are or have been a PFIC during our 2024 taxable year, nor do we expect to become,
a PFIC with respect to our 2025 taxable year or any future taxable year. Although there is no legal authority directly on point, our determination is based principally on the position that, for purposes of determining whether we are a
PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly owned subsidiaries should constitute services income, rather than rental income. Correspondingly, we believe that
such income does not constitute passive income, and the assets that we or our wholly owned subsidiaries own and operate in connection with the production of such income, in particular the vessels, do not constitute passive assets for purposes
of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service pronouncements concerning the characterization of income derived from time
charters and voyage charters as services income. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. It should be noted that in the absence of any legal
authority specifically relating to the statutory provisions governing PFICs, the Internal Revenue Service or a court could disagree with this position. In addition, although we intend to conduct our affairs in a manner so as to avoid being
classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of our operations will not change in the future.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an
election to treat us as a “Qualified Electing Fund,” which election is referred to as 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 common
shares, as discussed below. In addition, if we were to be treated as a PFIC, a U.S. Holder would be required to file an IRS Form 8621 with respect to such holder’s common shares.
Taxation of U.S. Holders Making a Timely QEF Election
If a U.S. Holder makes a timely QEF election, which U.S. Holder is referred to as an “Electing Holder,” the Electing Holder must report each year for U.S. federal income tax purposes its pro
rata share of our ordinary earnings and its net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing
Holder. The Electing Holder’s adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding
reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the common shares. A U.S.
Holder would make a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with his, her or its U.S. federal income tax return. After the end of each taxable year, we will determine whether we were a PFIC for such
taxable year. If we determine or otherwise become aware that we are a PFIC for any taxable year, we will use commercially best efforts to provide each U.S. Holder with all necessary information, including a PFIC Annual Information Statement, in
order to enable such holder to make a QEF election for such taxable year.
Taxation of U.S. Holders Making a “Mark-to-Market” Election
Alternatively, if we were to be treated as a PFIC for any taxable year and, as anticipated, our common shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a
“mark-to-market” election with respect to our common shares. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end
of the taxable year over such U.S. Holder’s adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the common shares over
its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in his common shares would be adjusted to reflect
any such income or loss amount. Gain realized on the sale, exchange or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be
treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.
Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a
“Non-Electing Holder,” would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common shares in a taxable year in excess of 125 percent 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 (2) any gain realized on the sale, exchange or other
disposition of our common shares. Under these special rules:
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the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares;
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the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and
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the amount allocated to each of the other 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 deferral benefit would be
imposed with respect to the resulting tax attributable to each such other taxable year.
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These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition
of our common shares. If a Non-Electing Holder who is an individual dies while owning our common shares, such Non-Electing Holder’s successor generally would not receive a step-up in tax basis with respect to such stock.
Net Investment Income Tax
A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) such U.S.
Holder’s “net investment income” (or undistributed “net investment income” in the case of estates and trusts) for the relevant taxable year and (2) the excess of such U.S. Holder’s modified adjusted gross income for the taxable year over a
certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income will generally include its gross dividend income and its net gains
from the disposition of the common shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Net
investment income generally will not include a U.S. Holder’s pro rata share of the Company’s income and gain (if we are a PFIC and that U.S. Holder makes a QEF election, as described above in “— Taxation of U.S. Holders Making a Timely QEF
Election”). However, a U.S. Holder may elect to treat inclusions of income and gain from a QEF election as net investment income. Failure to make this election could result in a mismatch between a U.S. Holder’s ordinary income and net
investment income. If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the net investment income tax to your income and gains in respect of your investment in
our common shares.
United States Federal Income Taxation of Non-U.S. Holders
Dividends paid to a Non-U.S. Holder with respect to our common shares generally should not be subject to U.S. federal income tax, unless the dividends are effectively connected with the
Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States).
In addition, a Non-U.S. Holder generally should not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our common shares unless such gain is
effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States)
or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case such gain from United States sources may be
subject to tax at a 30% rate or a lower applicable tax treaty rate).
Dividends and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are
attributable to a permanent establishment or fixed base in the United States) generally should be subject to tax in the same manner as for a U.S. Holder and, if the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, it also
may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
Backup Withholding and Information Reporting
In general, information reporting for U.S. federal income tax purposes should apply to distributions made on our common shares within the United States to a non-corporate U.S. Holder and to the
proceeds from sales and other dispositions of our common shares to or through a U.S. office of a broker by a non-corporate U.S. Holder. Payments made (and sales and other dispositions effected at an office) outside the United States will be
subject to information reporting in limited circumstances.
In addition, backup withholding of U.S. federal income tax, currently at a rate of 24%, generally should apply to distributions paid on our common shares to a non-corporate U.S. Holder and the
proceeds from sales and other dispositions of our common shares by a non-corporate U.S. Holder, who:
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fails to provide an accurate taxpayer identification number;
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is notified by the IRS that backup withholding is required; or
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fails in certain circumstances to comply with applicable certification requirements.
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A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a
duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Rather, the amount of any backup withholding generally should be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal
income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.
Individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold “specified
foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the 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 (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other assets, our common shares,
unless the shares are held through an account maintained with a U.S. 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, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such
form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders
(including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.
Marshall Islands Tax Consequences
We are incorporated in the Republic of the Marshall Islands. In the opinion of our Marshall Islands tax counsel, Watson Farley & Williams LLP, under current Marshall Islands law, we are not
subject to tax on income or capital gains. No Marshall Islands withholding tax will be imposed upon payment of dividends by us to its shareholders, and holders of our common shares that are not residents of or domiciled or carrying on any
commercial activity in the Republic of the Marshall Islands will not be subject to Marshall Islands tax on the sale or other disposition of our common shares.
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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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We file annual reports and other information with the Commission. Our Commission filings are also available to the public at the website maintained by the Commission at http://www.sec.gov, as
well as on our website at www.unitedmaritime.gr. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.
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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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We are currently not required to provide an annual report to security holders in response to the requirements of Form 6-K.
| ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Interest Rate Risk
We are exposed to risks associated with changes in interest rates relating to our unhedged variable–rate borrowings, according to which we pay interest at a rate of term SOFR plus a margin; as
such increases in interest rates could affect our results of operations and ability to service our debt. As of December 31, 2024, we had aggregate variable-rate borrowings of $80.5 million. We have not entered into any hedging contracts to
protect against interest rate fluctuations.
The following table sets forth the sensitivity of our existing loans as of December 31, 2024, as to a 100-basis point increase in term SOFR and reflects the additional interest expense.
|
Year
|
Amount (in $ thousands)
|
|
2025
|
764
|
|
2026
|
645
|
|
2027
|
398
|
|
2028
|
290
|
|
2029
|
189
|
|
2030
|
85
|
|
2031
|
42
|
|
Total
|
2,413
|
Foreign Currency Exchange Rate Risk
We generate all of our revenue in U.S. dollars. Approximately 5% of our operating expenses and half of our general and administration expenses (approximately 53% in 2024) are anticipated to be
in currencies other than the U.S. dollar, primarily the Euro. For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. We do not consider the
risk from exchange rate fluctuations to be material for our results of operations. However, the portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from exchange
rate fluctuations. We have not hedged currency exchange risks associated with our expenses.
| ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
Not applicable.
| ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
None.
| ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
None.
| ITEM 15. |
CONTROLS AND PROCEDURES
|
|
a)
|
Disclosure Controls and Procedures
|
Management (our Chief Executive Officer and our Chief Financial Officer) has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant
to Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this annual report (as of December 31, 2024). The term disclosure controls and procedures
is defined under the Commission’s rules as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management (our Chief Executive Officer and our Chief Financial Officer, or persons
performing similar functions) as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human
error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the evaluation date.
|
b)
|
Management’s Annual Report on Internal Control over Financial Reporting
|
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is identified in Exchange Act Rule 13a-15(f). Our internal control
over financial reporting is a process designed under the supervision of our Chief Executive Officer and our Chief Financial Officer and effected by our board of directors, management and other personnel, 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.
Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.
GAAP, and that receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements.
Management (our Chief Executive Officer and our Chief Financial Officer), has assessed the effectiveness of our internal control over
financial reporting as of December 31, 2024, based on the framework established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment,
management has determined that the Company's internal control over financial reporting is effective as of December 31, 2024.
However, it should be noted that because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements with certainty even when determined to be effective and can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate / obsolete because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
| 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 have been no changes in our internal control over financial reporting during the year covered by this annual report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 16. |
[Reserved]
|
Our board of directors has determined that Christina Anagnostara, an independent director, chairman and a member of our audit committee, is an
“Audit Committee Financial Expert” under Commission rules and the corporate governance rules of the Nasdaq Stock Market.
We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers and directors. Our Code of Business Conduct and
Ethics is available on our website at www.unitedmaritime.gr. Information on our website does not constitute a part of this annual report and is not incorporated by reference. We will also provide a hard copy of our Code of Business Conduct and
Ethics free of charge upon written request. We intend to disclose any waivers to or amendments of the Code of Business Conduct and Ethics for the benefit of any of our directors and executive officers within 5 business days of such waiver or
amendment. Shareholders may direct their requests to the attention of Investor Relations, United Maritime Corporation, 154 Vouliagmenis Avenue, 16674 Glyfada, Greece, telephone number +30 213 0181507 or facsimile number +30 210 9638404.
Our principal accountants are Ernst & Young (Hellas) Certified Auditors Accountants S.A. Audit, audit-related and non-audit services billed
and accrued from Ernst & Young (Hellas) Certified Auditors Accountants S.A. are as follows:
|
2024
|
2023
|
|||||||
|
Audit fees
|
$
|
197,000
|
$
|
193,000
|
||||
|
Audit related fees
|
|
13,000
|
|
26,000
|
||||
|
Tax fees
|
-
|
-
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total fees
|
$
|
210,000
|
$
|
219,000
|
||||
Audit fees for 2024 related to professional services rendered for the audit of our financial statements of United Maritime Corporation for the
year ended December 31, 2024. Audit fees for 2023 related to professional services rendered for the audit of our financial statements of United Maritime Corporation for the year ended December 31, 2023. As per the audit committee charter, our
audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees prior to the engagement of the independent registered
public accounting firm with respect to such services. Our 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 are to be
pre-approved.
Not applicable.
|
Month
|
Total
Number of
Shares (or Units)
Purchased
|
Average
Price Paid
per Share
(or Units)
|
Total Number of
Shares (or Units)
Purchased as Part
of Publicly Announced
Plans or Programs
|
Maximum Number (or
Approximate Dollar Value)
of Shares (or Units)
that May Yet Be Purchased
Under the Plans or Programs
|
|||||||||||
|
January 1-31, 2024
|
17,174
|
$
|
2.51
|
17,174
|
$
|
2,286,553
|
|||||||||
|
August 1-31, 2024
|
114,705
|
$
|
2.52
|
114,705
|
$
|
1,998,893
|
|||||||||
|
September 1-30, 2024
|
53,484
|
$
|
2.58
|
53,484
|
$
|
1,861,724
|
|||||||||
In addition, the Company’s Chairman and Chief Executive Officer acquired, in 2025, until April 9, 2025, a total of 115,622 common shares in the open
market for an aggregate purchase price of approximately $0.2 million.
In October 2022, our board of directors authorized a share buyback plan pursuant to which we may have repurchased up to $3.0 million of our
outstanding common shares in the open market. This plan was set to expire on December 31, 2024 and on December 17, 2024, the Company authorized the extension for a further 12-month period. As of April 7, 2025, we have repurchased 450,176 common
shares for an aggregate purchase price of approximately $1.1 million pursuant to this buyback plan. The maximum value of shares that may yet be purchased under our buyback plan as of April 7, 2025 was $1.9 million.
None.
As a foreign private issuer, as defined in Rule 3b-4 under the Exchange Act, the Company is permitted to follow certain corporate governance rules
of its home country in lieu of Nasdaq’s corporate governance rules. The Company’s corporate governance practices deviate from Nasdaq’s corporate governance rules in the following ways:
| • |
In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to
such equity compensation plans, we will comply with provisions of the BCA, providing that the board of directors approves share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of
obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with the BCA and our amended and restated articles of incorporation and second amended and restated bylaws, the board of directors
approves certain share issuances.
|
| • |
The Company’s board of directors is not required to have an Audit Committee comprised of at least three members. Our Audit Committee is comprised of two members.
|
| • |
The Company’s board of directors is not required to meet regularly in executive sessions without management present.
|
| • |
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 and as provided in our second amended and restated bylaws, 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.
|
Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.
Not applicable.
Not applicable.
Our Board of Directors has adopted
the “Statement of Company Policy – Trading in the Company’s Securities” in relation to policies and procedures to detect and prevent insider trading (“Insider Trading Policy”) governing the purchase, sale, and other dispositions of our securities
by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy has been
filed as Exhibit 11.1 to our annual report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 2, 2024.
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 . Our cybersecurity risk management strategy prioritizes detection, analysis and response to known, anticipated or
unexpected threats; effective management of security risks; and resiliency against incidents. With the ever-changing cybersecurity landscape and continual emergence of new cybersecurity threats, our board of directors and senior management team
ensure that adequate resources are devoted to cybersecurity risk management and the technologies, processes and people that support it. We implement risk-based controls to protect our information, the information of our customers, suppliers, and
other third parties, our information systems, our business operations, and our vessels.
As we do not have a dedicated board committee solely focused on cybersecurity, our senior management team has oversight responsibility for risks and incidents relating to cybersecurity threats , including compliance with disclosure requirements,
cooperation with law enforcement, and related effects on financial and other risks, and it reports any material findings and recommendations, as appropriate, to our board of directors for consideration.
Overall, our approach to cybersecurity risk management includes the following key elements:
| (i) |
Continuous monitoring of cybersecurity threats, both internal and external. through the use of data analytics and network monitoring systems.
|
| (ii) |
| (iii) |
Overall assessment of cybersecurity incidents materiality and potential impact on the company’s operations and financial condition by our senior management team and our board of
directors, in cooperation, if considered necessary, with specialized external consultants.
|
| (iv) |
Oversight responsibility of cybersecurity risks and compliance with relevant disclosure requirements lies with our senior management team and our board of directors.
|
| (v) |
Training and Awareness – we have various information technology policies relating to cybersecurity. We also provide employee mandatory training that is administered on a periodic
basis that reinforces our information technology policies, standards and practices, as well as the expectation that employees comply with these policies and identify and report potential cybersecurity risks. We also require employees to
sign confidentiality agreements, where appropriate to their role.
|
We continue to invest in our cybersecurity systems and to enhance our internal controls and processes. Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats , including as a result of previously identified cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such
risks or any future material incidents. While we have dedicated appropriate resources to identifying, assessing, and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of
an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition. For more
information certain risks associated with cybersecurity, see “Item 3.D. Risk Factors—Company-Specific Risk Factors—A cyber-attack could materially disrupt our business.”
| ITEM 17. |
FINANCIAL STATEMENTS
|
See Item 18.
| ITEM 18. |
FINANCIAL STATEMENTS
|
The financial information required by this item, together with the reports of Ernst & Young (Hellas) Certified Auditors Accountants S.A., are set forth on pages F-1 through F-39 and F-1
through F-18 and are filed as part of this annual report.
| ITEM 19. |
EXHIBITS
|
|
Exhibit
Number
|
Description
|
|
|
Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022)
|
||
|
Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 1.1 to the Company’s Report on Form 6-K filed with the Commission on December 27, 2023)
|
||
|
Form of Common Share Certificate (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 20-F filed with the Commission on June 6, 2022)
|
||
|
Statement of Designation of the Series A Participating Preferred Stock of the Company (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 20-F filed with the Commission on
April 2, 2024)
|
||
|
Statement of Designation of the Series B Preferred Shares of the Company (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Description of Securities*
|
||
|
Amended and Restated Shareholders’ Rights Agreement dated as of December 27, 2023 (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the Commission on December 27,
2023)
|
||
|
|
Amendment to the Amended and Restated Shareholders’ Rights Agreement dated as of April 1, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F filed with the
Commission on April 2, 2024)
|
|
|
|
Amended and Restated Equity Incentive Plan of the registrant dated April 7, 2025*
|
|
|
Right of First Refusal Agreement by and between the Company and Seanergy Maritime Holdings Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 filed with
the Commission on July 12, 2022)
|
||
|
Contribution and Conveyance Agreement by and between the Company and Seanergy Maritime Holdings Corp. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 filed
with the Commission on July 12, 2022)
|
||
|
Master Management Agreement by and between the Company and Seanergy Maritime Holdings Corp. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form F-1 filed with the
Commission on July 12, 2022)
|
|
|
Form of Technical Management Agreement with Seanergy Shipmanagement Corp. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form 20-F filed with the Commission on June
6, 2022)
|
|
|
|
||
|
|
Form of Technical Management Agreement with V.Ships Limited (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F filed with the Commission on April 4, 2023)
|
|
|
Novation Agreement with V.Ships Limited and V.Ships Greece for the M/V Tradership with respect to the Technical Management Agreement with V.Ships Limited*
|
||
|
Form of Ship Technical Management Agreement with V.Ships Greece for the M/V Exelixsea*
|
||
|
Form of Addendum to Technical Management Agreement with V. Ships Greece in relation to emissions scheme obligations for the M/V Exelixsea and M/V Tradership*
|
||
|
Form of Guarantee in respect of the M/V Exelixsea and M/V Tradership between the registrant and V. Ships Greece in relation to emission scheme obligations*
|
||
|
Commercial Management Agreement between United Management Corp. and Seanergy Management Corp. dated April 5, 2023 (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F
filed with the Commission on April 2, 2024)
|
||
|
|
||
|
|
Commercial Management Agreement between United Management Corp. and Fidelity Marine Inc. dated April 5, 2023 (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F filed
with the Commission on April 2, 2024)
|
|
|
|
||
|
|
Form of Services Agreement with United Management Corp. (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
|
|
|
|
||
|
|
Form of Securities Purchase Agreement between United Maritime Corporation and certain purchasers thereto (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 6-K filed with
the Commission on July 21, 2022)
|
|
|
Warrant Agency Agreement dated July 19, 2022 between United Maritime Corporation and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.3 to the Company’s Current
Report on Form 6-K filed with the Commission on July 21, 2022)
|
||
|
Form of Class A Share Purchase Warrant (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 6-K filed with the Commission on July 21, 2022)
|
||
|
Bareboat Charter Agreement dated April 12, 2023 between NML Cretansea LLC and Cretansea Maritime Co. for the M/V Cretansea (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on
Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Guarantee in respect of the M/V Cretansea dated April 12, 2023 between NML Trustee LLC and United Maritime Corporation (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form
20-F filed with the Commission on April 2, 2024)
|
||
|
Guarantee in respect of the M/V Cretansea dated April 12, 2023 between NML Trustee LLC and Oasea Maritime Co. (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F filed
with the Commission on April 2, 2024)
|
||
|
Amendment Agreement dated March 22, 2024 to a Bareboat Charter dated April 12, 2023 in relation to the M/V Cretansea (incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form
20-F filed with the Commission on April 2, 2024)
|
|
Bareboat Charter Agreement dated November 15, 2023 between Giant 4 Holding Limited and Traders Maritime Co. for the M/V Tradership (incorporated by reference to Exhibit 4.25 to the Company’s Annual
Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Guarantee in respect of the M/V Tradership dated November 15, 2023 between Giant 4 Holding Limited and United Maritime Corporation (incorporated by reference to Exhibit 4.26 to the Company’s Annual
Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Bareboat Charter Agreement dated November 15, 2023 between Giant 5 Holding Limited and Good Maritime Co. for the M/V Goodship (incorporated by reference to Exhibit 4.27 to the Company’s Annual Report on
Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Guarantee in respect of the M/V Goodship dated November 15, 2023 between Giant 5 Holding Limited and United Maritime Corporation (incorporated by reference to Exhibit 4.28 to the Company’s Annual Report
on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Bareboat Charter Agreement dated November 15, 2023 between Giant 6 Holding Limited and Sea Glorius Shipping Co. for the M/V Gloriuship (incorporated by reference to Exhibit 4.29 to the Company’s Annual
Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Guarantee in respect of the M/V Gloriuship dated November 15, 2023 between Giant 6 Holding Limited and United Maritime Corporation (incorporated by reference to Exhibit 4.30 to the Company’s Annual
Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Bareboat Charter Agreement dated February 22, 2024 between Exelixsea Maritime Co. and Village Seven Co., Ltd and V7 Fune Inc. for the M/V Exelixsea (incorporated by reference to Exhibit 4.31 to the
Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Guarantee in respect of the M/V Exelixsea dated February 22, 2024 issued by United Maritime Corporation (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F filed with
the Commission on April 2, 2024)
|
||
|
Bareboat Charter Agreement dated March 6, 2024 between Basic Eternity Line S.A. and Nisea Maritime Co. for the M/V Scarlet Robin (tbr Nisea) (incorporated by reference to Exhibit 4.33 to the Company’s
Annual Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Bareboat Charterparty dated July 24, 2024, between Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. and Synthesea Maritime Co. for the M/V Synthesea*
|
||
|
Addendum No.1 to the Bareboat Charterparty dated July 24, 2024, between Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. and Synthesea Maritime Co. for the M/V Synthesea*
|
||
|
Addendum No.2 to the Bareboat Charterparty dated July 24, 2024, between Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. and Synthesea Maritime Co. for the M/V Synthesea*
|
||
|
Guarantee in respect of the M/V Synthesea dated July 24, 2024, of the registrant in favor of Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A.*
|
|
Shareholders’ Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
|
||
|
Subscription Agreement dated July 31, 2024 between RGI Marine Ltd, Steady Offshore Shipping Pte Ltd, United Maritime Corporation, Karean AS and Jonathan Elkington*
|
||
| 4.38 |
Facility Agreement dated August 5, 2024, between Chrisea Maritime Co., United Maritime Corporation and Sinopac Capital International (HK) Limited for the M/V Chrisea* |
|
|
|
List of Subsidiaries*
|
|
|
Statement of Company Policy – Trading in the Company’s Securities (incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F filed with the Commission on April 2, 2024)
|
||
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer*
|
||
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer*
|
||
|
Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
||
|
Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
||
|
Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.*
|
||
|
Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.*
|
||
| 15.3 |
Consent of Watson Farley & Williams LLP* |
|
|
Policy for the Recovery of Erroneously Awarded Incentive Compensation of the Company (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 20-F filed with the Commission on
April 2, 2024)
|
||
|
101
|
The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Reports of
Independent Registered Public Accounting Firm (PCAOB ID 1457), (ii) Consolidated Balance Sheets as of December 31, 2024, 2023 and 2022, (iii) Consolidated Statement of Operations for the year ended December 31, 2024, 2023 and for the
period from inception (January 20, 2022) through December 31, 2022, (iv) Consolidated Statement of Stockholders' Equity for the year ended December 31, 2024, 2023 and for the period from inception (January 20, 2022) through December
31, 2022, (v) Consolidated Statement of Cash Flows for the year ended December 31, 2024, 2023 and for the period from inception (January 20, 2022) through December 31, 2022, (vi) Notes to Consolidated Financial Statements, (vii)
Report of Independent Registered Public Accounting Firm (PCAOB ID 1457), (viii) Carve-out Balance Sheet as of December 31, 2021 (ix) Carve-out Statements of Operations for the period from January 1, 2022 through July 5, 2022 and for
the year ended December 31, 2021, (x) Carve-out Statements of Parent’s Equity for the period from January 1, 2022 through July 5, 2022 and for the year ended December 31, 2021, (xi) Carve-out Statements of Cash Flows for the period
from January 1, 2022 through July 5, 2022 and for the year ended December 31, 2021, and (xii) Notes to the Carve-out Financial Statements.*
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*
|
| * |
Filed herewith
|
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its
behalf.
|
United Maritime Corporation
|
|||
|
|
|||
|
By:
|
/s/ Stamatios Tsantanis
|
||
|
Name:
|
Stamatios Tsantanis
|
||
|
Title:
|
Chief Executive Officer
|
||
|
Date: April 10, 2025
|
|||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
To the Stockholders and the Board of Directors of United Maritime Corporation.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of United Maritime Corporation (the Company) as of December 31, 2024 and 2023, the
related consolidated statements of operations, the consolidated statements of other comprehensive (loss) / income, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2024 and for the period from
inception (January 20, 2022) through December 31, 2022, 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, 2024 and 2023 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 and for the period from inception (January 20, 2022) through
December 31, 2022, 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.
April 10, 2025
United Maritime Corporation
December 31, 2024 and 2023
(In thousands of US Dollars, except for share and per share data)
|
Notes
|
2024
|
2023 | ||||||||||
|
ASSETS
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash and cash equivalents
|
4
|
|
||||||||||
|
Accounts receivable trade
|
2, 12
|
|
||||||||||
|
|
3 |
|||||||||||
|
Inventories
|
2 |
|
||||||||||
|
Prepaid expenses
|
|
|||||||||||
| Vessel held for sale |
5 |
|||||||||||
|
Other current assets
|
2 |
|
||||||||||
|
Total current assets
|
|
|||||||||||
|
Fixed assets:
|
||||||||||||
|
Vessels, net
|
5
|
|
||||||||||
|
Right-of-use assets
|
6 |
|||||||||||
|
Total fixed assets
|
|
|||||||||||
|
Other non-current assets:
|
||||||||||||
|
Restricted cash, non-current
|
4
|
|
||||||||||
| Other non-current assets |
7 |
|||||||||||
| Equity method investment |
3, 8 |
|||||||||||
|
Deferred charges and other investments, non-current
|
2 |
|
||||||||||
|
TOTAL ASSETS
|
|
|||||||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||
|
Current liabilities:
|
||||||||||||
|
Current
portion of long-term debt and other financial liabilities, net of deferred finance costs and debt discounts of $
|
7
|
|
||||||||||
| Finance lease liabilities, current |
6 |
|||||||||||
|
Due to
|
3
|
|
||||||||||
|
Trade accounts and other payables
|
|
|||||||||||
|
Accrued liabilities
|
|
|||||||||||
|
Deferred revenue
|
12 |
|
||||||||||
|
Dividends payable
|
11
|
|
||||||||||
|
Total current liabilities
|
|
|||||||||||
|
Non-current liabilities:
|
||||||||||||
|
Long-term
debt and other financial liabilities, net of current portion and deferred finance costs and debt discounts of $
|
7
|
|
||||||||||
| Finance lease liabilities, non-current |
6 | |||||||||||
|
Other liabilities, non-current
|
|
|||||||||||
|
Total liabilities
|
|
|||||||||||
|
Commitments and contingencies
|
10 |
|||||||||||
|
STOCKHOLDERS’ EQUITY
|
||||||||||||
|
Preferred stock, $
|
11 |
|
||||||||||
|
Common stock, $
|
11 |
|
||||||||||
|
Additional paid-in capital
|
11
|
|
||||||||||
| Accumulated other comprehensive loss |
( |
) | ||||||||||
|
Retained earnings
|
|
|||||||||||
|
Total stockholders’ equity
|
|
|||||||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
For the years ended December 31, 2024, 2023 and for
the period from inception (January 20, 2022) through December 31, 2022
(In thousands of US Dollars, except for share and per share data)
|
Notes
|
2024
|
2023 | 2022 | |||||||||||||
|
Vessel revenue, net
|
2, 3, 12
|
|
||||||||||||||
|
Expenses:
|
||||||||||||||||
|
Voyage expenses
|
12 |
(
|
)
|
( |
) | ( |
) | |||||||||
|
Vessel operating expenses
|
(
|
)
|
( |
) | ( |
) | ||||||||||
|
Management fees
|
(
|
)
|
( |
) | ( |
) | ||||||||||
|
Management fees – related party
|
3 |
(
|
)
|
( |
) | ( |
) | |||||||||
|
General and administration expenses
|
15
|
(
|
)
|
( |
) | ( |
) | |||||||||
|
Depreciation and amortization
|
5 |
(
|
)
|
( |
) | ( |
) | |||||||||
| Amortization of deferred dry-docking costs |
( |
) | ( |
) | ||||||||||||
| Impairment loss |
5 |
( |
) | |||||||||||||
|
Gain on sale of vessels, net
|
5
|
|
||||||||||||||
|
Operating income
|
|
|||||||||||||||
|
Other income / (expenses), net:
|
||||||||||||||||
|
Interest and finance costs
|
13
|
(
|
)
|
( |
) | ( |
) | |||||||||
|
Loss on extinguishment of debt
|
7
|
(
|
)
|
( |
) | ( |
) | |||||||||
|
Interest income
|
|
|||||||||||||||
| Loss on equity method investment |
8 |
( |
) | |||||||||||||
| Other income |
||||||||||||||||
|
Foreign currency exchange losses, net
|
|
( |
) | ( |
) | |||||||||||
|
Total other expenses, net
|
(
|
)
|
( |
) | ( |
) | ||||||||||
|
Net (loss) / income
|
(
|
)
|
||||||||||||||
|
Dividends on Series C preferred shares
|
11
|
|
( |
) | ||||||||||||
|
Dividends to non-vested participating securities
|
14 |
|
( |
) | ( |
) | ||||||||||
|
Undistributed earnings to non-vested participating securities
|
14 |
( |
) | |||||||||||||
| Net (loss) / income attributable to common stockholders |
(
|
)
|
||||||||||||||
|
Net (loss) / income per common share, basic
|
14
|
(
|
)
|
|||||||||||||
|
Net (loss) / income per common share, diluted
|
14
|
(
|
)
|
|||||||||||||
|
Weighted average common shares outstanding, basic
|
14
|
|
||||||||||||||
|
Weighted average common shares outstanding, diluted
|
14
|
|
||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
For the years ended December 31, 2024, 2023 and for
the period from inception (January 20, 2022) through December 31, 2022
(In thousands of US Dollars, except for share and per share data)
|
2024
|
2023
|
2022 | ||||||||||
| Net (loss) / income |
( |
) | ||||||||||
| Other comprehensive loss: |
||||||||||||
|
Foreign currency translation differences from equity method investment
|
( |
) | ||||||||||
| Other comprehensive loss |
( |
) | ||||||||||
| Total comprehensive (loss) / income |
( |
) | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
For the years ended December 31, 2024, 2023 and for
the period from inception (January 20, 2022) through December 31, 2022
(In thousands of US Dollars, except for share data)
|
Preferred stock Series B
|
Preferred stock Series C
|
Common stock
|
Additional |
Accumulated
other
|
Total | |||||||||||||||||||||||||||||||||||
|
# of
Shares
|
Par
Value
|
# of
Shares
|
Par
Value
|
# of
Shares
|
Par
Value
|
paid-in
capital
|
comprehensive loss |
Retained
earnings
|
stockholders’
equity
|
|||||||||||||||||||||||||||||||
|
Balance, January 20, 2022
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Spin-off transaction (Note 3)
|
||||||||||||||||||||||||||||||||||||||||
|
Issuance of common stock (including exercise of warrants) (Note 11)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Cancellation of common stock (Note 11)
|
-
|
-
|
-
|
-
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Issuance of preferred stock (Notes 3 & 11)
|
|
|
|
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||
|
Repurchase of common stock (Note 11)
|
-
|
|
-
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
|
Dividends on common stock and participating non vested restricted stock awards (Note 11)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||||
|
Dividends on Series C preferred shares (Note 11)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||||
|
Redemption of Series C preferred shares (Note 11)
|
-
|
|
(
|
)
|
|
-
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||
|
Stock based compensation (Note 15)
|
-
|
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Net income
|
-
|
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Balance, December 31, 2022
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Issuance of common stock
(including exercise of warrants) (Note 11)
|
- | - | - | - | ||||||||||||||||||||||||||||||||||||
|
Repurchase of common stock
(Note 11)
|
- | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
|
Dividends on common stock
and participating non vested restricted stock awards (Note 11)
|
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
|
Stock based compensation
(Note 15)
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Net income
|
- | - | - | |||||||||||||||||||||||||||||||||||||
|
Balance, December 31, 2023
|
||||||||||||||||||||||||||||||||||||||||
|
Issuance of common stock (including exercise of warrants)
|
- | - | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
|
Repurchase of common stock (Note 11)
|
- | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
|
Dividends on common stock and participating non vested restricted stock awards (Note 11)
|
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
|
Stock based compensation (Note 15)
|
- | - | ||||||||||||||||||||||||||||||||||||||
|
Foreign currency translation
|
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
|
Net loss
|
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
|
Balance, December 31, 2024
|
( |
) | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
For the years ended December 31, 2024,
2023 and for the period from inception (January 20, 2022) through December 31, 2022
(In thousands of US Dollars)
|
2024
|
2023 | 2022 |
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
| Net (loss) / income |
(
|
)
|
||||||||||
|
Adjustments to reconcile net (loss) / income to net cash from operating activities:
|
||||||||||||
|
Depreciation and amortization
|
|
|||||||||||
| Amortization of deferred dry-docking costs |
||||||||||||
|
Amortization of deferred finance costs and debt discounts
|
|
|||||||||||
|
Amortization of fair value of above market time charter
|
|
|||||||||||
|
Amortization of fair value of below market time charter
|
|
( |
) | |||||||||
|
Stock based compensation
|
|
|||||||||||
| Loss on equity method investment |
||||||||||||
|
Loss on extinguishment of debt
|
|
|||||||||||
| Impairment loss |
||||||||||||
|
Gain on sale of vessels, net
|
(
|
)
|
( |
) | ( |
) | ||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable trade
|
(
|
)
|
( |
) | ||||||||
|
Inventories
|
(
|
)
|
( |
) | ||||||||
|
Prepaid expenses
|
(
|
)
|
( |
) | ||||||||
|
Other current assets
|
|
( |
) | ( |
) | |||||||
| Due from related parties |
( |
) | ||||||||||
|
Deferred charges, non-current
|
(
|
)
|
( |
) | ( |
) | ||||||
|
Trade accounts and other payables
|
(
|
)
|
( |
) | ( |
) | ||||||
|
Accrued liabilities
|
(
|
)
|
||||||||||
| Other current liabilities |
( |
) | ||||||||||
|
Due to related parties
|
|
( |
) | |||||||||
|
Deferred revenue
|
|
( |
) | |||||||||
|
Net cash provided by / (used in) operating activities
|
|
( |
) | |||||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Vessels acquisitions and improvements
|
(
|
)
|
( |
) | ( |
) | ||||||
|
Advances for vessels acquisitions from related parties
|
|
( |
) | |||||||||
| Lease prepayments and other initial direct costs |
( |
) | ( |
) | ||||||||
| Equity method investment |
( |
) | ||||||||||
|
Gross proceeds from sale of vessel
|
|
|||||||||||
|
Net cash provided by / (used in) investing activities
|
|
( |
) | |||||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
|
|
|||||||||||
| Due to related parties |
||||||||||||
|
Proceeds from issuance of preferred stock
|
|
|||||||||||
|
Redemption of preferred stock
|
|
( |
) | |||||||||
|
Dividends on preferred stock
|
|
( |
) | |||||||||
|
Payments for repurchase of common stock
|
(
|
)
|
( |
) | ( |
) | ||||||
|
Proceeds from long-term debt and other financial liabilities
|
|
|||||||||||
|
Payments of financing and stock issuance costs
|
(
|
)
|
( |
) | ( |
) | ||||||
| Dividends paid |
( |
) | ( |
) | ||||||||
| Payments of finance lease liabilities |
( |
) | ( |
) | ||||||||
|
Repayments of long-term debt and other financial liabilities
|
(
|
)
|
( |
) | ( |
) | ||||||
|
Net cash (used in) / provided by financing activities
|
(
|
)
|
||||||||||
|
Net (decrease) / increase in cash and cash equivalents and restricted cash
|
(
|
)
|
( |
) | ||||||||
|
Cash and cash equivalents and restricted cash at beginning of period
|
|
|||||||||||
|
Cash and cash equivalents and restricted cash at end of period
|
|
|||||||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest
|
|
|||||||||||
| Deposit |
||||||||||||
|
Noncash investing activities:
|
||||||||||||
|
Vessel acquisition through spin-off
|
|
( |
) | |||||||||
| Vessels’ improvements and acquisitions |
( |
) | ( |
) | ||||||||
| Right-of use assets and initial direct costs |
( |
) | ( |
) | ||||||||
|
Noncash financing activities:
|
||||||||||||
|
Dividends on common stock and participating non vested restricted stock awards declared but not paid (Note 11)
|
( |
) | ( |
) | ( |
) | ||||||
|
Long-term debt assumed through spin-off
|
|
|||||||||||
| Payments of financing and stock issuance stocks | ( |
) | ( |
) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 1. |
Basis of Presentation and General Information:
|
United Maritime
Corporation (the “Company” or “United”) was incorporated by Seanergy Maritime Holdings Corp. (“Seanergy” or “Parent”) on January 20,
under the laws of the Republic of the Marshall Islands, having an initial share capital of 500 registered shares, of no par value,
issued to the Parent. The Company completed the spin-off from Seanergy effective July 5, 2022. United’s common shares are listed on the Nasdaq Capital Market and began trading on July 6, 2022 under the symbol “USEA”. The Company is engaged in the
ocean transportation of cargoes worldwide through the ownership and operation of dry-bulk vessels.
The accompanying
consolidated financial statements include the accounts of United and its subsidiaries.
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Accordingly, they do not include any
adjustments that might result in the event that the Company is unable to continue as a going concern.
| a. |
Subsidiaries in Consolidation:
|
United’s subsidiaries
included in these consolidated financial statements as of December 31, 2024:
|
Company
|
Country of
Incorporation
|
Vessel name
|
Date of Delivery
|
Date of
Sale/Disposal
|
||||
|
United Management Corp. (1)(2)
|
|
N/A
|
N/A
|
N/A
|
||||
|
Sea Glorius Shipping Co. (1)(3)
|
|
|
|
|
||||
|
Epanastasea Maritime Co. (1)
|
|
|
|
|
||||
|
Parosea Shipping Co. (4)
|
|
|
|
|
||||
|
Bluesea Shipping Co. (4)
|
|
|
|
|
||||
|
Minoansea Maritime Co. (1)
|
|
|
|
|
||||
|
Good Maritime Co. (1)(3)
|
|
|
|
|
||||
|
Traders Maritime Co. (1)(3)
|
|
|
|
|
||||
|
Chrisea Maritime Co. (1)
|
N/A | |||||||
|
Oasea Maritime Co. (1)(3)
|
||||||||
|
Cretansea Maritime Co. (1)(3)
|
||||||||
|
Synthesea Maritime Co. (1)(3)
|
||||||||
|
Exelixsea Maritime Co. (1)(3)
|
||||||||
| Nisea Maritime Co. (1)(3) | N/A |
| (1) |
Subsidiaries
wholly owned
|
| (2) |
Management
company
|
|
(3)
|
Bareboat
charterers
|
|
(4)
|
Dissolved companies within 2024
|
F-8
| 2. |
Significant Accounting Policies:
|
| (a) |
Principles of Consolidation
|
The accompanying consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts and operating results of United and its wholly-owned subsidiaries where United has control. Control is
presumed to exist when United, through direct or indirect ownership, retains the majority of the voting interest. In addition, United evaluates its relationships with other entities to identify whether they are variable interest entities and to
assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. When the Company does not have a
controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting. All intercompany balances and transactions have been eliminated on consolidation.
The Company deconsolidates a subsidiary or derecognizes a
group of assets when the Company no longer controls the subsidiary or group of assets specified in Accounting Standards Codification (ASC or Codification) 810-10-40-3A. When control is lost, the Company derecognizes the assets and liabilities of
the qualifying subsidiary or group of assets. The Financial Accounting Standards Board (“FASB”) concluded that the loss of control and the related deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A
is a significant economic event that changes the nature of the investment held in the subsidiary or group of assets. Based on this consideration, a gain or loss is recognized upon the deconsolidation of a subsidiary or derecognition of a group of
assets.
| (b) |
Use of Estimates
|
The preparation of financial statements in conformity with
U.S. GAAP 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. Significant items subject to such estimates include evaluation of relationships with other entities to identify whether they are
variable interest entities, determination of vessel useful lives and determination of vessels’ impairment.
| (c) |
Foreign Currency Translation
|
United’s functional currency is the United States dollar
since the Company’s vessels operate in international shipping markets and therefore primarily transact business in U.S. Dollars. The Company’s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies are translated
into the United States dollar using exchange rates that are in effect at the time of the transaction. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to United States dollars at
the foreign exchange rate prevailing at year-end. Gains or losses resulting from foreign currency translation are reflected in the consolidated statement of operations.
| (d) |
Concentration of Credit Risk
|
Financial instruments, which potentially subject the Company
to significant concentrations of credit risk, consist principally of cash and cash equivalents and accounts receivable trade. The Company places its cash and cash equivalents and restricted cash, consisting mostly of deposits, with high credit
qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing
ongoing credit evaluations of the financial condition of its customers, receives charter hires in advance and generally does not require collateral for its accounts receivable.
F-9
| (e) |
Cash and Cash Equivalents
|
United considers time deposits and all highly liquid
investments with an original maturity of three months or less to be cash equivalents.
| (f) |
Term Deposits
|
United classifies time deposits and all highly liquid
investments with an original maturity of more than three months as term deposits.
| (g) |
Restricted Cash
|
Restricted cash is excluded from cash and cash equivalents.
Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Company’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Company, which are
legally restricted as to withdrawal or use. In the event that the obligation relating to such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets; otherwise, they are classified as
non-current assets.
| (h) |
Accounts Receivable Trade
|
Accounts receivable trade at each balance sheet date,
includes receivables from charterers for hire, freight and demurrage billings, net of a provision for doubtful accounts. Receivables related to spot voyages are determined to be unconditional and are included in “Accounts Receivable Trade”. At each
balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. The Company also assessed the provisions of ASC 326, Financial Instruments—Credit
Losses, by assessing the counterparties’ credit worthiness and concluded that there is no material impact in the Company’s financial statements as of December 31, 2024 and 2023. No
| (i) |
Inventories
|
Inventories consist of lubricants and bunkers, which are
measured at the lower of cost or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost is determined
by the first in, first out method.
| (j) |
Insurance Claims
|
The Company records insurance claim recoveries for insured
losses incurred on damage to fixed assets and for insured crew medical expenses and for legal fees covered by directors’ and officers’ liability insurance. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the
Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies, the claim is not subject to litigation and the Company can make an estimate of the amount to be
reimbursed. The classification of the insurance claims into current and non-current assets is based on management’s expectations as to their collection dates. The Company assesses the counterparties’ credit worthiness according to provisions of ASC
326, Financial Instruments—Credit Losses. No
| (k) |
Vessels
|
Vessels acquired as a part of a business combination are
recorded at fair market value on the date of acquisition. Vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition (delivery
expenses and other expenditures to prepare for the vessel’s initial voyage). Vessels acquired from entities under common control are recorded at historical cost. Subsequent expenditures for conversions and major improvements are capitalized when
they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Expenditures for routine maintenance and repairs are expensed as incurred.
F-10
In addition, other long-term investments relating to vessels’ equipment not yet installed, are included in “Deferred charges and
other investments, non-current” in the consolidated balance sheets. Amounts paid (if any) for other investments, non-current, that refer to equipment for the vessels not yet installed are included in “Vessels acquisitions and improvements” under
“Cash flows from investing activities” in the consolidated statements of cash flows.
| (l) |
Vessel Depreciation
|
Depreciation is computed using the straight-line method over
the estimated useful life of the vessels (25 years ), after considering the estimated salvage value. Salvage value is estimated by the
Company by taking the cost of steel times the weight of the ship noted in lightweight ton (“LWT”). Salvage values are periodically reviewed and revised to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage
values affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods.
Effective January 1, 2024 and following management’s reassessment of the residual value of the vessels, the estimated scrap value per LWT was increased to $0.35 from $0.30 . Management’s estimate
was based on the average demolition prices prevailing in the market in the last 15 years . The effect of this change in accounting
estimate, which did not require retrospective application as per ASC 250 “Accounting Changes and Error Corrections”, was to decrease net loss for the year ended December 31, 2024, by $786 or $0.09
| (m) |
Impairment of Long-Lived Assets (Vessels) and Right-of-use assets
|
The Company reviews its long-lived assets (vessels) and
right-of-use assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolesce or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business
plans, indicate that the carrying amount of the assets, plus any unamortized dry-docking costs or right-of use assets, may not be recoverable. The volatile market conditions with decreased charter rates and decreased vessel market values are
conditions that the Company considers to be indicators of a potential impairment for its vessels and right-of use assets.
The Company determines undiscounted projected operating
cash flows for each vessel and right-of use asset and compares it to the vessel’s carrying value, plus any unamortized dry-docking costs or right-of-use asset. When the undiscounted projected operating cash flows expected to be generated by the
use of the vessel and/or its eventual disposition and right-of-use asset are less than the vessel’s carrying value, plus any unamortized dry-docking costs or right-of-use asset, the Company impairs the carrying amount of the vessel or
right-of-use asset. Measurement of the impairment loss is based on the fair value of the asset as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by
considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimates and the average of the trailing 10-year
historical charter rates, excluding outliers) adjusted for commissions, expected off hires due to scheduled maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying
various assumptions regarding vessel operating expenses and scheduled maintenance.
For the year ended December 31, 2024, indicators of
impairment existed for two of the Company’s vessels and one of the Company’s right-of use assets. The carrying value of the Company’s vessels plus any unamortized dry-docking costs and right-of use-assets for which impairment
indicators existed as at December 31, 2024, was $44,009 and $27,560 , respectively. From the impairment exercise performed, the undiscounted projected operating cash flows expected to be generated by the use of these two vessels and one right-of-use asset
were higher than the vessels’ carrying value, plus any unamortized dry-docking costs and right-of-use assets, and thus the Company concluded that no
impairment charge should be recorded.
F-11
| (n) |
Assets held for sale
|
The Company classifies a vessel along with associated inventories as being held for sale when all of the criteria under ASC 360, Property, Plant and Equipment,
are met: (i) management has committed to a plan to sell the vessel; (ii) the vessel is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the
vessel have been initiated; (iv) the sale of the vessel is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year; (v) the vessel is being actively marketed for sale at a price that is
reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Vessels classified as held for
sale are measured at the lower of their carrying amount or fair value less cost to sell. The resulting difference, if any, is recorded under “Impairment loss” in the consolidated statements of operations. The vessels are not depreciated once they
meet the criteria to be classified as held for sale.
| (o) |
Dry-Docking and Special Survey Costs
|
The Company follows the deferral method of accounting for dry-docking costs and special survey costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Dry-docking costs which are not fully amortized by the next dry-docking period are expensed. Amounts are included in “Deferred charges and other investments, non-current”.
| (p) |
Commitments and Contingencies
|
Liabilities for loss contingencies, arising from claims,
assessments, litigation, fines and penalties, environmental and remediation obligations and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
| (q) |
Revenue Recognition
|
Revenues are generated from time charters and spot charters.
Revenues generated from time charter agreements 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.
Time charter revenue is recorded over the term of the charter
agreement as the service is provided and collection of the related revenue is reasonably assured. Under a time charter, revenue is adjusted for a vessel’s off hire days due to major repairs, dry dockings or special or intermediate surveys. 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. Time charter agreements may include ballast bonus payments made by the charterer which serve as compensation for the
ballast trip of the vessel to the delivery port, which are deferred and also recognized on a straight line basis over the charter period. Deferred revenue includes cash received prior to the balance sheet date for which all
criteria to recognize as revenue have not been met. The Company, as lessor, has elected not to 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 the Company has assessed that more value is ascribed
to the vessel rather than to the services provided under the time charter contracts. Vessels are employed on short
to medium-term time charter contracts, which provide flexibility in responding to market developments. For dry bulk vessels, rental income on the Company’s time charters is calculated at an index linked rate based on the five T/C routes rate of
the Baltic Capesize Index and Baltic Panamax Index. Under the terms of our dry bulk vessels’ time charter agreements, the Company has the option to convert the floating index linked rate into a fixed charter rate based on the prevailing forward
freight agreement curves.
F-12
Spot charter agreements are charter hires, where a contract
is made in the spot market for the use of a vessel for a specific voyage at a specified charter rate per ton of cargo. Spot charter revenue is recognized on a pro-rata basis over the duration of the voyage from loading to discharge, when a voyage
agreement exists, the price is fixed or determinable, service is provided and the collection of the related revenue is reasonably assured. For voyage charters, the Company satisfies its single performance obligation to transfer cargo under the
contract over the voyage period. The Company has taken the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
Demurrage income, which is considered a form of variable consideration, is included in voyage revenues, and represents payments by the charterer to the vessel owner when
loading or discharging time exceeds the stipulated time in the voyage charter agreements.
Pool revenue for each vessel is determined in accordance with
the profit-sharing mechanism specified within each pool agreement. In particular, the Company’s pool managers aggregate the revenues and expenses of all of the pool participants and distribute the net earnings to participants, as applicable:
|
|
• |
based on the pool points attributed to each vessel (which are determined
by vessel attributes such as cargo carrying capacity, speed, fuel consumption, and construction and other characteristics); or
|
|
|
• |
by making adjustments to account for the cost performance, the bunkering
fees and the trading capabilities of each vessel; and
|
|
|
• |
the number of days the vessel participated in the pool in the period
(excluding off-hire days).
|
The Company records revenue generated from the pools in
accordance with ASC 842, Leases, since it assesses that a vessel pool arrangement is a variable time charter with the variable lease payments recorded as income in profit or loss in the period in which the changes in facts and circumstances on
which the variable lease payments are based occur.
| (r) |
Commissions
|
Commissions, which include address and brokerage commissions,
are recognized in the same period as the respective charter revenues. Address commissions to third parties and commissions to related parties (Note 3) are included in “Vessel revenue, net” while brokerage commissions to third parties are included
in “Voyage expenses”. For the years ended December 31, 2024, 2023 and 2022, an amount of $1,761 , $1,113 and $424 , respectively, was
included in “Vessel revenue, net” related to commission to third parties.
| (s) |
Vessel Voyage Expenses
|
Vessel
voyage expenses primarily consist of port, canal, bunker expenses and brokerage commissions that are unique to a particular charter and are paid for by the charterer under time charter agreements and other non-specified voyage expenses. Under a
spot charter, the Company incurs and pays for certain voyage expenses, primarily consisting of bunkers consumption, brokerage commissions, port and canal costs. Under ASC 606 and after implementation of ASC 340-40 “Other assets and deferred
costs” for contract costs, incremental costs of obtaining a contract with a customer and contract fulfillment costs are capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. Costs to fulfill the
contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the charter period. As of December 31, 2024 and 2023, unamortized contract costs amounted to $160 and $ are included in the consolidated balance sheets under “Other
current assets”. Costs amortized during the year ended December 31, 2024, 2023 and 2022, to fulfill contracts were $125 , $, $ respectively.
| (t) |
Fair value of above/ below market acquired time charters:
|
The Company values any asset or liability arising from the
market value of the time charters assumed when a vessel is acquired or contributed. Where vessels are acquired or contributed with existing time charters, the Company determines the present value of the difference between: (i) the contractual
charter rate and (ii) the market rate for a charter of equivalent duration prevailing at the time the vessels are delivered. In discounting the charter rate differences in future periods, the Company uses its cost of capital for each vessel. The
cost of the acquisition is allocated to the vessel and the in-place time charter attached on the basis of their relative fair values. Such intangible asset or liability is recognized ratably as an adjustment to revenues over the remaining term of
the assumed time charter.
F-13
| (u) |
Repairs and Maintenance
|
All repair and maintenance expenses, including major
overhauling and underwater inspection expenses are expensed in the year incurred. Such costs are included in “Vessel operating expenses”.
| (v) |
Financing Costs
|
Underwriting, legal and other direct costs incurred with
the issuance of long-term debt or to refinance existing debt are deferred and amortized to interest expense over the life of the related debt using the effective interest method under modification guidance. The Company presents unamortized
deferred financing costs as a reduction of long-term debt in the accompanying balance sheet. For the accounting of the unamortized deferred financing costs following debt extinguishment, see below (Note 2(ab)).
| (w) |
Income Taxes
|
Pursuant to the Internal Revenue Code of the United States
(the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets both of the following requirements: (a) the Company is organized in a foreign country that
grants an equivalent exception to corporations organized in the United States and (b) either (i) more than 50 % of the value of the
Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (50 % Ownership Test) or (ii) the Company’s stock is “primarily and regularly traded on an established securities market” in its country of
organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States (Publicly-Traded Test).
Notwithstanding the foregoing, the regulations provide, in
pertinent part, that each class of the Company’s stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are
owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5 %
or more of the value of such class of the Company’s outstanding stock (“5 Percent Override Rule”).
Based on the Company’s analysis of its shareholdings during
2024, the Publicly-Traded Test for the entire 2024 year has been satisfied in that less than 50 % of the Company’s issued and
outstanding shares were owned by shareholders none of whom owned directly or indirectly 5 % or more of the vote and value of such class
of stock for more than half the days during the 2024 taxable year. Effectively, the Company and each of its subsidiaries qualify for this statutory tax exemption for the 2024 taxable year.
Certain charterparties of the Company contain clauses that
permit the Company to seek reimbursement from charterers of any U.S. tax paid. The Company’s U.S. federal income tax based on its U.S. source shipping income for 2024 and 2023 was $ and $, respectively.
| (x) |
Stock-based Compensation
|
Stock-based compensation represents vested and non-vested
common stock granted to directors and employees for their services as well as to certain employees of the Company’s service providers and non-employees. The Company calculates stock-based compensation expense for the award based on its fair value
on the grant date and recognizes it on an accelerated basis over the vesting period. The Company assumes that all non-vested shares will vest. The Company does not include estimated forfeitures in determining the total stock-based compensation
expense because it elects to accounts the forfeitures of non-vested shares as incurred. The Company re-evaluates the reasonableness of its assumption at each reporting period.
F-14
| (y) |
Earnings per Share
|
Basic earnings per common
share are computed by dividing net income available to United’s shareholders by the weighted average number of common shares outstanding during the period. Unvested shares granted under the Company’s incentive plan, or else, are entitled to
receive dividends which are not refundable, even if such shares are forfeited, and therefore are considered participating securities for basic earnings per share calculation purposes, using the two-class method. The two-class method
requires income available to common stockholders for the period to be allocated between common shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Diluted earnings per share is computed by (i) dividing net income attributable to common stockholders by the weighted average number of common shares plus (ii) the dilutive effect for warrants and share based payments
awards outstanding during the applicable period 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 and
(iii) the dilutive effect of convertible preferred shares, using the if converted method. The two-class method is used for diluted earnings per common share when such is the most dilutive method, considering anti–dilution sequencing as per ASC
260, Earnings Per Share. 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.
| (z) |
Segment Reporting
|
The Company reports financial information and evaluates its operations by total
charter revenues and not by the length of vessel employment, customer, type of charter or geographical area as the charterer is free to trade the vessel worldwide and as a result, the disclosure of
geographic information is impracticable. Although revenue can be identified for different types of charters, management does not identify expenses, profitability or other financial information for different charters. As a result,
management, including the Chief Operating Decision Maker (or “CODM”), reviewed operating results solely by revenue per day and consolidated operating results of the fleet, and thus the Company had determined that it had only one
| (aa) |
Fair Value Measurements
|
The Company follows the provisions of ASC 820, Fair Value Measurement, which defines and provides guidance as to the measurement of fair value. 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 in an orderly transaction between market participants in the market in which the reporting entity transacts. In accordance with the requirements of accounting guidance relating to Fair Value
Measurements, the Company classifies and discloses its 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.
|
| (ab) |
Debt Modifications and Extinguishments
|
The Company follows the provisions of ASC
470-50, Modifications and Extinguishments, to account for all modifications or extinguishments of debt instruments, except debt that is
extinguished through a troubled debt restructuring or a conversion of debt to equity securities of the debtor pursuant to conversion privileges provided in terms of the debt at issuance. This Subtopic also provides guidance on whether an exchange
of debt instruments with the same creditor constitutes an extinguishment and whether a modification of a debt instrument should be accounted for in the same manner as an extinguishment. In circumstances where an exchange of debt instruments or a
modification of a debt instrument does not result in extinguishment accounting, this Subtopic provides guidance on the appropriate accounting treatment. Costs associated with new loans or refinancing of existing loans, including fees paid to
lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred charges. Costs paid directly to third parties are expensed as incurred. Deferred financing
costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans
repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. In particular, ASC 470-50-40-2 indicates that for extinguishments of debt, the difference between the
reacquisition price and the net carrying amount of the extinguished debt (which includes any deferred debt issuance costs) should be recognized as a gain or loss when the debt is extinguished and identified as a separate item.
F-15
| (ac) |
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. The Company, in its
assessment for the accounting of the warrants issued in connection with the July 20, 2022 public offering, the Series B Preferred Shares and the Series C Preferred Shares issued to Seanergy in exchange for working capital contribution, has taken
into consideration ASC 480 and determined that the warrants, the Series B Preferred Shares and the Series C Preferred Shares should be classified as equity instead of liability. In its assessment for the warrants, the Company identified certain
embedded features, examined whether these fall under the definition of a derivative according to ASC 815, Derivatives and Hedging, applicable guidance or whether certain of these features affected the classification. Derivative accounting was
deemed inappropriate and thus no bifurcation of these features was performed. Upon exercise of the warrants, the holder is entitled to receive common shares. In its assessment for the Series C Preferred Shares, the Company identified certain
features, such as redemption rights, conversion rights, voting rights and dividend rights. In its assessment, the Company examined whether these fall under the definition of a derivative according to ASC 815 applicable guidance or whether certain
of these features affected the classification. Derivative accounting was deemed inappropriate and thus no bifurcation of these features was performed. The Company concluded that equity classification was appropriate.
| (ad) |
Share repurchases
|
The Company records the repurchase of its common shares at
cost. The Company’s common shares repurchased for retirement, are immediately cancelled and the Company’s common stock is accordingly reduced. Any excess of the cost of the shares over their par value is allocated in additional paid-in capital, in
accordance with ASC 505-30-30, Treasury Stock.
| (ae) |
Evaluation of Nonmonetary Transactions
|
When the Company enters into a nonmonetary transaction as
defined broadly under ASC 845, Nonmonetary Transactions, it determines whether the transaction is a contribution of an asset or a business by assessing the definition of a business under ASC 805, Business
Combination, 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 in an acquisition transaction
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.
|
(af)
|
Sale
and Leaseback Transactions
|
In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606.
The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the
asset at the time the option is exercised and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease,
precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be
classified as a financing arrangement by the Company as it effectively retains control of the underlying asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale
when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize
the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.
F-16
|
(ag)
|
Finance
Lease Liabilities & Right-of-Use Assets
|
Bareboat charter-in agreements that the Company may enter
into are accounted for pursuant to ASC 842 and are classified as finance leases if they either involve a purchase obligation or a purchase option that is reasonably certain, at inception, that will be exercised. At the commencement date of the
finance lease, a lessee initially measures the lease liability at the present value, using the discount rate determined on the commencement, of the lease payments to be made over the lease term, including any amount for the purchase the vessel, if
applicable. Subsequently, the lease liability is increased by the interest on the lease liability and decreased by the lease payments during the period. The interest on the lease liability is determined in each period during the lease term as the
amount that produces a constant periodic discount rate on the remaining balance of the liability, taking into consideration the reassessment requirements.
A lessee initially measures the finance right-of-use asset at
cost which consists of the amount of the initial measurement of the lease liability; any lease payments made to the lessor at or before the commencement date, less any lease incentives received; and any initial direct costs incurred by the lessee.
Subsequently, the finance right-of-use asset is measured at cost less any accumulated amortization and any accumulated impairment losses, taking into consideration the reassessment requirements. A lessee shall amortize the finance right-of-use
asset on a straight-line basis (unless another systematic basis better represents the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits) from the commencement date to the earlier of the end of the
useful life of the finance right-of-use asset or the end of the lease term. However, if the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset,
the lessee shall amortize the right-of-use asset to the end of the useful life of the underlying asset. The Company elected the practical expedient on not separating lease components from non lease components in accordance with ASC 842-10-15-37.
|
(ah)
|
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 323 “Investments-Equity method and joint ventures”. 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 variable interest entity (“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 Company’s share of losses in an investee equals or exceeds its interest in the investee, the Company does not recognize further losses unless the Company has incurred obligations or made payments on behalf of 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, 2024, with regards to its investment in RGI Marine Holdings AS (“RGI”), the Company determined that it had variable interests in RGI and that RGI was a VIE, but the Company was not the primary beneficiary of such entity. The Company further evaluated that
| (ai) |
Going Concern
|
Under ASC 205-40, Going Concern, management is required to evaluate whether there is substantial doubt about a company’s ability to continue as a going
concern. For each reporting period, management is required to evaluate 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. The Company’s cash flow projections indicate that it will be in a position to meet its obligations and cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements are
issued.
F-17
Recent Accounting Pronouncements Adopted
The Company has adopted ASU 2023-07, which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly
provided to the CODM. In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that the disclosure requirements in ASC 280 are required for entities with a single reportable segment and that an
entity may disclose multiple measures of segment profit and loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company has one reportable segment and has identified the Chairman and Chief Executive Officer as the CODM in accordance with ASC 280, Segment Reporting. The accounting policies applied to
the reportable segment are the same as those used in the preparation of the Company’s consolidated financial statements. The adoption of ASU No. 2023-07 did not have any effect in the Company’s consolidated financial statements, other than
the disclosures made in this paragraph and relevant “Segment Reporting” accounting policy (Note 2z).
Recent Accounting Pronouncements – Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The standard is intended to require more detailed
disclosure about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years
beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting
periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact this standard will have on its consolidated financial statements.
There are no other recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s consolidated financial statements in
the current or any future periods.
| 3. |
Transactions with Related Parties:
|
Transactions
with Seanergy
On January 20, 2022, United was incorporated by Seanergy,
under the laws of the Republic of the Marshall Islands to serve as the holding company of the Predecessor upon consummation of the Spin-Off (Note 1). Following the Spin-Off, United and Seanergy are independent publicly-traded companies. The
Spin-Off was pro rata to the shareholders of the Parent, including holders of the Parent’s outstanding common shares and Series B preferred shares, so that such holders maintained the same proportionate interest in the Parent and in United both
immediately before and immediately after the Spin-Off.
Contribution and Conveyance Agreement: Prior to the consummation of the Spin-Off, United entered into a Contribution and Conveyance Agreement with Seanergy. Pursuant to the Contribution and Conveyance Agreement, Seanergy,
immediately prior to the Spin-Off, contributed (i) all of the Predecessor’s shares to United as a capital contribution, and (ii) an aggregate of $5,000
in cash as working capital, in exchange for the issuance of 5,000 Series C Preferred Shares to Seanergy, the cancellation of the
then outstanding common shares of United and the issuance of 1,512,004 common shares of United and 40,000 Series B Preferred Shares to Seanergy (the “Distribution Shares”). Seanergy distributed the Distribution Shares to its shareholders on a pro
rata basis as a special dividend. Additionally, Seanergy agreed to indemnify United for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the Gloriuship
prior to the effective date of the Spin-Off, except for the July 2022 EnTrust Facility.
F-18
Rights of First Refusal: Prior to the consummation of the Spin-Off, United entered into a Right of First Refusal Agreement with Seanergy. Pursuant to the agreement, Seanergy has a right
of first refusal with respect to any opportunity available to United to sell, acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters with a term of 13 months or less, available to United for Capesize vessels. In addition, United has a right of first offer with respect to any vessel sales by
Seanergy. United exercised such right with respect to the sale of the Goodship and the Tradership (Note 5). Upon a change of control of United or Seanergy
occurring (as defined therein), such rights terminate immediately.
The Spin-Off was accounted for at fair values since the assets contributed did not meet the definition of a business and their fair value was objectively measurable and clearly realizable in an outright sale at or near the distribution (Note 7). The equity contribution from the consummation of the Spin-Off was $
On July 26, 2022, the Company issued additional 5,000 Series C Preferred Shares to Seanergy in exchange for $5,000 cash in connection with United’s funding the deposits payable for four tanker vessels
acquired between August and September 2022 (Note 5).
On November 28, 2022, the outstanding 10,000 Series C preferred shares of United held by Seanergy were redeemed by the Company at a price equal to 105 %
of the original issue price for a total cash outflow of $10,500 . Total dividends paid in respect with the Series C Preferred Shares
up to date of redemption amounted to $243 .
Management Agreements:
Master Management Agreement
United entered into a master management agreement with
Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services. Certain of these services are being contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement Corp. (“Seanergy
Shipmanagement”) and Seanergy Management Corp. (“Seanergy Management”). In consideration of Seanergy providing such services (“service providers”), United pays a fixed administration fee of $0.3 per vessel per day to Seanergy. The initial term of the master management agreement with Seanergy expired on December 31, 2024. No three months ’ notice was given by either party prior to the end of the current term, thus this agreement was automatically extended for an additional 12-month period. The master management agreement may be terminated immediately only for cause and at any time by either party with three months ’ prior notice, and no termination fee will be payable. During the year ended December 31, 2024, an amount of $4,411 ($ for the year ended
December 31, 2023) related to payments for working capital purposes from Seanergy funds and is presented under “Cash flows from financing activities” in the consolidated statements of cash flows.
Technical Management Agreement
In relation to the technical management,
Seanergy Shipmanagement is responsible for arranging (directly or by subcontracting) for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the Gloriuship,
Chrisea, Cretansea, Goodship, Nisea (since September 10, 2024) and Oasea (until the vessel’s sale). Pursuant to the management agreements, Seanergy Shipmanagement earned a fixed management fee of $10 per month for such services for the Goodship until March 17, 2024. Thereafter, Seanergy Shipmanagement earns a fixed management fee of $14 per month for the above-mentioned vessels, except for the Oasea, for which the technical management agreement with Seanergy
Shipmanagement was terminated following her sale (Note 5). As of December 31, 2024, five of Company’s vessels are under technical management agreement with Seanergy Shipmanagement for a fixed management fee of $14 per month.
F-19
Commercial Management Agreement
United had entered into a commercial management agreement
with Seanergy Management pursuant to which Seanergy Management acted as agent for United’s subsidiaries (directly or through subcontracting) for the commercial management of their vessels, including chartering, monitoring thereof, freight
collection, and sale and purchase up until March 31, 2023, except for the Epanastasea for which such agreement was in effect up until her sale to her new owners in August 2023. United was paying to Seanergy
Management a fee equal to 1.25 % of the gross freight, demurrage and charter hire collected from the employment of United’s vessels,
except for any vessels that were chartered-out to Seanergy. Seanergy Management also earned a fee equal to 1 % of the contract price of
any vessel bought or sold by them on United’s behalf, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale and leaseback transaction.
Effective as of April 1, 2023, United’s subsidiary, United Management Corp. (“United Management”) has entered into a commercial management agreement with Seanergy Management pursuant to which Seanergy Management acts as agent for United’s subsidiaries for the commercial management of United’s vessels, including, inter alia, accounting services, voyage monitoring, freight collection, postfixing, sale, purchase and bareboat chartering. United is paying to Seanergy Management a fee equal to
The below table presents the analysis of “Management fees –
related party” charged from Seanergy and Seanergy Shipmanagement in connection with the above agreements as presented in the accompanying statement of operations:
| Year ended | Year ended |
From
January 20, 2022
through
|
||||||||||
|
Fees charged in relation to:
|
December 31, 2024 | December 31, 2023 |
December 31, 2022
|
|||||||||
|
Management services – Seanergy
|
|
|
|
|||||||||
|
Management services – Seanergy Shipmanagement
|
|
|
|
|||||||||
|
Management fees- related party
|
|
|
|
|||||||||
The below table presents the fees charged from Seanergy
Management in connection with the above agreements:
| Year ended | Year ended |
From
January 20, 2022
through
|
||||||||||
|
Fees charged in relation to:
|
December 31, 2024 | December 31, 2023 |
December 31, 2022
|
|||||||||
|
Commercial services (1)
|
|
|
|
|||||||||
| Purchase of vessel services (2) |
|
|
|
|||||||||
| Sale of vessel services (3) |
||||||||||||
| Total |
|
|
|
|||||||||
| (1) |
|
| (2) |
| (3) |
|
F-20
The below table presents the analysis of “Due to Related
Parties” as presented in the accompanying consolidated balance sheets:
|
|
December 31,
2024
|
December 31,
2023
|
||||||
|
Balance due to Seanergy
|
|
|
||||||
|
Balance due to Seanergy Shipmanagement
|
|
|
||||||
|
Balance due to Seanergy Management
|
|
|
||||||
|
Due to Related Parties
|
|
|
||||||
The below table presents the analysis of “Due from Related Parties” as presented in the
accompanying consolidated balance sheets:
|
|
December 31,
2024
|
December 31,
2023
|
||||||
|
Balance due from Seanergy Management
|
|
|
||||||
|
Due from Related Parties
|
|
|
||||||
On April 7, 2025, the Compensation Committee of the Company
granted 75,000 shares to certain employees of the Company’s service providers (Note 16).
On March 27, 2024, the Compensation Committee of the Company
granted 65,000 shares to certain employees of the Company’s service providers (Note 15).
Transaction with RGI
On July 31, 2024, the Company agreed to make an investment
in RGI which was accounted under equity method due to the Company’s significant influence over RGI (Note 8).
| 4. |
Cash and Cash Equivalents and Restricted Cash:
|
The following table
provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows:
|
December 31,
2024
|
December 31,
2023
|
|||||||
|
Cash and cash equivalents
|
|
|||||||
|
Restricted cash, non-current
|
|
|||||||
|
Cash and cash equivalents and restricted cash
|
||||||||
Restricted cash, non-current as of December 31, 2024 includes $350 of minimum liquidity requirements as per the April 2023 Neptune Sale and Leaseback (Note 7).
Restricted cash, non-current as of December 31, 2023 includes $350 of minimum liquidity requirements as per the March 2023 Neptune Sale and Leaseback (Note 7) and $350
of minimum liquidity requirements as per the April 2023 Neptune Sale and Leaseback (Note 7).
F-21
| 5. |
Vessels, Net:
|
The amounts in the
accompanying consolidated balance sheets are analyzed as follows:
|
December 31,
2024
|
December 31,
2023
|
|||||||
|
Cost:
|
||||||||
|
Beginning balance:
|
|
|||||||
|
- Additions
|
|
|||||||
|
- Disposals
|
(
|
)
|
( |
) | ||||
| - Transfer to “Vessel held for sale” |
( |
) | ||||||
|
Ending balance:
|
|
|||||||
|
Accumulated depreciation:
|
||||||||
|
Beginning balance:
|
(
|
)
|
( |
) | ||||
|
- Depreciation for the period
|
(
|
)
|
( |
) | ||||
|
- Disposals
|
|
|||||||
| - Transfer to “Vessel held for sale” |
||||||||
|
Ending balance:
|
(
|
)
|
( |
) | ||||
|
Net book value
|
|
|||||||
Acquisitions
On August 21, 2024, following the exercise of the purchase option of the Chrisea
bareboat charter, an amount of $20,946 was derecognized from “Right-of-use assets” (Note 6) and recognized as “Vessels, net”
in the accompanying consolidated balance sheets. The purchase option amount was financed through the Sinopac Loan Facility (Note 7).
On August 1, 2024, following the exercise of the purchase option of the Synthesea
bareboat charter, an amount of $25,475 was derecognized from “Right-of-use assets” (Note 6) and recognized as “Vessels, net”
in the accompanying consolidated balance sheets. The purchase option amount was financed with cash on hand and through the Onishi Sale and Leaseback (Note 7).
On June 9, 2023, the Company entered into an agreement with an unaffiliated party for the purchase of a secondhand Panamax
vessel, the Exelixsea, for a gross purchase price of $17,815 . The vessel was delivered to the
Company on August 29, 2023. The acquisition of the vessel was financed with cash on hand and $15,000 allocated from the August 2022
Entrust Facility (Note 7).
On February 7, 2023, the Company entered into an agreement with an unaffiliated third party for the purchase of a
secondhand Kamsarmax vessel, the Oasea, for a gross purchase price of $19,500 . The vessel was
delivered to the Company on March 27, 2023. The acquisition of the vessel was financed with cash on hand at delivery and subsequently through the March 2023 Neptune Sale and Leaseback (Note 7).
On February 7, 2023, the Company entered into an agreement with an unaffiliated third party for the purchase of a
secondhand Kamsarmax vessel, the Cretansea, for a gross purchase price of $19,675 . The vessel
was delivered to the Company on April 26, 2023. The acquisition of the vessel was financed with cash on hand and through the April 2023 Neptune Sale and Leaseback (Note 7).
On December 27, 2022, the Company entered into an agreement with an affiliated party for the purchase of a secondhand
Capesize vessel, the Goodship, for a gross purchase price of $17,500 . The vessel was delivered
to the Company on February 10, 2023. The acquisition of the vessel was financed with cash on hand and $7,000 allocated from the August
2022 Entrust Facility (Note 7).
F-22
On December 27, 2022, the Company entered into an agreement with an affiliated party for the purchase of a secondhand
Capesize vessel, the Tradership, for a gross purchase price of $18,750 . The vessel was
delivered to the Company on February 28, 2023. The acquisition of the vessel was financed with cash on hand and $8,200 allocated from
the August 2022 EnTrust Facility (Note 7).
For the years ended December 31, 2024 and 2023, an amount of $ and $635 , respectively, of expenditures related to vessels’
acquisition cost were capitalized and will be depreciated over the remaining useful life of each vessel. Amounts paid for these expenditures are included in “Vessels’ acquisitions and improvements” under “Cash flows
from investing activities” in the consolidated statement of cash flows.
During the years ended December 31, 2024 and 2023, an amount of $ and $1,176 , respectively, of expenditures were capitalized that concern improvements on vessels performance and meeting environmental standards. The cost of these additions was
accounted as major improvement and were capitalized over the vessels’ cost and will be depreciated over the remaining useful life of each vessel. Amounts paid for the additions are included in “Vessels acquisitions and improvements” under “Cash
flows from investing activities” in the consolidated statements of cash flows.
Vessel held for sale
On December 20, 2024, the Company entered into an agreement with an unaffiliated third party for the
sale of the Gloriuship for a net sale price of $14,880 . Delivery of the vessel to her new
owners is expected to take place in the third quarter of 2025. On the same date, the vessel was classified as “Vessel held for sale” according to the provisions of ASC 360, as all the criteria for this classification were met. Accordingly, the
outstanding amount of $8,333 under the Huarong Sale and Leaseback for Gloriuship was
classified in current liabilities in the accompanying consolidated balance sheet. The specific vessel was impaired since its carrying amount, which is the unamortized balance of vessel cost of $14,402 and the unamortized balance of drydocking cost of $1,306
on the sale agreement date was higher than its fair value less cost to sell. As of December 31, 2024, “Vessel held for Sale” in the accompanying consolidated balance sheet is measured at fair value less cost to sell which was $14,880 . Accordingly, an “Impairment loss” of $828
was recognized in the consolidated statements of operations. The fair value of the vessel was determined based on the agreed sale price, net of commissions.
Gain on sale of vessels, net
On May 2, 2024, the Company entered into an agreement with an unaffiliated third party for the sale of the Oasea for a gross sale price of $20,220 . The vessel was delivered to her new owners on July 19, 2024. A gain on sale
of vessel net of sale expenses amounting to $1,426 was recognized and is presented as “Gain on sale of vessels, net” in the
consolidated statement of operations.
On May 5, 2023, the
Company entered into an agreement with an unaffiliated third party for the sale of the Epanastasea for a gross sale price of $37,500 . The vessel was delivered to her new owners on August
10, 2023. A gain on sale of vessel net of sale expenses amounting to $11,804 was recognized and is presented as “Gain on sale of
vessels, net” in the consolidated statement of operations.
On September 24, 2022, the Company entered into an agreement with an
unaffiliated third party for the sale of the Parosea for a gross sale price of $31,250 . The
vessel was delivered to her new owners on November 8, 2022. A gain on sale of vessel net of sale expenses amounting to $9,215 was
recognized and is presented as “Gain on sale of vessels, net” in the consolidated statement of operations.
On September 24, 2022, the Company entered into an agreement with an unaffiliated third party for the
sale of the Bluesea for a gross sale price of $31,250 . The vessel was delivered to her new
owners on December 1, 2022. A gain on sale of vessel net of sale expenses amounting to $9,175 was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statement of operations.
On December 12, 2022, the Company entered into an agreement with an unaffiliated third party for the
sale of the Minoansea for a gross sale price of $39,000 . The vessel was delivered to her new
owners on December 22, 2022. A gain on sale of vessel net of sale expenses amounting to $17,705 was recognized and is presented as “Gain on sale of vessels, net” in the consolidated statement of operations.
F-23
| 6. |
Right-of-Use assets and Finance Lease Liabilities:
|
The annual lease
payments under the Nisea bareboat charter agreement are as follows:
|
Twelve month periods ending December 31,
|
Amount
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
|
Total undiscounted lease payments
|
|
|||
|
Less: Discount based on incremental borrowing rate
|
(
|
)
|
||
|
Present value of finance lease liabilities
|
|
|||
|
Finance lease liabilities, current
|
|
|||
|
Finance lease liabilities, non-current
|
|
|||
|
Present value of finance lease liabilities
|
|
|||
The weighted average remaining lease term for Nisea bareboat charter was 1.19 years as of December 31, 2024.
The weighted average incremental borrowing rate for Nisea bareboat charters was 5.08 % as of December 31, 2024.
On March 6, 2024, the Company entered into a bareboat
charter agreement with an unaffiliated third party for a secondhand Kamsarmax vessel, the Nisea. The vessel was delivered to the Company on September 10, 2024 under an 18 -month bareboat charter plus 30-days in lessee’s option at a daily rate of $8 . The Company made a down payment of $3,750 upon signing of
the bareboat charter agreement and a payment of $3,750 upon commencement of the bareboat charter. At the end of the 18 -month bareboat period, the Company has an option to purchase the vessel for $16,620 . The Company has classified the above transaction as a finance lease. At the commencement date, the Company recognized a finance lease liability equal to the present
value of lease payments during the bareboat charter period using an incremental borrowing rate of 5.08 %. The Company recognized a
finance lease liability of $19,651 and a corresponding right-of-use asset of $28,006 which also includes $855 of initial direct costs. The
amount of the right-of-use-assets is amortized on a straight-line method based on the estimated useful life of the vessel. During the year ended December 31, 2024, the amortization of the right-of-use asset amounted to $446 and is presented in the Company’s consolidated statements of operations under “Depreciation and amortization”. Interest expense on the finance
lease liability for the same period amounted to $295 (Note 13). As of December 31, 2024, the right-of-use amounted to $27,560 and is presented under “Right-of-use assets” in the accompanying consolidated balance sheets.
On April 19, 2023,
the Company entered into a bareboat charter agreement with an unaffiliated third party for a secondhand Panamax vessel, the Synthesea. The vessel was delivered to the Company on August 1, 2023 under a 12 -month bareboat charter plus 30-days in lessee’s option at a daily rate of $8 . The Company made a down payment of $3,500 on signing of
the bareboat charter agreement and a payment of $3,500 upon commencement of the bareboat charter. At the end of the 12-month bareboat
period, the Company exercised its option to purchase the vessel for $17,100 . The Company has classified the above transaction as a
finance lease. At the commencement date, the Company recognized a finance lease liability equal to the present value of lease payments during the bareboat charter period using an incremental borrowing rate of 5.59 %. The Company recognized a finance lease liability of $19,048 and a corresponding right-of-use asset of $26,859 which also included $811 of initial direct costs. The amount of the right-of-use-asset is amortized on a straight-line method based on the estimated useful life of the
vessel. During the years ended December 31, 2024 and 2023, the amortization of the right-of-use asset amounted to $705 and $679 , respectively and is presented in the Company’s consolidated statements of operations under “Depreciation and amortization”. Interest expense on
the finance lease liability for the years ended December 31, 2024 and 2023 amounted to $557 and $422 , respectively (Note 13). As of December 31, 2023, the right-of-use amounted to $26,180 and is presented under “Right-of-use assets” in the accompanying consolidated balance sheets. On August 1, 2024, following the exercise of the purchase option
mentioned above, an amount of $25,475 was derecognized from “Right-of-use assets” and recognized as “Vessels, net” in the
accompanying consolidated balance sheet (Note 5).
F-24
On February 9,
2023, the Company entered into a bareboat charter agreement with an unaffiliated third party for a secondhand Panamax vessel, the Chrisea. The vessel was delivered to the Company on February 21, 2023
under an 18 -month bareboat charter plus 30-days in lessee’s option at a daily rate of approximately $7 . The Company made a down payment of $3,500
on signing of the bareboat charter agreement and a payment of $3,500 upon commencement of the bareboat charter. At the end of the
18-month bareboat period, the Company exercised its option to purchase the vessel for $12,360 . The Company has classified the above
transaction as a finance lease. At the commencement date, the Company recognized a finance lease liability equal to the present value of lease payments during the bareboat charter period using an incremental borrowing rate of 6.19 %. The Company recognized a finance lease liability of $15,124 and a corresponding right-of-use asset of $22,824 which also included $700 of initial direct costs. The amount of the right-of-use-assets is amortized on a straight-line method based on the estimated useful life of the
vessel. During the years ended December 31, 2024 and 2023, the amortization of the right-of-use asset amounted to $580 and $1,298 , respectively, and is presented in the Company’s consolidated statements of operations under “Depreciation and amortization”. Interest expense
on the finance lease liability for the years ended December 31, 2024 and 2023 amounted to $493 and $735 , respectively (Note 13). As of December 31, 2023, the right-of-use amounted to $21,526 and is presented under “Right-of-use assets” in the accompanying consolidated balance sheets. On August 21, 2024, following the exercise of the purchase option
mentioned above, an amount of $20,946 was derecognized from “Right-of-use assets” and recognized as “Vessels, net” in the
accompanying consolidated balance sheet (Note 5).
| 7. |
Long-Term Debt and Other Financial Liabilities:
|
The amounts in the accompanying consolidated balance sheets are
analyzed as follows:
|
December 31,
2024
|
December 31,
2023
|
|||||||
|
Long-term debt and other financial liabilities
|
|
|
||||||
|
Less: Deferred financing costs
|
(
|
)
|
(
|
)
|
||||
|
Total
|
|
|
||||||
|
Less - current portion
|
(
|
)
|
(
|
)
|
||||
|
Long-term portion
|
|
|
||||||
Senior long-term debt
New Loan Facility during the year ended December 31, 2024
Sinopac Loan
Facility
On August 5, 2024, the Company entered a $16,500 loan facility (the “Sinopac Loan
Facility”) with Sinopac Capital International (HK) Limited (“Sinopac”) for the purpose of financing the exercise of the purchase option of the Chrisea under its previous bareboat charter. An amount
of $1,155 , included in “Other non-current assets” in the consolidated balance sheet, was withheld as a security deposit by Sinopac
upon the drawdown of the facility in order to secure the due liabilities by the Company of its obligations and undertakings as per Sinopac Loan Facility. The deposit can be set off against the balloon payment at maturity. The facility was
drawn on August 19, 2024 and bears interest of plus a margin of 2.60 % per annum. The term of the facility is five years ,
and the repayment schedule comprises of twenty quarterly installments of $400 , followed by a balloon installment of $8,500 payable along with the final installment. In addition, the Company is required to maintain a security cover ratio not less than 110 % for the first two years and 120 % at all times thereafter until the maturity of the loan. The Sinopac Loan Facility is secured by a first priority mortgage over the Chrisea, a general assignment covering earnings, insurances and requisition compensation of the vessel, a share pledge agreement concerning the vessel-owning subsidiary’s shares, a charter-party assignment
and relevant managers’ undertakings. As of December 31, 2024, the outstanding amount under this facility was $16,100 .
F-25
Loan Facility repaid during the year ended December 31, 2024 and 2023
July 2022 EnTrust Facility
On July 1, 2022, the loan facility entered
into between Seanergy and Kroll Agency Services Limited and Kroll Trustee Services Limited as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders, for the Gloriuship,
was amended for the purposes of replacing Seanergy with the Company as guarantor upon the consummation of the Spin-Off. The loan amount was $14,000
with a term of 18 months . The amended loan facility bore a fixed interest rate of 7.90 % per annum. On November 8, 2022, the Company proceeded with the prepayment of $1,000 , which was applied against the balloon payment. On December 1, 2022, the Company proceeded to a second prepayment of $1,000 , which was applied equally against the first and the second repayment installments of the loan, respectively, reducing each such repayment installment to $500 . On the date of each repayment, an aggregate amount of $25 10,000
using proceeds from the Huarong Sale and Leaseback. On December 5, 2023, upon the completion of the refinancing of the outstanding loan, an amount of $17 of the unamortized debt discounts was written off according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was
included in “Loss in extinguishment of debt” in the consolidated statement of operations.
August 2022 EnTrust Facility
On August 8, 2022, the Company entered into a loan facility
with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders in order to partially finance the acquisition of the Parosea, Bluesea, Minoansea and Epanastasea. The loan facility amount was originally $63,600 ,
divided into four tranches with a term of 18 months : Tranche A of $16,200 which was secured by the Bluesea, Tranche B of $16,200 which was secured by the Parosea,
Tranche C of $15,200 which was secured by the Minoansea and Tranche D of $16,000 which was secured by the Epanastasea. The facility bore interest at a fixed rate of 7.90 % per annum. On November 8, 2022 and December 1, 2022 upon the completion of the sale of the Parosea,
and the Bluesea, respectively, the Company completed the prepayment of the relevant tranches of $16,200 257 and $245 of unamortized debt discounts of the Parosea and Bluesea, respectively, were written off according to the debt
extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and were included in “Loss on extinguishment of debt” in the consolidated statement of operations. On December 21, 2022, the Company entered into a supplemental
agreement pursuant to which upon the completion of the sale of the Minoansea, the lenders waived the obligation of the Company to prepay Tranche C and continued to make available the relevant amount for
the purpose of partially financing the acquisition cost of two new Capesize vessels, the Goodship
and Tradership (Note 5). Pursuant to this agreement, the fixed interest rate of Tranche C was amended to 9.00 % per annum. The amount underlying Tranche C ($15,200 ) remained blocked
in favor of the security agent until the acquisition of the vessels. On January 30, 2023, the Company entered into an amendment and restatement agreement with the lenders, pursuant to which, inter alia, Tranche C was replaced by two tranches of $7,000 (Tranche E)
and $8,200 (Tranche F), secured by the Goodship and Tradership,
respectively. On August 9, 2023, the Company entered into another amendment and restatement agreement pursuant to which, inter alia, upon the completion of the sale of the Epanastasea, the lenders
waived the obligation of the Company to prepay Tranche D ($15,000 ) and continue to make available the relevant amount for the purpose
of partially financing the acquisition cost of a the Exelixsea (Note 5). Pursuant to this agreement, the fixed interest rate of Tranche D was amended to 9.00 % per annum. The amount underlying Tranche D remained blocked in favor of the security agent until the acquisition of the vessel, which was concluded on August 29,
2023. Upon the acquisition of the vessel, Tranche D was replaced by Tranche G secured by the Exelixsea. On November 15, 2023, the Company agreed to refinance the outstanding amounts of Trance E ($5,500 ) and Tranche F ($6,700 ) using
proceeds from the Huarong Sale and Leaseback. On December 5, 2023, upon the completion of the refinancing of Tranche E and Tranche F, $28 and $33 of unamortized debt discounts of the Goodship and Tradership, respectively, were written off according to the debt extinguishment guidance of ASC 470-50 “Debt Modification and Extinguishments” and were included in “Loss
on extinguishment of debt” in the consolidated statement of operations.
F-26
Following the prepayments of Tranche E and Tranche F, the facility was repayable in one installment of $500 at the twelfth month after the utilization date, one installment of $1,500 at the
fifteenth month after the utilization date, and a balloon payment of $13,000 at maturity.
On March 27, 2024, the outstanding principal of $13,000
under the Tranche G, secured by the Exelixsea, was repaid in full by proceeds from the Village Seven Sale and Leaseback and all obligations under the
facility were irrevocably and unconditionally discharged. The unamortized debt discounts of $3 for Exelixsea was written off according to the debt extinguishment guidance of ASC 470-50 “Debt Modification and Extinguishments” and were included in “Loss on extinguishment of debt”
in the consolidated statement of operations. Furthermore, the Company incurred costs amounted to $19 related to extinguishment of
debt which are also included in “Loss on extinguishment of debt” in the consolidated statement of operations.
Other Financial Liabilities – Sale and Leaseback Transactions
New Sale and Leaseback Activities during the year ended December 31, 2024
Village Seven Sale and Leaseback
On
February 22, 2024, the Company entered into a $13,800 sale and leaseback agreement with Village Seven Co., Ltd. and V7 Fune Inc. to
refinance the August 2022 EnTrust Facility, secured by the Exelixsea. On March 27, 2024, the vessel was sold and chartered back on a bareboat basis for a
period of four years , followed by an additional two-year period at the Company’s option. The charterhire principal is repayable in forty-eight
consecutive monthly installments of approximately $192 paid in advance, which could extend to seventy-two installments in case of exercise of the two-year optional period, at the same terms. The financing bears an interest rate of 3-month plus 2.65 % per annum. The Company has continuous options to repurchase the vessel at predetermined prices, following the second anniversary of the
bareboat charter. At the end of the optional period, the Company has the option to take ownership of the vessel at nominal additional cost. The sale and leaseback agreement does not include any financial covenants or security value maintenance
provisions. As of December 31, 2024, the amount outstanding under the Village Seven Sale and Leaseback was $11,883 .
Onishi Sale and Leaseback
On July 24, 2024, the Company entered into a $18,000 sale and leaseback agreement with Onishi Kaiun Co. and Ocean West Shipping S.A. for the purpose of financing the purchase option of the Synthesea under its previous bareboat charter. On August 1, 2024, the Company sold and chartered back the Synthesea on a bareboat basis for a period of five years , followed by an additional two-year period at the Company’s option. The charterhire principal amortizes through sixty consecutive monthly installments of approximately $136 paid in advance, which could extend to eighty-four
installments in case of exercise of the two-year optional period, at the same terms. The financing bears an interest rate of 3-month plus 2.70 % per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at
predetermined prices as set forth in the agreement. At the end of the optional period, the Company and the lessors have the option to repurchase and to sell the vessel, respectively, for $6,545 17,182 .
F-27
Existing Sale and Leaseback Agreements
April 2023 Neptune Sale and Leaseback
On April 26, 2023, following the delivery of the Cretansea, the Company entered into a sale and leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd. (“Neptune’’) for the purpose of partly financing the acquisition cost of the
Cretansea. The transaction was accounted for as a financial liability, as control remains with the Company and the Cretansea continue to be recorded as an asset on the Company’s balance
sheet. The financing amount was $12,250 and the interest rate is 4.25 % plus 3-month per annum. The charterhire principal is repayable over a five-year
term, through sixty monthly
installments of approximately $98 and a balloon payment of $6,400 at the expiration of the bareboat. The Company is required to maintain a security coverage ratio (as defined therein) of at least 120 % for the first twelve months and at least 130 % thereafter. In addition, the Company is required to maintain minimum liquidity of $350 in its operating account. The sale-and-leaseback agreement includes certain restrictions on dividends from the lessee’s accounts and other distributions. The Company has
continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the 5-year
bareboat period, the Company has the obligation to repurchase the vessel for $6,400 . As of December 31, 2024, the amount
outstanding under the April 2023 Neptune Sale and Leaseback was $10,300 .
Huarong Sale and Leaseback
On November 15, 2023, the Company entered into three identical sale and leaseback transactions with certain affiliates of China Huarong Shipping Financial Leasing Company Ltd.
(“Huarong”) for the purpose of refinancing the outstanding indebtedness of the Gloriuship which was previously financed by the July 2022 EnTrust Facility
and the outstanding indebtedness of Goodship and Tradership which were previously financed by the August 2022
EnTrust Facility. The Company sold and chartered back the vessels on a bareboat charter basis for a three-year
period. The sale and leaseback agreements became effective on December 5, 2023, upon the delivery of the vessels to the lessors. The transactions were accounted for as financial liabilities, as control remains with the Company and the
three vessels continue to be recorded as assets on the Company’s balance sheet. The sale and leaseback agreements do not
include any financial covenants or security value maintenance provisions. The aggregate financing amount was $30,000 and
the interest rate is 3.30 % plus 3-month per annum. The charterhire principal of each
transaction is repayable through thirty-six monthly installments of $139 and a purchase obligation of $5,000 at the expiration of each bareboat agreement. The Company has continuous options to purchase the vessels on any date falling six months after the initiation of the bareboat charters at predetermined prices as set forth in the agreement. As of December 31, 2024,
the aggregate charterhire principal was $25,000 .
Sale and Leasebacks Agreements
repaid during the year ended December 31, 2024 and 2023
March 2023 Neptune Sale and Leaseback
On March 31, 2023, following the delivery of the Oasea, the Company entered into a sale and leaseback agreement with a subsidiary of Neptune for the purpose of partly financing the acquisition cost of the Oasea. The financing amount was $12,250 and the interest rate was 4.25 % plus 3-month per annum. The charterhire principal was repayable over a five-year term, through sixty monthly installments of approximately $98
and a balloon payment of $6,400 at the expiration of the bareboat charter. The Company was required to maintain a
security coverage ratio (as defined therein) of at least 120 % for the first twelve months and at least 130 % thereafter. In addition, the Company was required to maintain minimum liquidity of $350 in its operating account, while at the end of the five-year
bareboat period, the Company had the obligation to repurchase the vessel for $6,400 . On July 19, 2024, the Company
repurchased the vessel from Neptune, repaying the outstanding charterhire principal of $10,788 and the relevant fees,
in connection with the sale of the Oasea to her new owners. The unamortized debt discounts of $148
of Oasea was written off according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss in extinguishment of debt” in the
consolidated statement of operations. Following the early repayment of the outstanding charter hire principal due to the disposal of Oasea, the company paid a prepayment fee and incurred cost related to extinguishment of debt
amounted to $227 which are also included in “Loss on extinguishment of debt” in the consolidated statement of
operations.
F-28
Certain of the Company’s sale and leaseback agreements discussed above are secured by a
guarantee from the Company; general assignments covering the respective vessels’ earnings, insurances and requisition compensation; account pledge agreements; charter-party assignments, technical and commercial managers’ undertakings
and pledge agreements covering the shares of the applicable bareboat charterer subsidiary.
As of December 31, 2024, the Company was in compliance with all covenants relating to
its debt facilities as at that date.
As of December 31, 2024, one of the Company’s owned vessels, having a net carrying value of $20,499 , was subject to a first mortgage as collateral to her long-term debt facility. In addition, the Company’s five bareboat chartered vessels, having a net carrying value of $90,090 as of December 31, 2024, have been financed through sale and leaseback agreements. As customary in leaseback agreements, the title of ownership is held by the
registered owners.
The annual principal payments required to be made after December 31, 2024 for all long-term debt and other financial liabilities, are as follows:
|
Twelve month periods ending December 31,
|
Amount
|
|||
|
2025
|
|
|||
|
2026
|
|
|||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
|
Total
|
|
|||
| 8. |
Equity Method Investments:
|
On July 31, 2024, the Company agreed to make an investment in a Norwegian limited
liability company, RGI, which participates under a newbuilding contract in the construction of an Energy Construction Vessel (“ECV”), with expected delivery date in May 2027. The Company’s interest in this investment in RGI will be between 46.4 % and 49.8 % of the total investment,
with other non-related parties holding the remaining interests in the investment. RGI’s investment in the ECV is 45 %. As a result of
entering this transaction, the Company committed an aggregate amount of €7,800 (or $8,107 based on the Euro/U.S. dollar exchange rate of €1.0000: $1.0393
as of December 31, 2024), due in five installments over a period of 33 months , matching the stages of the ECV’s building process. The first installment amounting to $2,464 was paid on August 7, 2024, and the second installment amounting to $1,251 was paid on October
31, 2024. In assessing the accounting treatment for this transaction, the Company evaluated ASC 810 “Consolidation” and concluded that RGI 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. As of December 31, 2024, the noncontrolling interest of 49 % into RGI was accounted for under
the equity method due to the Company’s significant influence over RGI.
As of December 31, 2024, the investment in RGI amounted to $3,588 and is presented in “Equity method investment” in the accompanying consolidated balance sheet. The investment figure includes certain capitalized
expenses as well a translation adjustment reserve. For the year ended December 31, 2024, the loss for this investment amounted to $142
and is presented in “Loss on equity method investment” in the accompanying consolidated statement of operations. The Company’s maximum exposure to a loss as a result of its investment in RGI, is limited to its committed amount in this investment.
F-29
| 9. |
Financial Instruments:
|
The guidance for fair
value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by
establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the
following three categories based on the inputs used to determine its fair value:
|
|
• |
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.
|
| (a) |
Significant Risks and Uncertainties, including Business and Credit Concentration
|
The Company places its
temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in
the Company’s investment strategy. The Company 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.
| (b) |
Fair Value of Financial Instruments
|
The fair values of the
financial instruments shown in the consolidated balance sheet as of December 31, 2024 and 2023, represent management’s best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in
an orderly transaction between market participants at that date. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the
measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information
available in the circumstances.
The following methods
and assumptions were used to estimate the fair value of each class of financial instruments:
| a. |
Cash and cash equivalents, accounts receivable trade, other current assets, prepaid expenses, trade accounts and other payables and accrued liabilities: the carrying amounts
approximate fair value because of the short maturity of these instruments. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current.
|
| b. |
Long-term debt and other financial liabilities: The carrying value of long-term debt and other financial liabilities with variable interest
rates approximates the fair value as the long-term debt and other financial liabilities bear interest at floating interest rate.
|
| c. |
The aggregate fair value of Gloriuship (classified as “Vessel held for sale” in the accompanying consolidated balance sheet as of December 31, 2024) on the sale agreement was written down to its fair value based on the
agreed sale price, net of commission of $
|
| 10. |
Commitments and Contingencies:
|
Contingencies
Various claims, lawsuits, 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. As of December 31, 2024, management is not aware of any
material claims or contingent liabilities, which have not been disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably
estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities that should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The
Company is covered for liabilities associated with the individual vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.
F-30
Commitments
The Company operates certain of its vessels under lease agreements. Time charters typically may provide for charterers’ options to extend the
lease terms and termination clauses. The Company’s time charters duration was approximately 2 to 13 months and extension periods vary from 6
to 15 months. In addition, the time charters contain termination clauses which protect either the Company or the charterers from
material adverse events. Variable lease payments in the Company’s time charters vary based on changes on freight market index. The Company has the option to convert some of these variable lease payments to fixed based on the prevailing Capesize and
Panamax forward freight agreement rates.
As at December 31, 2024, the Company operated certain of its vessels under time charter agreements, considered as operating leases accounted for
as per ASC 842 requirements.
As at December 31, 2024, an amount of $18,379 related to the Company’s future minimum contractual charter revenue for the
year ending December 31, 2025, based on vessels committed to non-cancelable time charter contracts. For index-linked time charter contracts the calculation was made using the charter rates that prevail at the balance sheet date for index-linked
time charters and the fixed rates for fixed periods time charters (these amounts do not include any assumed off-hire).
As at December 31, 2024, the Company has an option to purchase the Nisea at the end of 18-month bareboat charter for $16,620
(Note 6).
| 11. |
Capital Structure:
|
| (a) |
Preferred Stock
|
The Company is authorized to issue up to 100,000,000
registered shares of preferred stock with a par value of $0.0001 . The Board of Directors of the Company is expressly granted the
authority to issue preferred shares and to establish such series of preferred shares with such designations, preferences and relative participating, rights, qualifications, limitations or restrictions at it determines.
Series A Preferred Shares
Prior to the Spin-Off, United entered into a Shareholders Rights Agreement, or the Rights Agreement, with American Stock Transfer &
Trust Company, LLC, as Rights Agent. Under the Rights Agreement, United will declare a dividend payable of one preferred stock purchase right, or Right, for each share of common stock outstanding immediately prior to the Spin-Off. Each Right
entitles the registered holder to purchase from United of a share of Series A Preferred Stock, par value $0.0001 , at an exercise price of $40.00
per share. The Rights will separate from the common stock and become exercisable only if a person or group acquires beneficial ownership of 10 %
(15 % in the case of a passive institutional investor) or more of United’s common stock (including through entry into certain
derivative positions) in a transaction not approved by the Board of Directors of the Company. In that situation, each holder of a Right (other than the acquiring person, whose Rights will become void and will not be exercisable) will have the
right to purchase, upon payment of the exercise price, a number of shares of United’s common stock having a then-current market value equal to twice the exercise price. In addition, if the Company is acquired in a merger or other business
combination after an acquiring person acquires 10 % (15 % in the case of a passive institutional investor) or more of United’s common stock, each holder of the Right will thereafter have the right to purchase, upon payment of the exercise price, a number of shares
of common stock of the acquiring person having a then-current market value equal to twice the exercise price. The acquiring person will not be entitled to exercise these Rights. Until a Right is exercised, the holder of a Right will have no
rights to vote or receive dividends or any other shareholder rights. On December 27, 2023, the Company’s Board of Directors approved an amendment and restatement of the Rights Agreement to make certain technical or ministerial changes. As at
December 31, 2024, no Rights were exercised.
F-31
Series B Preferred Shares
As at December 31, 2024, the Company had 40,000 0.0001 per share. The Series B Preferred Shares were issued on July
5, 2022, to the Company’s Chief Executive Officer, considered a related party, for a total cash consideration of $. The
issuance of the Series B Preferred Shares was approved by a special independent committee of the Board of Directors of the Company which obtained a fairness opinion from an independent financial advisor regarding the value of the Series B
Preferred Shares. Each Series B Preferred Shares entitles the holder to 25,000 votes per share on all matters submitted to a vote of
the shareholders of the Company, provided however, that no holder of Series B Preferred Shares may exercise voting rights pursuant to Series B Preferred Shares that would result in the aggregate voting power of any beneficial owner of such
shares and its affiliates to exceed 49.99 % of the total number of votes eligible to be cast on any matter submitted to a vote of
shareholders of the Company. The holder of Series B Preferred Shares has no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders. The Series B
Preferred Shares are not convertible into common shares or any other security, are not redeemable, are not transferable and have no dividend rights. Upon any liquidation, dissolution or winding up of the Company, the Series B Preferred Shares
will rank pari-passu with the common shareholders and shall be entitled to receive a payment equal to the par value of $0.0001
per share. The Series B Preferred Shares holder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company.
Series C Preferred Shares
On July 5, 2022, the Company issued 5,000
of its Series C Preferred Shares to Seanergy in exchange for $5,000 working capital contribution. On July 26, 2022, the Company issued
additional 5,000 Series C Preferred Share to Seanergy in exchange for $5,000 in cash in connection with the funding of the deposits payable for the four tanker vessels acquired. The Series C Preferred Shares had a cumulative preferred dividend accruing at the rate of 6.5 % per annum payable in cash each quarter. The Company had the right, at its option, at any time on or after the date which was three months after the original date
of issuance of the Series C Preferred Shares, to redeem the Series C Preferred Shares, in whole or from time to time in part, from any source of funds legally available for such purpose, at a price per Series C Preferred Share equal to 105 % of the stated value plus accrued and unpaid dividends up to the date of redemption. The Series C Preferred Shares
contained a liquidation preference equal to its stated value and were convertible into common shares at the holder’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the lesser of $9.00 and the 10 -trading-day trailing
VWAP (as defined in the agreement) of United’s common shares, subject to certain anti-dilution and other customary adjustments. Except under certain circumstances, a holder of Series C Preferred Shares would not convert its Series C Preferred
Shares into common shares if such conversion would result in the holder beneficially owning greater than 29.9 % of our outstanding
common shares.
On November 28, 2022, the outstanding 10,000
Series C Preferred Shares were redeemed by United at a price equal to 105 % of the original
issue price for a total cash outflow of $10,500 . Total dividends paid in respect with the Series C Preferred Shares amounted to $243 or $24.38 per share.
| (b) |
Common Stock
|
As at January 20, 2022, the date of the Company’s incorporation, the Company’s authorized share capital was 500 registered shares without par value, issued to Seanergy. On July 5, 2022, the aforesaid registered shares issued to the Parent were cancelled and
the Company’s articles of incorporation were amended and restated. Under the Company’s amended and restated articles of incorporation, the Company’s authorized capital stock consists of 2,000,000,000 shares of common stock, par value $0.0001 per
share, of which 1,512,004 8,844,267
F-32
| i) |
Equity Offerings
|
On July 20, 2022, the Company sold 8,000,000
units, each unit consisting of one common share or pre-funded warrant (with an exercise price of $0.0001 ) in lieu of common shares and one
Class A warrant to purchase one common share, under a registered direct offering at a price of $3.25 per unit, in exchange for gross proceeds of $26,000 ,
or net proceeds of approximately $23,851 . 6,800,000
common shares, 1,200,000 pre-funded warrants and 8,000,000 Class A warrants were issued in connection with the offering. As of December 31, 2022, all pre-funded warrants had been exercised.
| ii) |
Dividends
|
On November 25, 2024 , the Company declared a dividend of $0.075 per
common share for the third quarter of 2024 to all shareholders of record as of December 27, 2024 . The dividend amounted to $663 was paid on January 10, 2025 (Note
16) and is included in “Dividends payable” in the accompanying consolidated balance sheet.
On August 5, 2024 , the Company declared a dividend of $0.075 per
common share for the second quarter of 2024 to all shareholders of record as of September 27, 2024 . The dividend amounted to $664 and was paid on October 10, 2024 .
On May 23, 2024 , the Company declared a dividend of $0.075 per
common share for the first quarter of 2024 to all shareholders of record as of June 25, 2024 . The dividend amounted to $676 and was paid on July 10, 2024 .
On February 19, 2024 , the Company declared a dividend of $0.075 per
common share for the fourth quarter of 2023 to all shareholders of record as of March 22, 2024 . The dividend amounted to $651 and was paid on April 10, 2024 .
On November 14, 2023 , the Company
declared a dividend of $0.075 per common share for the third quarter of 2023 to all shareholders of record as of December 22, 2023 . The dividend amounted to $652
was paid on January 10, 2024 and was included in “Dividends payable” in the accompanying consolidated balance sheet.
On August 1, 2023 , the Company
declared a dividend of $0.075 per common share for the second quarter of 2023 to all shareholders of record as of September 22, 2023 . The quarterly dividend of $657
for the second quarter of 2023 was paid on October 6, 2023 .
On May 17, 2023 , the Company
declared a dividend of $0.075 per common share for the first quarter of 2023 to all shareholders of record as of June 22, 2023 . The quarterly dividend of $667
for first quarter of 2023 was paid on July 6, 2023 .
On February 21, 2023 , the Company
declared the initiation of a regular quarterly dividend of $0.075 per common share and declared a dividend of $0.075 per common share for the fourth quarter of 2022 to all shareholders of record as of March 22, 2023 . The quarterly dividend of $667 for the fourth
quarter of 2022 was paid on April 6, 2023 .
On January 10, 2023 , the Company
paid a previously declared special dividend of $1.00 per common share or $1,043 to all shareholders of record as of December 12, 2022 , in
connection with the profitable sale of two tanker vessels.
Total dividends declared in the years ended December 31, 2024 and December 31, 2023 amounted to $2,654 and $2,643 , respectively.
F-33
| iii) |
Common stock buybacks
|
In October 2022, the Board of Directors of the Company
authorized its third share repurchase plan under which the Company would repurchase up to $3,000 of its outstanding common shares
through the period ended March 31, 2023. Substantially, no repurchases had been made as of December 31, 2022. This plan was extended
in May 2023 through the period ended December 31, 2023, was further extended in December 2023 through the period ended December 31, 2024 and was further extended in December 2024 through the period ending December 31, 2025.
During 2024, the Company has repurchased 185,363 of its outstanding common shares at an average price of approximately $2.52 per share for a
total of $469 , inclusive of commissions and fees. All the repurchased shares were cancelled and restored to the status of authorized
but unissued shares as of December 31, 2024.
During 2023, the Company has repurchased 264,813 of its outstanding common shares at an average price of approximately $2.54 and a total of $673 , inclusive of commissions and fees. All the
repurchased shares were cancelled and restored to the status of authorized but unissued shares as of December 31, 2023.
In September 2022, the Board of Directors of the Company authorized its second share repurchase plan under which the Company would
repurchase up to $3,000 of its outstanding common shares through the period ended March 31, 2023. During 2022, the Company
repurchased 1,427,753 of its outstanding common shares at an average price of approximately $2.09 pursuant to its share repurchase program for a total of $2,987 , inclusive of commissions and fees. All the repurchased shares were cancelled and restored to the status of authorized but unissued shares as of December 31, 2022.
In August 2022, the Board of Directors of the Company authorized its first share repurchase plan under which the Company would
repurchase up to $3,000 of its outstanding common shares through the period ended March 31, 2023. Up to September 30, 2022, the Company repurchased 1,862,038 of its outstanding common shares at an
average price of approximately $1.62 pursuant to its share repurchase program for a total of $3,016 , inclusive of commissions and fees. All the repurchased shares were cancelled and restored to the status of authorized but unissued shares as
of December 31, 2022.
| (c) |
Warrants
|
All warrants are classified in equity, according to the
Company’s accounting policy.
As of December 31, 2024, 6,962,770 Class A warrants remained outstanding.
During
the year ended December 31, 2023, 779,200 shares were issued from Class A warrants’ exercises, for proceeds of $1,883 . As of December 31, 2023, 6,962,770
Class A warrants remained outstanding. Following the payment of the special dividend of $1.00 per common share on January 10, 2023
(Note 11(b)(ii)), the exercise price of the Class A warrants was adjusted at a price of $2.25 per warrant effective on January 11,
2023, pursuant to the antidilution provisions of the warrant agreement. The warrants also contain a cashless exercise provision, whereby if at the time of exercise, there is no effective registration statement, then the warrants can be
exercised by means of a cashless exercise as disclosed in the warrant’s agreement.
On July 20, 2022, the Company issued 8,000,000 Class A warrants
under a registered direct offering to issue 8,000,000 units (see discussion above). The Class A warrants were exercisable upon
issuance at an initial exercise price of $3.25 per share and expire in . During the year ended December 31, 2022, 258,030 shares were
issued from Class A warrants’ exercises, for proceeds of $829 .
F-34
| 12. |
Vessel Revenue, net and Voyage Expenses:
|
Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by the type of charter (time, pool agreements and spot charters). The
following table presents the Company’s statement of operations figures derived from spot charter, time charters and pool agreements for the years ended December 31, 2024, 2023 and for the period from inception (January 20, 2022) through December
31, 2022:
| Year ended | Year ended |
From
January 20, 2022
through
|
||||||||||
| |
December 31, 2024 | December 31, 2023 |
December 31, 2022
|
|||||||||
|
Vessel revenues from time charters and pool agreements, net of commissions
|
|
|||||||||||
|
Vessel revenues from spot charters, net of commissions
|
|
|||||||||||
|
Total
|
|
|||||||||||
Demurrage
income for the years ended December 31, 2024, 2023 and for the period from January 20, 2022 through December 31, 2022 was $, $512 and $229 , respectively.
The amortization of the below and above market acquired time charters amounted to $308 and $146 as a deduction from and an addition to “Vessel revenue, net”,
respectively during the period from inception, January 20, 2022, to December 31, 2022. As of December 31, 2022, the below and above market acquired time charters were fully amortized.
As of December 31, 2024 and 2023, the trade accounts receivable was $1,437 and $252 , respectively, and related to time charters.
Deferred revenue represents cash received in advance of performance under the contract prior to the balance sheet date and is realized when the
associated revenue is recognized under the contract in periods after such date. Deferred revenue as of December 31, 2024 and December 31, 2023 was $664
and $486 and relates entirely to ASC 842. As of December 31, 2024 and 2023, an amount of $731 and $ related to ballast bonus payments made by charterers
for the ballast trip which are deferred and recognized on a straight line over the charter period.
As of December 31, 2024 and 2023, an amount of $
and $41 included in “Deferred revenue” and related to time charter arrangements was treated as lease modification and not accounted for
as separate contract.
F-35
Charterers individually accounting for more than 10% of revenues for the years ended December 31, 2024, 2023 and for the period from inception
(January 20, 2022) through December 31, 2022:
|
Customer
|
2024
|
2023 |
2022
|
|||
|
A
|
|
|
|
|||
|
B
|
|
|
|
|||
|
C
|
|
|
|
|||
|
D
|
|
|
|
|||
| E |
||||||
| F |
||||||
| G |
||||||
| H |
||||||
| I | ||||||
| J | ||||||
|
Total
|
|
|
|
Voyage Expenses
The following table presents the Company’s statement of operations’ figures derived from time charters, spot charters and for unfixed periods for
the years ended December 31, 2024, 2023 and for the period from inception (January 20, 2022) through December 31, 2022:
| Year ended | Year ended |
From
January 20, 2022
through
|
||||||||||
| December 31, 2024 | December 31, 2023 | December 31, 2022 | ||||||||||
|
Voyage expenses from time charters
|
|
|||||||||||
|
Voyage expenses from spot charters
|
|
|||||||||||
|
Voyage expenses for unfixed periods
|
||||||||||||
|
Total
|
|
|||||||||||
| 13. |
Interest and Finance Costs:
|
Interest and finance costs are analyzed as follows:
| Year ended | Year ended |
From
January 20, 2022
through
|
||||||||||
| December 31, 2024 | December 31, 2023 |
December 31, 2022
|
||||||||||
|
Interest on long-term debt and other financial liabilities
|
|
|
|
|||||||||
|
Interest on finance lease liability
|
|
|
|
|||||||||
|
Amortization of debt finance costs and debt discounts
|
|
|
|
|||||||||
|
Other
|
|
|
|
|||||||||
|
Total
|
|
|
|
|||||||||
F-36
| 14. |
Earnings / (loss) per Share:
|
The calculation of net (loss) / income per common share is summarized below:
| Year ended | Year ended |
From
January 20, 2022
through
|
||||||||||
|
|
December 31, 2024 | December 31, 2023 |
December 31, 2022
|
|||||||||
|
|
||||||||||||
|
Net (loss) / income
|
$
|
(
|
)
|
$ |
$
|
|
||||||
|
Less: Dividends on Series C preferred shares
|
|
(
|
)
|
|||||||||
|
Less: Dividends to non-vested participating securities
|
|
( |
) |
(
|
)
|
|||||||
|
Less: Undistributed earnings to non-vested participating securities
|
|
(
|
)
|
|||||||||
|
Net (loss) / income attributable to common shareholders, basic
|
$
|
(
|
)
|
$ |
$
|
|
||||||
|
|
||||||||||||
|
Undistributed earnings to non-vested participating securities
|
$
|
|
$ |
$
|
|
|||||||
|
Undistributed earnings reallocated to non-vested participating securities
|
|
(
|
)
|
|||||||||
|
Effect of Series C preferred shares
|
|
|
||||||||||
|
Net (loss) / income attributable to common shareholders, diluted
|
$
|
(
|
)
|
$ |
$
|
|
||||||
|
|
||||||||||||
|
Weighted average common shares outstanding – basic
|
|
|
||||||||||
|
Effect of dilutive securities:
|
||||||||||||
|
Dilutive effect of Series C preferred shares
|
|
|
||||||||||
|
Weighted average common shares outstanding – diluted
|
|
|
||||||||||
|
|
||||||||||||
|
Net (loss) / income per share attributable to common shareholders, basic
|
$
|
(
|
)
|
$ |
$
|
|
||||||
|
Net (loss) / income per share attributable to common shareholders, diluted
|
$
|
(
|
)
|
$ |
$
|
|
||||||
The Company
calculates basic earnings per share in conformity with the two-class method required for companies with participating securities. The calculation of basic earnings per share does not consider the non-vested shares as outstanding until the
time-based vesting restrictions have lapsed.
Net (loss) / income
attributable to common shareholders for the years ended December 31, 2024 and 2023 is adjusted by the amount of dividends on non-vested participating
securities (if any). Undistributed income to non-vested participating securities was not calculated for the years ended December 31, 2024 and 2023, because doing so would result in distributed income in excess of net income, thus resulting in
undistributed losses.
Net income attributable to common shareholders for the period from January 20, 2022 through December 31, 2022 is adjusted by the amount of dividends on Series C Preferred Shares and non-vested participating securities and corresponding undistributed income to non-vested participating securities. The Company calculated diluted earnings per share in conformity with the two-class method
required for companies with participating securities since the two-class method was more dilutive. For the period from January 20, 2022 through December 31, 2022, the computation of diluted earnings per share reflects the potential dilution from
conversion of preferred convertible stock, which were outstanding from their issuance and up to their redemption, calculated with the “if converted” method described above and capped as per their respective contractual terms, which resulted in 2,796,164 incremental shares.
For the years ended December 31, 2024 and 2023 and for the period from January 20, 2022 through December 2022, securities that could
potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share, because to do so would have anti-dilutive effect, are any incremental shares resulting from the outstanding
warrants calculated with the treasury stock method.
F-37
| 15. |
Equity Incentive Plan:
|
Prior to consummation of the Spin-Off, the Company’s Board of Directors adopted an Equity Incentive Plan, or the Plan, pursuant to
which the Company could issue up to 150,000 common shares. On
October 14, 2022, the Plan was amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 1,500,000 shares. On December 28, 2022, the Plan was further amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 2,000,000 shares.
On March 27, 2024, the
Compensation Committee of the Company’s board of directors approved the amendment and restatement of the 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares and granted awards under the plan to the Company’s directors and certain employees of the Company’s service providers of an aggregate of 335,000 restricted common shares. Of the total 335,000
shares issued, 260,000 shares were granted to the members of the Company’s board of directors, 65,000 shares were granted to certain employees of the Company’s service providers (Note 3) and 10,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $2.635 . On March 27, 2024, 67,000 shares vested, while 100,500 shares vested on September 27, 2024 and 167,500
shares vested on March 27, 2025.
On October 14, 2022, the Compensation Committee of the Company granted an aggregate of 1,000,000 restricted shares of common stock pursuant to the Plan. Of the total 1,000,000 shares issued
on October 14, 2022, 800,000 shares were granted to the members of the Board of Directors of the Company and 200,000 shares were granted to certain employees of the Company’s service providers (Note 3). The fair value of each share on the grant date was $2.28 . On October 14, 2022, 333,344
shares vested, while 333,328 shares vested on January 5, 2023 and 333,328 shares vested on June 5, 2023.
On December 28, 2022, the Compensation Committee of the Company granted an aggregate of 700,000 restricted shares of common stock pursuant to the Plan. Of the total 700,000 shares issued on
December 28, 2022, 580,000 shares were granted to the members of the Board of Directors and 120,000 shares were granted to certain employees of the Company’s service providers (Note 3). The fair value of each share on the grant date was $4.33 . On December 28, 2022, 233,340
shares vested, while 233,330 shares vested on June 5, 2023 and 233,330 shares vested on October 5, 2023.
The related expense for shares granted to the Company’s Board of Directors and certain employees of the Company’s service providers for the
years ended December 31, 2024, 2023 and from the period from inception, January 20, 2022, through December 31, 2022, amounted to $756 ,
$2,522 and $2,789 ,
respectively, and is included under “General and administration expenses” in the Company’s consolidated statements of operations. The related expense for shares granted to the sole director of the Company’s commercial manager for the years ended
December 31, 2024, 2023 and from the period from inception January 20, 2022 through December 31, 2022 amounted to $23 , $, $ respectively.
Restricted shares during 2024 and 2023 are analyzed as follows:
|
Number
of Shares
|
Weighted
Average Grant
Date Price
|
|||||||
|
Outstanding at December 31, 2022
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|||||
| Forfeited |
||||||||
|
Outstanding at December 31, 2023
|
$ | |||||||
| Granted | ||||||||
| Vested | ( |
) | ||||||
| Forfeited |
||||||||
|
Outstanding at December 31, 2024
|
|
$
|
|
|||||
F-38
The unrecognized cost for the non-vested shares granted to the Company’s Board of Directors and certain employees of the Company’s service
providers for the years ended December 31, 2024 and 2023 amounted to $104 and $, respectively. On December 31, 2024, the weighted-average period over which the total compensation cost related to non-vested awards granted to the Company’s Board of Directors and
certain employees of the Company’s service providers not yet recognized is expected to be recognized is 0.23 years.
| 16. |
Subsequent Events
|
On January 10, 2025 , the Company paid a regular
quarterly cash dividend of $663 for the third quarter of 2024 to all shareholders of record as of December 27, 2024 (Note 11).
On March 17, 2025 , the Company declared a regular
quarterly cash dividend of $0.01 per share for the fourth quarter of 2024, which was paid on April 10, 2025 to all shareholders of record as of March 27, 2025 .
On April 7, 2025, the Compensation Committee of our board of directors approved a further amendment and restatement of our 2022 Equity Incentive Plan to increase the
aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an
aggregate of 275,000 restricted common shares to the members of the Company's board of directors and 85,000 1.20 . 79,500 shares vested on April 7, 2025, 113,000 shares will vest on October 7,
2025 and 167,500 shares will vest on April 7, 2026.
|
Page
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-7
|
To the Stockholders and the Board of Directors of United Maritime Corporation.
Opinion on the Financial Statements
We have audited the accompanying carve-out balance sheet of United Maritime Predecessor (the Predecessor Company) as
of December 31, 2021, the related carve-out statements of operations, parent’s equity and cash flows for the period from January 1, 2022 through July 5, 2022 and for the years ended December 31, 2021 and 2020, and the related notes
(collectively referred to as the “carve-out financial statements”). In our opinion, the carve-out financial statements present fairly, in all material respects, the financial position of the Predecessor Company at December 31, 2021, and the
results of its operations and its cash flows for the period from January 1, 2022 through July 5, 2022 and for the years ended December 31, 2021 and 2020, 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 4, 2023
United Maritime Predecessor
December 31, 2021
(In US Dollars)
|
Notes
|
2021
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
2
|
|
||||||
|
Accounts receivable trade
|
2
|
|
||||||
|
Inventories
|
2
|
|
||||||
|
Prepaid expenses
|
|
|||||||
|
Total current assets
|
|
|||||||
|
Fixed assets:
|
||||||||
|
Vessels, net
|
5
|
|
||||||
|
Total fixed assets
|
|
|||||||
|
Other non-current assets:
|
||||||||
|
Deferred charges and other long-term investments, non-current
|
2
|
|
||||||
|
TOTAL ASSETS
|
|
|||||||
|
LIABILITIES AND PARENT EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Current portion of long-term debt, net of deferred finance costs of $
|
6
|
|
||||||
|
Trade accounts and other payables
|
|
|||||||
|
Accrued liabilities
|
|
|||||||
|
Deferred revenue
|
2
|
|
||||||
|
Total current liabilities
|
|
|||||||
|
Non-current liabilities:
|
||||||||
|
Long-term debt, net of current portion and deferred finance costs of $
|
6
|
|
||||||
|
Other liabilities, non-current
|
|
|||||||
|
Total liabilities
|
|
|||||||
|
Commitments and contingencies
|
8
|
|||||||
|
PARENT EQUITY
|
||||||||
|
Parent investment, net
|
4
|
|
||||||
|
Accumulated deficit
|
(
|
)
|
||||||
|
Parent equity, net
|
|
|||||||
|
TOTAL LIABILITIES AND PARENT EQUITY
|
|
|||||||
The accompanying notes are an integral part of these carve-out financial statements.
United Maritime Predecessor
For the period from January 1, 2022 through July 5, 2022 and for the years ended December 31, 2021 and 2020
(In US Dollars)
|
Notes
|
From
January 1, 2022
through July 5, 2022
|
2021
|
2020
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Vessel revenue
|
2
|
|
|
|
||||||||||||
|
Commissions - related party
|
3
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Commissions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Vessel revenue, net
|
|
|
|
|||||||||||||
|
Expenses:
|
||||||||||||||||
|
Voyage expenses
|
2
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Vessel operating expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Management fees - related party
|
3
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Management fees
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
General and administration expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Amortization of deferred dry-docking costs
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Depreciation
|
5
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Operating (loss) / income
|
(
|
)
|
|
|
||||||||||||
|
Other (expenses) / income, net:
|
||||||||||||||||
|
Interest and finance costs
|
9
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Gain on debt refinancing
|
6
|
|
|
|
||||||||||||
|
Interest and other income
|
|
|
|
|||||||||||||
|
Foreign currency exchange gain / (losses), net
|
|
(
|
)
|
(
|
)
|
|||||||||||
|
Total other (expenses) / income, net
|
(
|
)
|
(
|
)
|
|
|||||||||||
|
Net (loss) / income
|
(
|
)
|
|
|
||||||||||||
The accompanying notes are an integral part of these carve-out financial statements.
United Maritime Predecessor
For the period January 1, 2022 through July 5, 2022 and for the years ended December 31, 2021 and 2020
(In US Dollars)
|
Parent
Investment, Net
|
Accumulated
Deficit
|
Total Equity
|
||||||||||
|
Balance, January 1, 2020
|
|
(
|
)
|
|
||||||||
|
Parent investment, net (Note 4)
|
|
|
|
|||||||||
|
Net income
|
|
|
|
|||||||||
|
Balance, December 31, 2020
|
|
(
|
)
|
|
||||||||
|
Parent investment, net (Note 4)
|
(
|
)
|
|
(
|
)
|
|||||||
|
Net income
|
|
|
|
|||||||||
|
Balance, December 31, 2021
|
|
(
|
)
|
|
||||||||
|
Parent investment, net (Note 4)
|
|
|
|
|||||||||
|
Net loss
|
|
(
|
)
|
(
|
)
|
|||||||
|
Balance, July 5, 2022
|
|
(
|
)
|
|
||||||||
The accompanying notes are an integral part of these carve-out financial statements.
United Maritime Predecessor
For the period from January 1, 2022 through July 5, 2022 and for the years ended December 31, 2021 and 2020
(In US Dollars)
|
From
January 1, 2022
through July 5, 2022
|
2021
|
2020
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net (loss) / income
|
(
|
)
|
|
|
||||||||
|
Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities:
|
||||||||||||
|
Depreciation
|
|
|
|
|||||||||
|
Amortization of deferred dry-docking costs
|
|
|
|
|||||||||
|
Amortization of deferred finance charges and other finance costs
|
|
|
|
|||||||||
|
Gain on debt refinancing
|
|
|
(
|
)
|
||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable trade
|
(
|
)
|
(
|
)
|
|
|||||||
|
Inventories
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Prepaid expenses
|
|
(
|
)
|
|
||||||||
|
Deferred charges, non-current
|
(
|
)
|
|
|
||||||||
|
Trade accounts and other payables
|
|
|
(
|
)
|
||||||||
|
Accrued liabilities
|
|
|
|
|||||||||
|
Deferred revenue
|
(
|
)
|
|
|
||||||||
|
Net cash (used in) / provided by operating activities
|
(
|
)
|
|
(
|
)
|
|||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Vessel’s improvements
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Parent investment, net
|
|
(
|
)
|
|
||||||||
|
Repayments of long term debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from long term debt
|
|
|
|
|||||||||
|
Payments of financing costs
|
|
|
(
|
)
|
||||||||
|
Net cash provided by / (used in) financing activities
|
|
(
|
)
|
(
|
)
|
|||||||
|
Net (decrease) / increase in cash and cash equivalents and restricted cash
|
(
|
)
|
|
(
|
)
|
|||||||
|
Cash and cash equivalents and restricted cash at beginning of year
|
|
|
|
|||||||||
|
Cash and cash equivalents and restricted cash at end of year
|
|
|
|
|||||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
| Noncash investing activities: |
||||||||||||
| Vessel’s improvements |
( |
) | ( |
) | ||||||||
|
Cash paid during the year:
|
||||||||||||
|
Interest
|
|
|
|
|||||||||
The accompanying notes are an integral part of these carve-out financial statements.
United Maritime Predecessor
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
|
1.
|
Basis of
Presentation and General Information:
|
United Maritime Corporation (the “Company” or “United”) was
incorporated by Seanergy Maritime Holdings Corp. (or “Seanergy” or “Parent”) on January 20, 2022 under the laws of the Republic of the Marshall Islands, having a share capital of 500 registered shares, of no par value, issued to the Parent. The Company was formed to serve as the holding company of the following vessel-owning company which was a subsidiary of
Seanergy (the “Subsidiary”, or “United Maritime Predecessor”):
|
•
|
Sea Glorius Shipping Co.
|
On July 5, 2022, the spin-off transaction was consumed and the Parent contributed the Subsidiary to United and, as the sole shareholder of the
Company, distributed the Company’s common shares to its shareholders and series B preferred shares on a pro rata basis. Following the spin-off consummation, United Maritime Corporation and Seanergy are independent publicly traded companies.
The accompanying predecessor carve-out financial statements are those of the Subsidiary for all periods presented using the historical
carrying costs of the assets and the liabilities of the ship-owning company above from the dates of its incorporation.
The Subsidiary is incorporated to provide global shipping transportation services through the ownership of vessels. The vessel is owned
through a separate wholly-owned subsidiary.
Following Russia’s invasion of Ukraine in February 2022, the U.S., several European Union nations, the UK and other countries have announced
sanctions against Russia. The sanctions announced by the U.S. and other countries against Russia include, among others, restrictions on selling or importing goods, services or technology in or from affected regions, travel bans and asset
freezes impacting connected individuals and political, military, business and financial organizations in Russia, severing large Russian banks from U.S. and/or other financial systems, and barring some Russian enterprises from raising money in
the U.S. market. The U.S., EU nations and other countries could impose wider sanctions and take other actions as a result of the war. With uncertainty remaining at high levels with regards to the global impact of the sanctions already
announced to date and the possibility of additional sanctions as well as retaliation measures from Russia’s side that may follow in the period to come, it is difficult to accurately assess the exact impact on the Subsidiary. To date, no
apparent consequences have been identified on the Subsidiary’s business, nor any specific implications on any of its existing counterparties, including clients, suppliers and lenders. It should be noted however that since the Subsidiary employs
Ukrainian seafarers, it may face problems in relation to their employment, repatriation, salary payments and be subject to claims to this respect. Notwithstanding the foregoing, it is possible that the war might eventually have an adverse
effect our business, financial condition, results of operations and cash flows.
|
2.
|
Significant Accounting Policies:
|
|
(a)
|
Basis of Presentation
|
The accompanying predecessor carve-out financial statements include the accounts of the legal entity comprising the Subsidiary as discussed in
Note 1. United Maritime Predecessor has historically operated as part of 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 United Maritime Predecessor are included in the financial statements. The financial
statements are prepared in conformity with the U.S. generally accepted accounting principles and reflect the financial position, results of operations and cash flows associated with the business activity of the United Maritime Predecessor as
they were historically managed.
F-7
The predecessor carve-out statements of operations also reflect intercompany expense allocations made to United Maritime Predecessor by
Seanergy of certain general and administrative expenses from Parent (Note 4). However, amounts recognized by United Maritime Predecessor are not necessarily representative of the amounts that would have been reflected in the financial
statements had the Subsidiary operated independently of the Parent as the Subsidiary 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 $0.3 million, $0.6 million and $0.3 million, for the
period from January 1, 2022 to July 5, 2022, and for the years ended December 31, 2021 and 2020, respectively. Both the United Maritime Predecessor and Seanergy 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 Subsidiary during the periods presented. The allocations may not, however, reflect the expense the Subsidiary would have incurred as an independent, publicly
traded company for the periods presented.
United Maritime Predecessor’s accounting pronouncements are in alignment with the Parent’s accounting pronouncement as adopted.
United Maritime Predecessor has no common capital structure for the combined business and, accordingly, has not presented historical earnings
per share.
| (b) |
Use of Estimates
|
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (U.S.
GAAP) 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 financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates include evaluation of relationships with other entities to identify whether they are variable
interest entities, determination of vessel useful life and determination of vessel impairment.
| (c) |
Foreign Currency Translation
|
The Subsidiary’s functional currency is the United States dollar since the Subsidiary ‘s vessel operates in international shipping markets and
therefore primarily transact business in U.S. Dollars. The Subsidiary ‘s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies are translated into the United States dollar using exchange rates, which are in
effect at the time of the transaction. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to U.S. Dollars at the foreign exchange rate prevailing at year-end. Gains or losses
resulting from foreign currency translation are reflected in the carve-out statements of operations.
| (d) |
Concentration of Credit Risk
|
Financial instruments, which potentially subject the Subsidiary to significant concentrations of credit risk, consist principally of cash and
cash equivalents and accounts receivable trade. The Subsidiary limits its credit risk with accounts receivable trade by performing ongoing credit evaluations of its customers’ financial condition.
| (e) |
Cash and Cash Equivalents
|
The Subsidiary considers time deposits and all highly liquid investments with an original maturity of three months or less to be cash
equivalents.
F-8
| (f) |
Accounts Receivable Trade
|
Accounts receivable trade, at each balance sheet date, include receivables from charterers for hire, freight and demurrage billings, net of a
provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. The Subsidiary also assessed the
provisions of ASC 326, Financial Instruments—Credit Losses, by assessing the counterparties’ credit worthiness and concluded that there is no material impact for the period from January 1, 2022 through July 5, 2022 and as of December 31, 2021
and 2020, respectively.
| (g) |
Inventories
|
Inventories consist of lubricants. Inventory is measured at the lower of cost or net realizable value. Net realizable value is defined as
estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost is determined by the first in, first out method.
| (h) |
Vessels
|
Vessels acquired as a part of a business combination are recorded at fair market value on the date of acquisition. Vessels acquired as asset
acquisitions are stated at historical cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition (delivery expenses and other expenditures to prepare for the vessel’s initial voyage). Vessels
acquired from entities under common control are recorded at historical cost. Subsequent expenditures for conversions and major improvements are capitalized when they appreciably extend the life, increase the earning capacity or improve the
efficiency or safety of the vessels. Expenditures for routine maintenance and repairs are expensed as incurred.
In addition, other long-term investments, relating to vessels’ equipment not yet installed, are included in “Deferred charges and other-long
term investments, non-current” in the carve-out balance sheet. Amounts paid (if any) for other-long term investments, non-current, refer to equipment for the vessels not yet installed, and are included in “Vessel’s improvements” under “Cash
flows from investing activities” in the carve-out statements of cash flows.
| (i) |
Vessel Depreciation
|
Depreciation is computed using the straight-line method over the estimated useful life of the vessel, after considering the estimated salvage
value. Management estimates the useful life of the Subsidiary’s vessel to be 25 years from the date of initial delivery from the
shipyard. Salvage value is estimated by the Subsidiary by taking the cost of steel times the weight of the ship noted in lightweight ton (“LWT”). Salvage values are periodically reviewed and revised to recognize changes in conditions, new
regulations or other reasons. Revisions of salvage values affect the depreciable amount of the vessels and affects depreciation expense in the period of the revision and future periods.
| (j) |
Impairment of Long-Lived Assets (Vessel)
|
The Subsidiary reviews its long-lived asset (vessel) for impairment whenever events or changes in circumstances, such as prevailing market
conditions, obsolesce or damage to the asset, and business plans to dispose the vessel earlier than the end of its useful life indicate that the carrying amount of the vessel plus unamortized drydocking costs and cost of any equipment not yet
installed, may not be recoverable. The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions that the Subsidiary considers indicators of a potential impairment for its
vessel.
F-9
The Subsidiary determines undiscounted projected operating cash flows for its vessel and compares it to the vessel’s carrying value, plus
unamortized dry-docking costs and cost of any equipment not yet installed. When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than its carrying value,
plus unamortized dry-docking costs and cost of any equipment not yet installed, the Subsidiary impairs the carrying amount of the vessel. Measurement of the impairment loss is based on the fair value of the asset as determined by independent
valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter equivalent for
the non-fixed days (based on a combination of one year charter rates estimates and the average of the trailing 10 -year historical charter rates, excluding outliers) adjusted for commissions, expected off hires due to scheduled maintenance and estimated
unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled maintenance.
The Subsidiary’s assessment concluded that no
| (k) |
Dry-Docking and Special Survey Costs
|
The Subsidiary follows the deferral method of accounting for dry-docking costs and special survey costs whereby actual costs incurred are
deferred and are amortized on a straight-line basis over the period through the expected date of the next dry-docking which is scheduled to become due in 2 to 3 years. Dry-docking costs which are not fully amortized by the next
dry-docking period are expensed.
| (l) |
Commitments and Contingencies
|
Liabilities for loss contingencies, arising from claims, assessments, litigation, fines and penalties, environmental and remediation
obligations and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
| (m) |
Revenue Recognition
|
Revenues are generated from time charters. A time charter is a contract for the use of a vessel as well as vessel operations for a specific
period of time and a specified daily charter hire rate, which is generally payable in advance. A bareboat charter is a contract in which the vessel is provided to the charterer for a fixed period of time at a specified daily rate, which is
generally payable in advance.
Time charter revenue is recorded over the term of the charter agreement as the service is provided and collection of the related revenue is
reasonably assured. Under a time charter, revenue is adjusted for a vessel’s off hire days due to major repairs, dry dockings or special or intermediate surveys.
F-10
In February 2016, the FASB issued ASU No. 2016-–2 - Leases (ASC 842), and as amended, it requires lessees to recognize most leases on the
carve-out balance sheet. The Subsidiary adopted ASC 842, as amended from time to time, retrospectively from January 1, 2018. The Subsidiary also elected to apply the additional and optional transition method to new and existing leases at the
adoption date as well as all the practical expedients which allowed the Subsidiary’s existing lease arrangements, in which it was a lessee or lessor, classified as operating leases under ASC 840 to continue to be classified as operating leases
under ASC 842. The Subsidiary assessed the time charter contracts and concluded that these contracts contain a lease with the related executory costs (insurance), as well as non-lease components to provide other services related to the operation of the vessel, with the most substantial service being the crew cost to operate the vessel. The Subsidiary concluded that the criteria for not separating lease and
non-lease components of its time charter contracts are met, since (i) the time pattern of recognizing revenues for crew and other services for the operation of the vessels is similar to the time pattern of recognizing rental income, (ii) the
lease component of the time charter contracts, if accounted for separately, would be classified as an operating lease, and (iii) the predominant component in its time charter agreements is the lease component. In this respect, the Subsidiary
accounts for the combined component as an operating lease in accordance with ASC 842. The Subsidiary recognizes income from lease payments over the lease term on a straight-line basis. The Subsidiary recognizes income for variable lease
payments in the period when changes in facts and circumstances on which the variable lease payments occur. Rental income on the Subsidiary’s time charterers is mostly calculated at an index linked rate based on the five T/C routes rate of the Baltic Capesize Index. In addition, the Subsidiary had the option to convert the index-linked rate to a fixed one for a
period ranging between 2 and 12
months, based on the prevailing Capesize Forward Freight Agreement (“FFA”) rate for the selected period. The Subsidiary exercised such option and earned fixed rates for each of the last three quarters of 2021, after which it reverted to earn
index-linked rate. On February 21, 2022, the Subsidiary exercised its option and converted the index-linked rate to a fixed rate until July 5, 2022. (Note 8).
Charterers individually accounting for more than 10% of revenues during the period from January 1, 2022 through July 5, 2022 and for the years
ended December 31, 2021 and 2020 were:
|
Customer
|
From
January 1, 2022
through July 5, 2022
|
2021
|
2020
|
|||||||
|
A
|
|
|
|
|
||||||
|
Total
|
|
|
|
|
||||||
Subsidiary’s vessel revenue, net figures derived from time charters for the period from January 1, 2022 to July 5, 2022 and for the years
ended December 31, 2021 and 2020 was $2,327,323 , $7,395,241 and $4,124,016 , respectively.
Deferred revenue represents cash received in advance of performance under the contract prior to the balance sheet date and is realized when
the associated revenue is recognized under the contract in periods after such date. The Deferred revenue is allocated on a straight-line basis over the minimum duration of each charter party, except for unearned revenue, which represents cash
received in advance of services which have not yet been provided.
| (n) |
Commissions
|
Commissions, which include address and brokerage commissions, are recognized in the same period as the respective charter revenues. Address
commissions to third parties are included in Commissions. Address commission to related parties are included in Commissions-related party. Brokerage commissions to third parties are included in Voyage expenses.
| (o) |
Voyage Expenses
|
Voyage expenses primarily consist of port, canal, bunker expenses and brokerage commissions that are unique to a particular charter and are
paid for by the charterer under time charter agreements.
Subsidiary’s voyage expenses figures derived from time charters for the period ended from January 1, 2022 to July 5, 2022 and for the years
ended December 31, 2021 and 2020 was $440,132 , $144,614 and $132,796 , respectively.
F-11
| (p) |
Repairs and Maintenance
|
All repair and maintenance expenses, including major overhauling and underwater inspection expenses are expensed in the year incurred. Such
costs are included in Vessel operating expenses.
| (q) |
Finance Costs
|
Underwriting, legal and other direct costs incurred with the issuance of long-term debt or to refinance existing debt are deferred and
amortized to interest expense over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid are expensed in the period the repayment is made. The Subsidiary presents unamortized deferred
financing costs as a reduction of long-term debt in the accompanying carve-out balance sheet.
| (r) |
Income Taxes
|
Under the laws of the country of the Subsidiary’s incorporation and the vessel’s registration, the Subsidiary is not subject to tax on
international shipping income; however, it is subject to registration and tonnage taxes, which are included in vessel operating expenses in the accompanying 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 and pay tax at a rate of 4 % on U.S.-source gross transportation income (generally, 50% of revenues from voyages to or from
the U.S.) unless an exemption applies. The Subsidiary’s vessel did not call on U.S. ports at any time between 2020 through July 5, 2022.
| (s) |
Fair Value Measurements
|
The Subsidiary 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 and liabilities. 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 in an orderly transaction between market participants in the market in which the reporting entity transacts. In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Subsidiary
classifies and discloses its assets and liabilities carried at the 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.
|
| (t) |
Debt Modifications and Extinguishments
|
The Subsidiary follows the provisions of ASC 470-50, Modifications and Extinguishments, to account
for all modifications or extinguishments of debt instruments, except debt that is extinguished through a troubled debt restructuring or a conversion of debt to equity securities of the debtor pursuant to conversion privileges provided in terms
of the debt at issuance. This Subtopic also provides guidance on whether an exchange of debt instruments with the same creditor constitutes an extinguishment and whether a modification of a debt instrument should be accounted for in the same
manner as an extinguishment. In circumstances where an exchange of debt instruments or a modification of a debt instrument does not result in extinguishment accounting, this Subtopic provides guidance on the appropriate accounting treatment.
Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred
charges. Costs paid directly to third parties are expensed as incurred. Deferred financing costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life
of the related debt using the effective interest method. For loans repaid or refinanced that meet the criteria of debt extinguishment, the difference between the settlement price and the net carrying amount of the debt being extinguished (which
includes any deferred debt issuance costs) is recognized as a gain or loss in the carve-out statements of operations.
F-12
| (u) |
Segment Reporting
|
The Subsidiary reports financial information and evaluates its operations by total charter revenues and not by the length of vessel
employment, customer, or type of charter. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, the Subsidiary has determined that
it operates under one reportable segment. Furthermore, a vessel is chartered, the charterer is free to trade the vessel worldwide
and, as a result, disclosure of geographic information is impracticable.
| (v) |
Going Concern
|
Under ASC 205-40, Going Concern, management is required to evaluate whether there is substantial doubt about a company’s ability to continue
as a going concern and on related required footnote disclosures. For each reporting period, management is required to evaluate 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.
Recent Accounting Pronouncements Adopted
The Subsidiary has adopted 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. The adoption of ASU No. 2021-05 did not have an impact in the Subsidiary’s financial statements and related disclosures.
Recent Accounting Pronouncements – Not Yet Adopted
There are no recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s financial
statements in the current or any future periods.
F-13
| 3. |
Transactions with Related Parties:
|
The Subsidiary receives management services from Seanergy Management Corp. (“Seanergy Management”), a Marshall Islands
corporation, a wholly owned subsidiary controlled by Seanergy. Under the services agreement entered into on May 15, 2017, United Maritime Predecessor pays Seanergy Management a commission of 1.25 % on hire and freight revenue earned for chartering and post fixture services provided. The commission expense for the period from January 1, 2022 through July 5,
2022 and for the years ended December 31, 2021 and 2020 amounted to $29,479 , $97,695 and $53,515 , respectively, and is separately
reflected under Commissions - related party in the accompanying carve-out statements of operations. In addition, under the same agreement, the Subsidiary pays Seanergy Management a daily fee of $650 for the provision of management services. United Maritime Predecessor pays Seanergy Shipmanagement, a subsidiary of Seanergy, a fixed management fee of $14,000 per vessel per month starting in June 2022. Management fees charged from January 1, 2022 through July
2022, and for the years ended 2021 and 2020 amounted to $136,225 , $237,250 and $237,900 , respectively, and are separately reflected as
Management fees - related party in the accompanying carve-out statements of operations. United Maritime Predecessor’s amounts due to Seanergy Management as of December 31, 2021 are assumed by the Parent (Note 4).
| 4. |
Parent Investment, Net:
|
As of December 31, 2021 and 2020, Parent investment, net consists of the amounts contributed by the Parent, to finance part of the acquisition
cost of the vessel, commercial and management services, intercompany amounts due to or from the Parent for working capital purposes, which are forgiven and treated as contributions or distributions of capital and other general and
administrative expenses allocated to the United Maritime Predecessor 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 Subsidiary’s vessel compared to the number of ownership days of the total Seanergy fleet. Such allocations are believed to be reasonable, but may not
reflect the actual costs if the United Maritime Predecessor had operated as a standalone company. Capital contributions during 2020 and for the period from January 1,2022 through July 5, 2022, amounted to $1,960,687 and $1,253,526 ,
respectively. Capital distributions for 2021 amounted to $2,441,795 .
As part of Parent, United Maritime Predecessor is dependent upon Parent for all of its working capital and financing requirements, as Parent
uses a centralized approach to cash management and financing of its operations. Financial transactions relating to United Maritime Predecessor are accounted for through the Parent equity account and reflected in the carve-out statements of
Parent’s equity as an increase or decrease in Parent investment, net. Accordingly, none of Parent’s cash, cash equivalents or debt at the corporate level have been assigned to the United Maritime Predecessor in the financial statements. Parent
equity, net represents Parent’s interest in the recorded net assets of the United Maritime Predecessor.
F-14
| 5. |
Vessel, Net:
|
The amounts in the accompanying carve-out balance sheet are analyzed as follows:
|
December 31, 2021
|
||||
|
Cost:
|
||||
|
Beginning balance
|
|
|||
|
- Additions
|
|
|||
|
Ending balance
|
|
|||
|
Accumulated depreciation:
|
||||
|
Beginning balance
|
(
|
)
|
||
|
- Additions
|
(
|
)
|
||
|
Ending balance
|
(
|
)
|
||
|
Net book value
|
|
|||
On November 3, 2015, the Subsidiary acquired the Gloriuship for a purchase price of $16,833,520 , which was financed through a loan with Hamburg Commercial Bank AG, or HCOB (formerly known as HSH Nordbank AG).
The Gloriuship is mortgaged to the secured loan with EnTrust (Note 6).
Vessel’s depreciation expense for the period from January 1, 2022 through July 5, 2022, and for the years ended December 31, 2021 and 2020,
amounted to $400,285 , $756,765
and $758,839 , respectively, and is included in “Depreciation” in the accompanying carve- out statements of operations.
| 6. |
Long-Term Debt:
|
The amounts in the accompanying carve-out balance sheet are analyzed as follows:
|
December 31, 2021
|
||||
|
Secured loan facilities
|
|
|||
|
Less: Deferred financing costs
|
(
|
)
|
||
|
Total
|
|
|||
|
Less – current portion
|
(
|
)
|
||
|
Long-term portion
|
|
|||
F-15
Existing Loan Facilities
New Entrust Facility
On July 15, 2020, following the repayment of the previous loan agreement, that resulted in “Gain on debt refinancing of $1,490,601 , Seanergy’s two vessel
owning subsidiaries of the Gloriuship and the Geniuship entered into a secured loan facility of $22,500,000 with Kroll Agency Services Limited, previously known as Lucid Agency Services Limited, and Kroll Trustee Services Limited, previously known as Lucid Trustee
Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global, as lenders, or the New EnTrust Facility, with Seanergy acting as the guarantor, and the amount of $22,500,000 was drawn down on July 16, 2020. The New EnTrust Facility was split into two tranches, secured by the Geniuship and the Gloriuship.
Of the total amount, $16,000,000 was drawn under the Geniuship tranche and $6,500,000 under the Gloriuship tranche. The New EnTrust Facility is maturing in July 2025 and was
originally secured by first priority mortgages over the Gloriuship and the Geniuship, general assignments covering earnings, insurances and requisition
compensation of each vessel, account pledge agreements concerning the earnings account of each vessel, share pledge agreements concerning each vessel-owning subsidiary’s shares and relevant technical and commercial managers’ undertakings. On
December 20, 2021, the vessel owning subsidiary of the Geniuship fully prepaid the amount of $14,617,500
outstanding under the Geniuship tranche of the New EnTrust Facility. As of December 31, 2021, the total amount outstanding under this facility was $5,500,000 .
The annual principal payments required to be made after December 31, 2021, are as follows:
|
Year ended December 31,
|
Amount
|
|||
|
2022
|
|
|||
|
2023
|
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
| 2026 |
|
|||
|
Total
|
|
|||
|
7.
|
Financial Instruments:
|
The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis.
This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same
guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three categories based on the inputs used to determine its fair value:
| • |
Level 1: Quoted market prices in active markets for identical assets or liabilities;
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| • |
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data;
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| • |
Level 3: Unobservable inputs that are not corroborated by market data.
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| (a) |
Significant Risks and Uncertainties, including Business and Credit Concentration
|
The Subsidiary places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial
institutions. The Subsidiary performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Subsidiary’s investment strategy. The Subsidiary limits its credit risk with accounts
receivable trade 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.
F-16
| (b) |
Fair Value of Financial Instruments
|
The fair values of the financial instruments shown in the carve-out balance sheet as of December 31, 2021, represent management’s best
estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date.
Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for
the asset or liability at the measurement date, the fair value measurement reflects the Subsidiary’s own judgments about the assumptions that mark et participants would use in pricing the asset or liability. Those judgments are developed by the
Subsidiary based on the best information available in the circumstances.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
|
a)
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Cash and cash equivalents, accounts receivable trade and trade accounts and other payables: the carrying amounts approximate fair value because of the short maturity of these instruments.
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| b) |
Long-term debt: The fair value of fixed interest long-term debt is estimated using prevailing market rates as of the period end. The Subsidiary believes the terms of its fixed interest long-term debt are
similar to those that could be procured as of December 31, 2021, and the carrying value of $
|
| 8. |
Commitments and Contingencies:
|
Commitments
As at July 5, 2022, future minimum contractual charter revenue based on vessel’s committed non-cancelable time charter contracts using the charter rates that
prevail at the balance sheet date for index-linked time charters and the fixed rates for fixed period time charters (these amounts do not include any assumed off-hire) is estimated at $4,705,066 .
Contingencies
Various claims, lawsuits, 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 Subsidiary s vessel. Currently, management is not aware of any such
claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying financial statements.
The Subsidiary accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to
reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying financial statements. The
Subsidiary is covered for liabilities associated with the individual vessel’s actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.
F-17
| 9. |
Interest and Finance Costs:
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Interest and finance costs are analyzed as follows:
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From
January 1, 2022
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Year ended December 31,
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through July 5, 2022
|
2021
|
2020
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Interest on long-term debt
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Amortization of debt issuance costs
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|
|
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|||||||||
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Other, net
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(
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)
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|
|
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Total
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|
|
|
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| 10. |
Subsequent Events:
|
Contribution by Parent of the Subsidiary to United Maritime Corporation: On July 5, 2022, the spin-off
transaction was materialized and the Subsidiary was contributed to the Company by the Parent. Following the spin-off consummation, United Maritime Corporation and Seanergy Maritime Holdings Corp. are independent publicly traded companies.
F-18
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4. B. Business Overview - Our Current FleetItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 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