As filed with the Securities and Exchange Commission on April 2, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2023
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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
(Exact name of Registrant as specified in its charter)
(Not Applicable)
(Translation of Registrant’s name into English)
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
United Maritime Corporation
Telephone: +30 213 0181507
Facsimile: +30 2109638404
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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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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, 2023, 8,694,630 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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TABLE OF CONTENTS
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Page
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ITEM 1.
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3 |
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ITEM 2.
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3 |
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ITEM 3.
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3 |
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ITEM 4.
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39 |
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ITEM 4A.
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62 |
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ITEM 5.
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62 |
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ITEM 6.
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78 |
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ITEM 7.
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82 |
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ITEM 8.
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84 |
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ITEM 9.
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85 |
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ITEM 10.
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85 |
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ITEM 11.
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94 |
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ITEM 12.
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95 |
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ITEM 13.
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95 |
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ITEM 14.
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95 |
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ITEM 15.
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95 |
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ITEM 16
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96 |
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ITEM 16A.
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96 |
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ITEM 16B.
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96 |
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ITEM 16C.
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96 |
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ITEM 16D.
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97 |
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ITEM 16E.
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97 |
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ITEM 16F.
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97 |
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ITEM 16G.
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97 |
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ITEM 16H.
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98 |
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ITEM 16I.
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98 |
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ITEM 16J.
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98 |
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ITEM 16K.
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98 |
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ITEM 17.
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100 |
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ITEM 18.
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100 |
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ITEM 19.
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100 |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains certain forward-looking statements. 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.
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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acts of terrorism, war, piracy, and other hostilities;
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public health threats, pandemics, epidemics, and other disease outbreaks, including but not limited to the COVID-19 pandemic (and various variants that may emerge) and
governmental responses and other effects thereto;
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changes in global and regional economic and political conditions;
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general domestic and international political conditions or events, including “trade wars,” the ongoing war between Russia and Ukraine (and related sanctions), the war between
Israel and Hamas or the Houthi crisis in the Red Sea;
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changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the marine transportation industry; 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, or 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 publicly 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”). 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 and for the period from January 1, 2023 up to December 31, 2023 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.
| ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE
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Not applicable.
| ITEM 3. |
KEY INFORMATION
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[Reserved]
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| B. |
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, operating results, 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:
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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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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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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 rising 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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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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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 discussed under “Item 3. Key Information—D. Risk Factors.”
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
currently 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 generally been very volatile. 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 preceding and following years volatility was less extreme, although there were still multiple instances where the index
decreased or increased by more than 50% in short periods of time. In 2023, the BDI ranged from a low of 530 on February 16, 2023 to a high of 3,346 on December 4, 2023. Although the BDI was 1,821 as of March 28, 2024, 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. Furthermore, since 2014, the US and the EU have imposed sanctions against Crimea
and certain Russian individuals and entities, as a result of the crisis in Ukraine and the annexation of Crimea by Russia in 2014. These sanctions, which are still in force, have been greatly expanded due to Russia’s invasion of Ukraine in
February 2022. The US, the EU, the UK, and other countries have imposed expanded economic sanctions against Russia and certain disputed regions of Ukraine, as well as against certain Russian individuals, entities and business sectors. The
sanctions imposed 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.,
the EU, and other countries could impose wider sanctions as well as expand the scope of current sanctions programs, embargoes and other restrictions in the future (by designating additional countries and individuals), or might modify the
interpretation or enforcement of current sanctions, which could affect and/or prevent our vessels from calling at ports in such sanctioned countries or could restrict cargo capabilities. Although initially 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 and uncertain. Recently, in October 2023, the global shipping industry faced another setback due to the outbreak of war between Israel and Hamas, which has resulted in increased tensions in the
Middle East region, including missile attacks by the Houthis on vessels transiting the Red Sea. This situation has introduced uncertainty and risks to the shipping operations in the region and such circumstances have had and could in the future
result in adverse consequences for dry bulk shipping, including, among others:
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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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loan covenant defaults in the dry bulk shipping industry; 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 future loan agreements or other financing
agreements. In such a situation, unless our future lenders are willing to provide waivers of covenant compliance or modifications to our covenants, our future 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 costs, 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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global and regional economic and political conditions and developments;
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armed conflicts and terrorist activities, including the ongoing war between Russia and Ukraine and the recent outbreak of war between Israel and Hamas;
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natural disasters and weather;
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public health threats, pandemics, such as the COVID-19 pandemic, 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 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 8.66% of the existing world dry bulk fleet as of December 31, 2023, according to 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 recent 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 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;
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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; and
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changes in market conditions, including political and economic events, wars (including the ongoing conflict between Russia and Ukraine and between Israel and Hamas), acts of
terrorism, natural disasters (including diseases, epidemics, and pandemics), and changes in interest rates or inflation rates.
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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, including COVID-19, 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, and its variants, 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 disrupt global financial markets and economic conditions and adversely impact our operations, the timing of
completion of any outstanding or future newbuilding projects, as well as the operations of our charterers and other 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. Companies also took precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing businesses. Although the incidence and severity of
COVID-19 and its variants have diminished, similar restrictions, and future prevention and mitigation measures against outbreaks of epidemic and pandemic diseases, 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. In addition, we may 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 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, operating results, cash flows, financial condition, financings, value of our vessels, and
ability to pay dividends may be negatively affected by a resurgence of COVID-19 or 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. We cannot predict the effect that an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic, or epidemic may have on our
business, operating results, cash flows, and financial condition, which could be material and adverse.
We are currently dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage
basis. Any decrease in spot freight charter rates or indices in the future may adversely affect our earnings.
We currently operate all of our vessels on time charters whose daily rates are linked to 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 spot voyage or index-linked time charters.
Accounting for future acquisitions, although the number of vessels in our fleet that participate in the spot market or have
index-linked 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 market or the relevant index
rates. As a result, our financial performance will be significantly affected by conditions in the spot 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 indexes decline, we may be unable to operate our vessels profitably, and our business, operating results, cash flows, and financial
condition will be significantly affected.
Historically spot charter rates and 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 capacity. The successful operation of our vessels in the competitive spot charter market depends upon, among other things, obtaining profitable spot charters 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 indexes decline, then we may be unable to operate our vessels that are trading in the spot market or on index-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. 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.
Additionally, if the spot market rates or short-term time charter rates become significantly lower than the time charter
equivalent rates that some of our charterers are obligated to pay us under our existing charters, the charterers may have incentive to default under that charter or attempt to renegotiate the charter. 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.
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 sustained 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 in the Red Sea or Russia and NATO tensions, China and Taiwan disputes, the United States and China trade relations, 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,
and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the recent Silicon Valley Bank, Signature Bank, and First Republic Bank failures. See also “—Outbreaks of epidemic and pandemic diseases,
including COVID-19, 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. 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 transportation.
In Europe, concerns regarding the possibility of sovereign debt defaults by European Union, or EU, member countries, 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 withdrawal of the UK from the EU, or Brexit, further increases
the risk of additional trade protectionism. 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, operating results, 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 for the year ended December 31, 2022, was approximately 3.0%, one of its lowest rates in 50 years, thought to be mainly caused by the country’s zero-COVID policy and strict lockdowns. For the year ended
December 31, 2023, China’s GDP growth rate recovered to 5.2%, but the economy continues to be weighed down by the ongoing crisis in the property market. 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 vessels that are either chartered to Chinese customers or that call to Chinese ports, 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, operating results, cash flows, and financial condition.
Furthermore, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby
depressing shipping demand. There is significant uncertainty about the future relationship between the United States, China, and other exporting countries, including with respect to trade policies, treaties, government regulations, and tariffs.
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, operating results, 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, operating results, and financial condition.
Credit markets in the United States and Europe have in the past experienced significant contraction, deleveraging, and reduced
liquidity, 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 and operating results
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 have 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. Due to these factors, 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.
Political instability, terrorist 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, operating results, cash flows, financial
conditions, and available cash may be adversely affected by changing economic, political, and governmental conditions in the countries and regions in which our vessels are employed or registered. Moreover, we operate in a sector of the economy
that is likely to be adversely impacted by the effects of political conflicts, including the war between Ukraine and Russia and between Israel and Hamas, Russia and NATO tensions, China and Taiwan disputes, United States and China trade
relations, instability between Iran and the West, hostilities between the United States and North Korea, 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), and other countries and geographic areas, geopolitical events, such as Brexit, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international
hostilities.
The continuing war and recent developments in Ukraine, the Middle East, including 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.
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 United States, the United Kingdom, and the European Union, among other
countries, 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, liquified 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, operating results, and cash flows. Since we employ Ukrainian and Russian seafarers, we may face problems in relation to their employment, repatriation, and salary payments and be subject
to claims to this respect. Moreover, we will be subject to additional insurance premiums in case we transit through or call to any port or area designated as listed areas by the Joint War Committee or other organizations. These factors may also
result in the weakening of the financial condition of our charterers, suppliers, counterparties, and other agents in the shipping industry. As a result, our business, operating results, cash flows, and financial condition may be negatively
affected since our operations are dependent on the success and economic viability of our counterparties.
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 North Atlantic Treaty Organization (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 dry bulk 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, operating results, and cash flows.
Furthermore, the intensity and duration of the recently declared
war between Israel and Hamas is difficult to predict and its impact on the world economy and our industry is uncertain. 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 tone-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 conditions, operating results, and cash flows.
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 previously 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, operating results, 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, and 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 and lower our revenues. Furthermore, the involvement of our vessels 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, operating results, 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.
Rising fuel prices may adversely affect our profits.
The cost of fuel is a significant factor in negotiating charter 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. 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, or OPEC, 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 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 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 of time or voyage time charter, we may be obligated to repurchase bunkers on
board at prevailing market prices, 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. Our vessels may be chartered on the spot charter market in the future, either through trip charter contracts or voyage charter contracts. 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. We currently cannot guarantee that we will hedge our fuel costs on any prospective future voyage charters, and, therefore, an increase in the price of fuel may
negatively affect our profitability and our cash flows.
Our revenues are subject to seasonal fluctuations, which could affect our operating results 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 operating results. 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. As a result, our revenues may be weaker during the fiscal quarters
ending March 31 and June 30, and, conversely, our revenues may be stronger during the fiscal quarters ending September 30 and December 31. This seasonality should not affect our operating results if our vessels are employed on period time
charters, but because our vessels are employed (and other vessels we may acquire may be employed) in the spot 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 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 emissions by or around 2050. These regulations and any additional regulations addressing similar goals could cause us to incur additional substantial expenses. See “Business Overview—Environmental and Other
Regulations” for a discussion of these and other environmental regulations applicable to our operations.
Since January 1, 2020, ships have to either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to
increased costs and supplementary investments for ship owners. Shipowners may comply with this regulation by using 0.5% sulfur fuels on board; installing scrubber for cleaning of the exhaust gas; or by retrofitting vessels to be powered by
liquefied natural gas. Currently our vessels do not have scrubbers installed. Costs of compliance with these regulatory changes for our vessels or any non-scrubber vessels we may acquire may be significant and may have a material adverse effect
on our future performance, results of operations, cash flows and financial position.
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 is expected to come into effect on January 1, 2025. The ETS is to apply 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 to be 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 has assumed all duties and responsibilities for the ship under the ISM Code, as well as the
responsibility for full compliance under 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 Emissions Trading Directive 2023/959/EC 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, especially if other
shipping companies are similarly looking to do the same. 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. The 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.
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 dry bulk
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.
Our operations may be adversely impacted by severe weather, including as a result of climate change.
Tropical storms, hurricanes, typhoons, and other severe maritime 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,
operating results, and financial condition.
Pending and future tax law changes may result in significant additional taxes to us.
Pending and future tax law changes may result in significant additional taxes to us. For example, the Organization for Economic
Cooperation and Development 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, introduced a global minimum tax. The foregoing proposals (in the event international consensus is achieved and implementing laws are adopted) and other possible future tax changes
may have an adverse impact on us. 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.
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 societal 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
operating results, 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 will become effective 60 days following publication of the adopting release in the Federal Register. As a non-accelerated filer, we will be required to provide the enhanced climate-related disclosures in our
annual reports for the year ending December 31, 2027. On March 15, 2024, the Fifth Circuit Court of Appeals stayed application of these rules pending further judicial review, but on March 25, 2024, the Fifth Circuit Court of Appeals ordered the
transfer of the petition to the Eighth Circuit Court of Appeals and the dissolution of the administrative stay. The impact of the ongoing litigation with respect to these rules on the content of these rules or the timing of their effectiveness is
uncertain. Costs of compliance with these new rules may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
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, 2023, none of our vessels called on ports located in countries subject 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. 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. 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—The 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, including, but 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 on or after September 8, 2019. For most
vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September
8, 2017. 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, BWMSs installed on or after October 28, 2020 shall be approved in accordance
with BWMS Code, while BWMSs installed before October 23, 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
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. All of our vessels are equipped with Ballast Water
Treatment Systems ensuring compliance with the new environmental regulations. 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.
Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022.
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. 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. Comments to the Supplemental Notice were due by December 18, 2023. Under VIDA, all provisions of the VGP 2018 and the USCG ballast water regulations remain in force and effect as currently written until the EPA publishes
standard. The new regulations could require the installation of new equipment, which may cause us to incur substantial costs. 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 VIDA. 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. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at
potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.
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. These security procedures can result in 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 incident 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 operating results.
The operation of dry bulk vessels has particular 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 vessel’s 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 operating results. In addition, the loss of a vessel could harm our reputation as a safe and reliable vessel owner and operator.
If our vessels fail to maintain their class certification or fail 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 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 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 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 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 any 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 has historically exhibited great volatility. From 2010 until today, the standard 182,000 dwt
Capesize yard resale prices have fluctuated from $74 million in March 2010 to $35 million in March 2016, according to Clarksons Research. 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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scrap value of vessels;
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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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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 operating results.
We may be unable to obtain financing for any 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
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.
We may acquire additional vessels in the future and, if those vessels 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,
operating results, 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, 2023, we had approximately $98.3 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 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.
The calculation of interest in most financing agreements in our industry had been historically based on the London Interbank Offered Rate
(“LIBOR”). LIBOR had been the subject of national, international, and other regulatory guidance and proposals for reform. In response thereto, the Alternative Reference Rate Committee, a committee convened by the Federal Reserve Board that
includes major market participants, had proposed the CME Group’s forward looking Secured Overnight Financing Rate (“SOFR”) term rates (“SOFR Term Rates”), based on the SOFR rate published by the New York Federal Reserve, as an alternative rate to
replace U.S. dollar LIBOR. In December 2022, the Federal Reserve adopted a final rule that implements the Adjustable Interest Rate (LIBOR) Act identifying SOFR-based rates as replacement rates to LIBOR in certain financial contracts that do not
have clear or practicable provisions for replacing LIBOR after June 30, 2023, when ICE Benchmark Administration, the administrator of LIBOR, ceased the publication of U.S. dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash
overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market. SOFR has been adopted by most lenders in our industry as a replacement benchmark rate.
An increase in SOFR, including as a result of the interest rate increases effected by the Federal Reserve and the Federal Reserve’s recent hike of
U.S. interest rates in response to rising inflation, 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, or we may maintain adequate cash balances in Euros. 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. Two, five and one dry bulk vessels in our fleet have four, three and two-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, operating results, 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, financial condition, and results of operations, both directly through
the increase of the operating costs of our vessels and other vessels we may acquire and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowing global growth. Worldwide economies have in the
recent past experienced significant inflationary pressures, with price increases seen across many sectors globally. In response to such inflationary pressures, 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. If central banks continue to increase interest rates, 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 further, 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.
Whether such 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. Additionally, the monetary tightening implemented by a series of central banks around the world in order to curb inflationary pressures has
also significantly increased the probability of an economic recession in the short- to medium-term future.
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 expected to be a significant expense for us. Recently, the limited supply of and increased demand for highly
skilled and qualified crew, due to the increase in the size of the global shipping fleet, has created upward pressure on crewing costs. Increases in crew costs may adversely affect our profitability if we are not able to increase our rates.
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 cause 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, including financial institutions that are
located in Greece, which will subject us to credit risk.
We maintain all of our cash with a limited number of financial institutions, including institutions that are located in Greece.
These financial institutions located in Greece may be subsidiaries of international banks or Greek financial institutions. Although concerns relating to the sovereign debt crisis have largely been allayed and Greece has emerged from its bailout
programs, the stand-alone financial strength of the banks and the anticipated additional pressures stemming from the legacy of the country’s multi-year debt crisis and the COVID-19 pandemic continue to create uncertain economic prospects.
Generally, only a small portion of cash balances are covered by insurance in the event of default by these financial institutions
in Greece or elsewhere. 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 by a
financial institution, we may lose part or all of our cash that we hold deposited with such financial institution. Additionally, if any of our banks do not allow us to withdraw funds in the time and amounts that we want, we may not timely comply
with contractual provisions in any of our contracts or our salary obligations, among other things. The occurrence of such a default of any of our banks could have a material adverse effect on our business, financial condition, results of
operations and cash flows, and we may lose part or all of our cash that we deposit with such banks.
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/V Gloriuship, M/V Chrisea, M/V Oasea, M/V Cretansea and M/V 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, M/V Synthesea 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 in regards to 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 believe that we should not be treated as a PFIC, and do not expect
to be a PFIC in the future. 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. Tax Considerations – 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 qualified for exemption from the 4% tax under Section 883 of the Code for our 2023 taxable year and intend to
take this position on our tax return. There are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2024 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 stock were, in combination with each other, to own 50% or more of the outstanding shares of our stock 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. Tax Considerations – 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 2024 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 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.
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 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
operating results to suffer.
Additionally, 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.
We expect that our vessels will 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 the vessels to forfeiture to the government of such jurisdiction. 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. Under
some jurisdictions, vessels used for the conveyance of illegal drugs could subject result in forfeiture of the vessel to forfeiture to the government of such 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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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 March 28, 2024, 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. In January 2023, we paid a special dividend of $1.00 per common share, while since February 2023, we have initiated a regular quarterly dividend of $0.075 per common share.
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 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.
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 other offshore jurisdictions such as the Republic of Liberia, our operations may be subject to economic substance requirements.
In March 2019, the Council of the European Union, or the Council, published a list of non-cooperative jurisdictions for tax
purposes, or the 2019 Conclusions. In the 2019 Conclusions, the Republic of the Marshall Islands, among others, was placed by the E.U. on the list of non-cooperative jurisdictions for failing to implement certain commitments previously made to
the E.U. by the agreed deadline. However, it was announced by the Council in October 2019 that the Marshall Islands had been removed from the list of non-cooperative jurisdictions. In February 2023, the Marshall Islands was added again to the
list of non-cooperative jurisdictions, and removed again in October 2023. E.U. member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, inter alia, increased monitoring and audits,
withholding taxes and non-deductibility of costs. 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. E.U. legislation prohibits E.U.
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 has enacted economic substance regulations. 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-generated 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 could be struck from the register of companies, in related jurisdictions. 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.
We do not know (i) if the E.U. will once again add the Marshall Islands to the list of non-cooperative jurisdictions, or add
Liberia to the list, (ii) how quickly the E.U. would react to any changes in regulations of the Marshall Islands, or (iii) how E.U. banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing
under the laws of the Marshall Islands and Liberia. The effect of the E.U. list of non-cooperative jurisdictions, and any noncompliance 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 country 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
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| A. |
History and Development of the Company
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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 922,054 dwt and an age of approximately 14.7 years. In
February 2024, we entered into a bareboat charter agreement for a Kamsarmax dry bulk vessel, which is expected to be delivered to us between June and October 2024. Upon the delivery of this vessel, the Company’s operating fleet will consist of
nine dry bulk vessels, with an aggregate cargo carrying capacity of 1,004,289 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 (“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 have sold all four of these vessels as follows: (i) in October 2022, we sold the M/T Parosea and M/T Bluesea to an unaffiliated third-party for a gross sale price of $62.5 million;
(ii) in December 2022, we sold the M/T Minoansea to an unaffiliated third-party for a gross sale price of $39.0 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 March 28, 2024, 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 expires on December 31, 2024.
In October 2022, 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 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, to be financed through a combination of cash on hand and proceeds from the 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 Neptume 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, will be 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) 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 March 31, 2023, following the delivery of the M/V Oasea, 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 Oasea. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital
Resources—Sale and Leaseback Transactions—March 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, for the purpose of partly financing the acquisition cost of M/V Cretansea. For more information, see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources—Sale and Leaseback
Transactions—April 2023 Neptune Sale and Leaseback.”
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 is 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, will be 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 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 a 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."
Recent Developments
On January 10, 2024, we paid the previously announced quarterly cash dividend of $0.075 per share, for the third quarter of 2023.
On February 9, 2024, we entered into a new time charter agreement at an improved index linked rate with the existing charterer of the M/V Chrisea, an international
commodities trader, for a duration of about 12 to about 15 months. The charter will be in direct continuation from the current time charter agreement and is expected to commence in June 2024. All other terms of the time charter shall remain
materially the same.
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 will be paid on or about 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 initiated after December 31, 2023—Village
Seven Sale and Leaseback.”
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 will be renamed Nisea and is expected to be delivered to the Company between June and October 2024. The vessel will be chartered-in under an 18-month bareboat charter agreement, with a down payment of $7.5
million, at a daily charter rate of $8,000. 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 is 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.
On March 11, 2024, we entered into a term sheet for a $18.0 million
sale and leaseback transaction to finance the expected exercise of a $17.1 million purchase option, under the bareboat charter agreement of the M/V Synthesea. Under the term sheet, the vessel is expected to be sold and bareboat chartered back
for a seven-year period. The financing’s applicable interest rate will be 3-month term SOFR plus 2.70% per annum. Following the second anniversary of the bareboat charter, the Company will have continuous options to repurchase the vessel at
predetermined prices as set forth in the agreement. The charterhire principal will
amortize through eighty-four consecutive equal monthly installments of approximately $0.1 million along with a purchase option of $6.7 million at the expiration of the bareboat charter. At the end of the charter period, if the Company does not
exercise its purchase option, the lessor may exercise their put option. The transaction is subject to board and committee approvals and completion of definitive documentation, and is expected to close between April to July 2024.
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 will vest on September 27, 2024 and 167,500 shares will vest on March
27, 2025.
On March 27, 2024, the August 2022 EnTrust Facility was refinanced
with the Village Seven Sale and Leaseback. All obligations under the facility were irrevocably and unconditionally discharged pursuant to the deed of release dated March 27, 2024. For more information, see “Item 5. Operating and Financial
Review and Prospects – B. Liquidity and Capital Resources— Loan Arrangements —August
2022 EnTrust Facility.”
| 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 922,054 dwt and an age of approximately 14.7 years. In February 2024, we
entered into a bareboat charter agreement for a Kamsarmax dry bulk vessel, which is expected to be delivered to us between June and October 2024. Upon the delivery of this vessel, the Company’s operating fleet will consist of nine dry bulk
vessels, with an aggregate cargo carrying capacity of 1,004,289 dwt.
Our Current Fleet
The following table lists the vessel in our fleet as of the date of this annual report:
|
Vessel Name
|
Sector
|
Year
Built
|
Dwt
|
Flag
|
Yard
|
Type of
Employment
|
||||||
|
Goodship
|
Dry Bulk / Capesize
|
2005
|
177,536
|
Liberia
|
Mitsui
|
T/C Index Linked (1)
|
||||||
|
Tradership
|
Dry Bulk / Capesize
|
2006
|
176,925
|
Marshall Islands
|
Namura
|
T/C Index Linked (2)
|
||||||
|
Gloriuship
|
Dry Bulk / Capesize
|
2004
|
171,314
|
Marshall Islands
|
Hyundai
|
T/C Index Linked (3)
|
||||||
|
Oasea
|
Dry Bulk / Kamsarmax
|
2010
|
82,217
|
Marshall Islands
|
Tsuneishi
|
T/C Index Linked (4)
|
||||||
|
Cretansea
|
Dry Bulk / Kamsarmax
|
2009
|
81,508
|
Marshall Islands
|
Universal
|
T/C Index Linked (5)
|
||||||
|
Chrisea
|
Dry Bulk / Panamax
|
2013
|
78,173
|
Marshall Islands
|
Shin Kurushima
|
T/C Index Linked (6)
|
||||||
|
Synthesea
|
Dry Bulk / Panamax
|
2015
|
78,020
|
Liberia
|
Sasebo
|
T/C Index Linked (7)
|
||||||
|
Exelixsea
|
Dry Bulk / Panamax
|
2011
|
76,361
|
Marshall Islands
|
Oshima
|
T/C Index Linked (8)
|
(1) Chartered by a drybulk 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.
(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. On October 1, 2023, the charter period was extended for a period of about 11 to about 15 months and 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.
(3) Chartered by an international commodities trader and delivered to the charterer on March 14, 2023 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 two and 12 months priced at the prevailing Capesize
FFA for the selected period.
(4) Chartered by a major European charterer and delivered to the charterer on April 24, 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.
(5) Chartered by an international commodities trader and delivered to the charterer on May 1, 2023 for a period employment of about 12 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 between one and six months priced at the prevailing Panamax FFA for
the selected period.
(6) Chartered by an international commodities trader and delivered to the charterer on February 24, 2023 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 a period of minimum two months based on the prevailing Panamax FFA for the
selected period.
(7) 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.
(8) 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.
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. Existing Vessel Design Index, or EVDI, upgrades, and Energy Saving Devices (“ESDs”) installations, weather routing, slow steaming, ballast and trim optimization during the ballast voyage legs and frequent propeller
and hull cleaning policy constitute examples of the environmental practices our management team has deployed. Our fleet is fully equipped with Ballast Water Treatment Systems, while certain of our vessels are equipped with various ESDs like low
friction hull paints, Ducts, VFDs, Boss Cap fins. Moreover, we remain committed to sustainable business practices and social responsibility. Our ESG initiatives are integral to our business strategy, encompassing measures to mitigate
environmental impact, uphold social equity, and maintain strong governance standards. Notable efforts include the implementation of ESDs and other vessel upgrades to enhance efficiency and reduce emissions. Additionally, we prioritize the
well-being of our workforce through measures such as gender equality initiatives, 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 will expire on December 31, 2024. Unless three months’ notice of non-renewal is given by either party prior to the end of the current term, this agreement will automatically extend for additional
12-month periods. 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
Following the Spin-Off and up to April 1, 2023, we had appointed Seanergy Management for provision of certain commercial
management services. Information regarding this agreement with Seanergy Management and the associated fees payable by the Company in 2023 is provided below in “Item 7. Major Shareholders and Related Party Transactions.”. Seanergy Management had
sub-contracted certain commercial management services to (i) Fidelity for the dry vessels in our fleet, effective up to April 1, 2023, and (ii) Elite Tankship Pte Ltd (“Elite”) for the M/T Epanastasea, effective up to her sale to the new owners
in August 2023. Pursuant to these agreements, we were paying to Fidelity commission fees equal to 0.15% calculated on the collected gross hire/freight/demurrage and to Elite a commission fee of 2.5%
on freight, deadfreight and demurrage arising from or in connection with the employment of the vessel.
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
Chrisea, M/V Oasea 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 2023, 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 Oasea and M/V Cretansea. In relation to the M/V Goodship, we were paying to Seanergy Shipmanagement a fixed management fee of $10,000 in 2023 and up to March 17, 2024.
Furthermore, we have appointed V. Ships as the technical managers of the M/Vs Tradership, Synthesea and Exelixsea. V. Ships’
services are provided at a fixed monthly management fee of $10,000 per vessel. In 2023 we were paying to V.Ships fixed management fees of $9,625 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
Oasea, Chrisea, Cretansea and the M/V Gloriuship at monthly rates equal to $2,170 per vessel. In addition, since March 18, 2024 V.Ships Greece provides crew management services to the M/V Goodship 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. These third-party managers will be supervised by the Managers.
Employment of Our Fleet
As of the date of this annual report, our three Capesize vessels are employed on time charters whose daily rates are linked to the
BCI. Our three Panamax vessels and our two Kamsarmax vessels, are employed on time charters whose daily rates are linked to the BPI. 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. 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 are 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 vessel size categories. The volume and pattern of trade in a small number of
commodities (major bulks) affect demand for larger dry bulk 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 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 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.
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, since June, 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 to date, dry bulk vessel prices have been following a significant upswing due to resilient ton-mile demand, limited effective supply of vessels and
modest orderbook.
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.
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 regulations 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 has 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.
Resolution A.1049(27) adopted on November 30, 2011 by IMO, and its amendments thereafter, requires all bulk carriers of 500 gt and
above, having single-side skin construction and double-side skin construction, regardless of the width of the wing space, and all oil tankers of 500 gt and above, having double hull construction and other than double-hull construction, to
complete a survey planning questionnaire and to prepare an Enhanced Survey Programme (ESP), at least six months in advance of the special survey, which will have to be approved by the subject ship’s Classification Society. Effective July 1, 2024,
amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 will become effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk
carriers and oil tankers.
The ESP, as approved by the ship’s Classification Society, is being used as a guideline for shipping companies and owners to
prepare their ships for special surveys to maintain the safety of the vessel while at sea or at a port and includes sections related to the thickness measurements of the ship, the use and extent of the ship’s coatings and tank pressure testing,
among other sections.
We may need to make certain financial expenditures to comply with these and future 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 became effective in April 2022, and revise, 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. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.
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. Ocean-going vessels in these areas are subject to stringent emission controls. Recently at the
MEPC78, the IMO approved a proposal for a new ECA for the Mediterranean Sea as a whole. These amendments will enter into force on May 1, 2024, however ships operating in this ECA will be exempted from
compliance with the 0.1% m/m sulfur content standard for fuel oil until July 1, 2025. If other ECAs are approved by the IMO (e.g., in Japan and around the whole of the EU
waters), 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.
Amended Annex VI also establishes 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 (also known as NECAs) 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 intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to
reduce greenhouse gas emissions from ships, as discussed further below.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required
to develop and implement 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. Additionally, MEPC 75 adopted amendments to MARPOL Annex VI bringing forward the effective date of the EEDI’s “phase 3” requirements to April
1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers.
Additionally, MEPC 76 adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include
methodology for calculating the ship’s attained annual operation CII and the required annual operational CII, on or before June 1, 2023. MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy
fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion
that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic.
MEPC 79 adopted amendments to 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 will become 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. MEPC 81 will take place in
spring 2024 in which the IMO will decide on the market-based mechanism to reach the emission reduction targets– either through a global emissions trading scheme for shipping or a global carbon levy.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that
could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.
Safety Management System Requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of
Limitation of Liability for Maritime Claims, 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 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.
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 our vessels for which the certificates are required by the IMO. The document of compliance and safety management
certificate are renewed as required.
Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must
have adequate strength, integrity, and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016, set for application to new oil tankers and bulk
carriers. The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers 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. Effective July
1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, 2011 will become effective, addressing inconsistencies on examination of ballast tanks at annual surveys for
bulk carriers and oil tankers.
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 which took effect on January 1, 2020, also reflect the latest material from the UN
Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups; and (3) special provisions for carriage of lithium batteries and of vehicles powered by
flammable liquid or gas. Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon 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 on January 1, 2024.
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 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The
BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and
an international ballast water management certificate.
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different
Protocols in 1976, 1984, and 1992, and amended in 2000, the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for
pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency
unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s
actual fault and under the 1992 Protocol where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to
maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the
required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. We will ensure that our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force as required
by law.
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. MEPC 76 adopted amendments to the Anti-fouling Convention to include controls on the biocide cybutryne; ships shall not apply
or re-apply anti-fouling systems containing that substance starting January 1, 2023. The amendments require ships to remove this substance or apply a coating to anti-fouling systems with this substance, at the next scheduled renewal of the
anti-fouling system after January 1, 2023.
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, our vessels are 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
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:
| (i) |
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
|
| (ii) |
injury to, or economic losses resulting from, the destruction of real and personal property;
|
| (iii) |
loss of subsistence use of natural resources that are injured, destroyed or lost;
|
| (iv) |
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;
|
| (v) |
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
|
| (vi) |
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.
|
OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs. On December 23, 2022, the
USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons to the greater of $2,500 per gross ton or $21,521,300; for a single-hull tank vessel, over 3,000 gross tons to the greater of
$4,000 per gross ton or $29,591,300; and for a non-tank vessel, over 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, the BSEE released a final Well Control Rule, which eliminated a number of provisions which could affect offshore drilling operations. Compliance with any new
requirements of OPA 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 our vessel. 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 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 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 is intended to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the
commercial vessel community. The 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.
Comments to the Supplemental Notice were due by December 18, 2023. Under VIDA, all provisions of the 2013 VGP and USCG ballast water regulations remain in force and effect as currently written until the EPA publishes standards. 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 US 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 29 April 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 1 March 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 April 2023, 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. There are two key initiatives relevant to maritime arising from the proposals: (a) a bespoke emissions trading scheme for the maritime sector (Maritime ETS) which
commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 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. More specifically, following trialogue negotiations and
a vote in December 2023, the EU’s legislative bodies have reached an agreement on Maritime ETS. Maritime ETS applies fully to 5,000 GT ships transporting cargo or passengers for commercial purposes on a phased basis. This means that shipping
companies will have to surrender 40% of allowances for 2024 in the year 2025; 70% of allowances for 2025 in the year 2026; and 100% of allowances for the year 2026 in the year 2027 and pay for emissions for the previous compliance year.
Furthermore, the scope of emissions will now include not only CO2 but also methane and nitrous oxides with a view to widening the list of greenhouse gases from 2026. The size of ships falling within ETS will also be expanded from 2027 to include
ships between 400 GT and 5,000 GT. Offshore ships will be included from 2027. 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). The EU Parliament also voted to
approve an amendment for 100% of non-EU emissions to be caught if the IMO does not introduce a global market-based measure by 2028. Maritime allowances will be auctioned and there will be no free allocation. The FuelEU regulation was passed into
law on July 25, 2023 and will apply from January 1, 2025.
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. The Convention was recently ratified and is due to enter into force on June 26, 2025. 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. As the Hong Kong Convention has yet to come into force, 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.
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.
On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have
18 months 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 for financial years starting in 2024 to large EU and non-EU undertakings subject to certain financial and employee thresholds being met. New systems, 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.
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. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27
nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which
entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The United States rejoined the Paris Agreement in February 2021.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on
reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. At MEPC 80 in July 2023, the 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 implementation of further phases of energy efficiency 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 emissions by or around 2050. These regulations could cause us to incur
additional substantial expenses.
IMO’s MEPC 76 adopted amendments to Annex VI that will require ships to reduce their greenhouse gas emissions. Effective January
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 (CII). MEPC 76 also adopted guidelines to support implementation of the amendments. The EEXI is part of the technical approach taken by IMO to improve the operational efficiency of existing
ships. The EEXI measures apply to newbuild ships and all existing ships above 400 GT and CII requirements apply to all ships of 5,000 GT or above. Ships to which the regulation applies will be required to calculate EEXI value of each individual
ship (i.e., attained EEXI) and the value shall be equal to or less than the allowable maximum value (i.e., required EEXI). Furthermore, if attained EEXI cannot satisfy the required EEXI, the ship should implement any countermeasures, such as
shaft/engine power limitation, retrofitting energy saving devices, etc. These amendments are in line with the IMO Greenhouse gas strategy of reducing the carbon intensity of shipping to at least 40% by 2030 & 70% by 2050 compared to 2008
levels and require ships to incorporate a technical and operational approach to reduce carbon intensity and total Greenhouse gas emissions. 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 will become effective May 1, 2024.
This means that the first annual reporting was to be completed in 2023, with the first rating to be awarded in 2024. The CII
regulations state that a ship rated D for three consecutive years or E for one year will be required to submit a corrective action plan (CAP) showing how C or above will be achieved. Enforcement is expected to become more stringent from 2026 when
the CII regulations are expected to be reviewed by the IMO.
As noted above, the 70th MEPC meeting in October 2016 adopted a mandatory data collection system (DCS) 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.
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.
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 is expected to come into effect on January 1, 2025. The ETS is to apply 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 to be 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 has assumed all duties and responsibilities for the ship under the ISM Code, as well as the
responsibility for full compliance under 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 Emissions Trading Directive 2023/959/EC 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, especially if other
shipping companies are similarly looking to do the same. New systems, 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. The 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.
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, effectively 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.
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. Our vessels are certified as being “in class” by their
respective Classification Societies.
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 mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the
exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as
customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates.
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 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 million up to, currently, approximately $8.9 billion. As a member of a P&I Association, 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 our vessels operate, the nationality of the vessels’ 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, 2023 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 year ended December 31, 2023, 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. |
Operating Results
|
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 of United Maritime Corporation
|
(In thousands of U.S. Dollars, except for share and per share data)
|
Change
|
|||||||||||||||
|
Year ended December
31, 2023
|
For the period from
January 20, 2022
(date of inception) through
December 31, 2022
|
Amount
|
%
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Vessel revenue, net
|
36,067
|
22,784
|
13,283
|
58
|
%
|
|||||||||||
|
Expenses:
|
||||||||||||||||
|
Voyage expenses
|
(3,107
|
)
|
(5,245
|
)
|
2,138
|
(41
|
)%
|
|||||||||
|
Vessel operating expenses
|
(20,338
|
)
|
(5,179
|
)
|
(15,159
|
)
|
293
|
%
|
||||||||
|
Management fees-related party
|
(1,421
|
)
|
(285
|
)
|
(1,136
|
)
|
399
|
%
|
||||||||
|
Management fees
|
(545
|
)
|
(241
|
)
|
(304
|
)
|
126
|
%
|
||||||||
|
General and administration expenses
|
(6,018
|
)
|
(5,524
|
)
|
(494
|
)
|
9
|
%
|
||||||||
|
Depreciation and amortization
|
(9,363
|
)
|
(1,903
|
)
|
(7,460
|
)
|
392
|
%
|
||||||||
|
Gain on sale of vessel, net
|
11,804
|
36,095
|
(24,291
|
)
|
(67
|
)%
|
||||||||||
|
Operating income
|
7,079
|
40,502
|
(33,423
|
)
|
(83
|
)%
|
||||||||||
|
Other income / (expenses), net:
|
||||||||||||||||
|
Interest and finance costs
|
(7,183
|
)
|
(2,452
|
)
|
(4,731
|
)
|
193
|
%
|
||||||||
|
Interest and other income
|
542
|
39
|
503
|
1,290
|
%
|
|||||||||||
|
Loss on extinguishment of debt
|
(85
|
)
|
(593
|
)
|
508
|
(86
|
)%
|
|||||||||
|
Other, net
|
(132
|
)
|
(6
|
)
|
(126
|
)
|
2,100
|
%
|
||||||||
|
Total other expenses, net:
|
(6,858
|
)
|
(3,012
|
)
|
(3,846
|
)
|
128
|
%
|
||||||||
|
Net income
|
221
|
37,490
|
(37,269
|
)
|
(99
|
)%
|
||||||||||
|
Net income attributable to common stockholders
|
126
|
35,086
|
(34,960
|
)
|
(100
|
)%
|
||||||||||
|
Net income per common share
|
||||||||||||||||
|
Basic
|
0.02
|
7.79
|
||||||||||||||
|
Diluted
|
0.02
|
4.92
|
||||||||||||||
|
Weighted average number of common shares outstanding
|
||||||||||||||||
|
Basic
|
8,359,487
|
4,503,397
|
||||||||||||||
|
Diluted
|
8,359,487
|
7,299,561
|
||||||||||||||
Results of Operations of United Maritime Predecessor
|
(In thousands of U.S. Dollars)
|
For the period
from January 1,
2022 through July
5, 2022
|
|||
|
Revenues:
|
||||
|
Vessel revenue, net
|
2,327
|
|||
|
Expenses:
|
||||
|
Voyage expenses
|
(440
|
)
|
||
|
Vessel operating expenses
|
(1,100
|
)
|
||
|
Management fees – related party
|
(136
|
)
|
||
|
Management fees
|
(66
|
)
|
||
|
General and administrative expenses
|
(341
|
)
|
||
|
Depreciation and amortization
|
(667
|
)
|
||
|
Operating loss
|
(423
|
)
|
||
|
Other (expenses) / income, net:
|
||||
|
Interest and finance costs
|
(324
|
)
|
||
|
Other, net
|
10
|
|||
|
Total other expenses, net
|
(314
|
)
|
||
|
Net loss
|
(737
|
)
|
||
Year ended December 31, 2023 as compared to Period from July 5, 2022 through December 31, 2022 (2022 Company
Period) and Period from January 1, 2022 through July 5, 2022 (2022 Predecessor Period)
Vessel Revenue, Net – Vessel revenue, net increased by $11.0 million or 44% in 2023 and is mainly attributable to the increase in the size of our fleet resulting to an increase of operating days from 726 days in 2022 to 2,143 days in
2023. This increase was partially offset by a decrease in TCE rate in 2023 compared of that of 2022. Please see the reconciliation of TCE rate 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 $3.1 million in 2023 and $5.7 million in 2022. The decrease is attributed to the 114 operating days that our fleet was chartered in the spot market in 2022 compared to 44 days in 2023, during which such
expenses are borne by the owners. The decrease was partially offset by the increase in bunkers’ consumption during the ballast period until the delivery of the vessels to the charterers and the
increased brokerage commission as a result of the increase in the size of our fleet.
Vessel Operating Expenses – Vessel operating expenses amounted to $20.3 million in 2023 and $6.3 million in 2022. The increase is primarily attributable to the increase in ownership days from 800 ownership days in 2022 to 2,339 in 2023.
Management Fees – related party – Management fees to related party amounted to $1.4 million in 2023 and $0.4 million in 2022. The increase is related to the increase in ownership days for vessels that were under related parties’ management, from 365
days in 2022 to 1,208 days in 2023.
Management Fees – Management fees amounted to $0.5 million in 2023 and $0.3 million in 2022. The increase in 2023 is attributable to the increase in ownership days for vessels under third party management from 435 days in 2022 to 1,131 days in 2023.
General and Administrative Expenses – General and administrative expenses amounted to $6.0 million and $5.9 million in 2023 and 2022, respectively.
Depreciation and amortization – Depreciation and amortization amounted to $9.4 million in 2023 and $2.6 million in 2022. The increase is attributable to the increase in
ownership days from 800 days in 2022 to 2,339 days in 2023. Three vessels underwent drydocking in 2023.
Gain on sale of vessels – The gain of $11.8 million recorded in the year ended December 31, 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. The gain of $36.1 million in the year ended December 31, 2022 is attributable to the sale of three tanker vessels. An aggregate $1 million commission fee was paid to Seanergy Management for
the sale of the tankers in 2022, which was offset against the respective gain.
Interest and Finance Costs – Interest and finance cost amounted to $7.2 million in 2023 and $2.8 million in 2022. The increase is attributable to the financing obtained for the vessels Oasea, Cretansea, Gloriuship, Tradership and Goodship and
the increase of the weighted average interest rate on our outstanding debt from approximately 7.9% in 2022 to 8.7% in 2023.
Interest and Other Income – Interest and other income amounted to $0.5 million in 2023 and $0.04 million in 2022. The increase is attributed to the improved rates earned in 2023 from our time deposits.
Loss on extinguishment of debt – The loss in the year ended December 31, 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. The loss in the year ended December 31, 2022 is attributable to the early prepayment of the EnTrust facility tranches associated with the tankers sold in the
year.
Please see Item 5.A of our Form 20-F filed with the Commission on April 4, 2023 for a discussion of the
year-to-year comparison between 2022 and 2021.
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, 2023, we did not have any contractual obligations other than the loan agreements, finance leases, other
financial liabilities and capital expenditures for vessels acquisitions described below. In January 2024, we distributed $0.7 million as a quarterly cash dividend to our common shareholders. On
February 19, 2024, we declared a cash dividend of $0.075 per share for the fourth quarter of 2023. The quarterly dividend will be paid on or about April 10, 2024 to all shareholders of record as of March 22, 2024.
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 will be renamed Nisea and is expected to be delivered to the Company between June and October 2024. The vessel will be chartered-in under an 18-month bareboat charter agreement, with a down payment of $7.5 million,
at a daily charter rate of $8,000. 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 is 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.
On March 11, 2024, we entered into a term sheet for a $18.0 million
sale and leaseback transaction to finance the expected exercise of a $17.1 million purchase option, under the bareboat charter agreement of the M/V Synthesea. Under the term sheet, the vessel is expected to be sold and bareboat chartered back
for a seven-year period. The financing’s applicable interest rate will be 3-month term SOFR plus 2.70% per annum. Following the second anniversary of the bareboat charter, the Company will have continuous options to repurchase the vessel at
predetermined prices as set forth in the agreement. The charterhire principal will
amortize through eighty-four consecutive equal monthly installments of approximately $0.1 million along with a purchase option of $6.7 million at the expiration of the bareboat charter. At the end of the charter period, if the Company does not
exercise its purchase option, the lessor may exercise their put option. The transaction is subject to board and committee approvals and completion of definitive documentation, and is expected to close between April to July 2024. The Company is
currently evaluating financing alternatives to finance the expected exercise of a $12.6 million purchase option under the bareboat charter agreement of the M/V Chrisea. The Company's management believes that securing financing for the M/V
Chrisea purchase option is probable.
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 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.
As at December 31, 2023, working capital deficit amounted to $34.0 million, which is mainly driven from repayments due by December
31, 2024 of (i) $9.3 million due under our long-term debts and other financial liabilities and (ii) $31.4 million due under our finance lease liabilities.
Cash Flows of United Maritime Corporation
|
Year
ended
December
31, 2023
|
From the
date of inception
(January
20, 2022)
through
December
31, 2022
|
|||||||
|
Cash Flow Data:
|
||||||||
|
Net cash (used in) / provided by operating activities
|
(6,228
|
)
|
7,875
|
|||||
|
Net cash (used in) / provided by investing activities
|
(59,138
|
)
|
6,488
|
|||||
|
Net cash provided by financing activities
|
9,935
|
55,569
|
||||||
Cash and cash equivalents and restricted cash, non-current, as of December 31, 2023 were $14.5 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 used in operating activities for the year ended December 31, 2023 amounted to $6.2 million. Net cash provided by
operating activities in the period from inception date (January 20, 2022) through December 31, 2022 amounted to $7.9 million. The decrease is primarily attributable to the increased predelivery operating expenses due to delivery of seven vessels
during 2023 and drydocking costs, as three vessels underwent for drydocking in 2023.
Net Cash from Investing Activities
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 payments 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 provided by investing activities in the period from inception date (January 20, 2022) through December 31, 2022 was $6.5 million and represents $100.0 million proceeds received from the sale of three tanker vessels
(M/Ts Bluesea, Parosea and Minoansea). The inflows were partially offset by an amount of $80.8 million paid in respect with the acquisition of four tanker vessels (M/Ts Bluesea, Parosea, Minoansea and Epanastasea) and $12.7 million advances paid
for the acquisitions of two Capesize vessels (M/Vs Goodship and Tradership).
Net Cash from Financing Activities
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. Net cash provided by financing activities in the period from inception date (January 20, 2022) through December 31, 2022 was $55.6 million. The 2022 cash inflows
resulted mainly from $73.0 million proceeds from long term debt, $25.0 million proceeds from issuance of common stock and warrants and $10 million proceeds from issuance of Series C preferred shares. The inflows were partially offset by $34.8
million repayments of long-term debt, $10.5 million from the redemption of Series C preferred shares, $6 million payments for repurchases of common stock, $0.9 million payments of financing and stock issuance costs and $0.2 million dividends
paid on Series C preferred shares.
Cash Flows of United Maritime Predecessor
Cash and cash equivalents as at July 5, 2022 was $0.4 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 in U.S.
dollars.
Net Cash used in Operating Activities
Net cash used in operating activities in the period from January 1, 2022 to July 5, 2022 amounted to $0.6 million.
Net Cash used in Investing Activities
Net cash used in investing activities was $0.5 million for the period from January 1, 2022 to July 5, 2022 and relates to
enhancement of vessel’s performance.
Net Cash provided by in Financing Activities
Net cash provided by financing activities was $0.7 million for the period from January 1, 2022 to July 5, 2022 and related to an
inflow of $1.3 million from the Parent and was partially offset by $0.6 million related to long term debt repayments.
Prior to the Spin-Off, as part of Seanergy, United Maritime Predecessor was dependent upon Seanergy for all
of its working capital and financing requirements, as Seanergy uses a centralized approach to cash management and financing of its operations. Financial transactions relating to United Maritime Predecessor are accounted for through the Seanergy
equity account. Accordingly, none of Seanergy’s cash, cash equivalents or debt at the corporate level were assigned to the United Maritime Predecessor in the financial statements prior to Spin-Off.
Please see Item 5.A of our Form 20-F filed with the Commission on April 4, 2023 for a discussion of the
year-to-year comparison between 2022 and 2021.
Loan Arrangements
Loan Facilities repaid during the years ended 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% 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.
Loan Facilities repaid after December 31, 2023
August 2022 EnTrust Facility
In August 2022, we entered into a secured loan facility of $63.6 million (the “August 2022 EnTrust 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 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 9.0% 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 2023 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.
As of December 31, 2023, the total amount outstanding under this facility was $13.0 million.
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
Sale and Leaseback Activities initiated during the year ended 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 Maritime Leasing Ltd. (“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 has continuous options to repurchase the vessel throughout the duration of the charter, while at the end of the five-year bareboat period, it has the obligation to
repurchase 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 sixty consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of
$6.4 million due in March 2028. The applicable interest rate is 3-month Term SOFR plus 4.25% per annum.
As of December 31, 2023, the outstanding charterhire principal was
$11.4 million.
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, 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 sixty consecutive monthly installments of approximately $0.1 million each along with a purchase obligation of $6.4 million due in April
2028. The applicable interest rate is 3-month Term SOFR plus 4.25% per annum.
As of December 31, 2023, the outstanding charterhire principal was
$11.5 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 3.3% per annum.
As of December 31, 2023, the aggregate charterhire principal was $30.0 million.
Sale and Leaseback Transactions initiated after December 31, 2023
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 will amortize through forty-eight consecutive monthly installments of $0.2 million paid in advance, which could extend to seventy-two 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.
| 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. Over the course of 2023, the BDI registered a low of 530 on February 16, 2023 and a high of 3,346 on December 4, 2023.
Since the financial crisis in 2008 the performance of the shipping indexes has been characterized by high volatility, as the
growth in the size of the world fleet outpaced growth in vessel demand for an extended period of time.
Specifically, in the period from 2010 to 2023, the size of the dry bulk fleet in terms of deadweight tons grew by an annual
average of about 5% while the corresponding growth in demand for dry bulk carriers grew by 3%, resulting in a drop of about 50% in the value of the BDI over the period. In 2023, the total size of the dry bulk fleet rose by about 3.1%, compared to
demand growth of 5.2%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 2.3% in 2024, compared to expected demand growth of 1.5%.
Meanwhile, the wars between Russia and Ukraine and between Israel and Hamas have amplified the volatility in the dry bulk market
with the BDI ranging since the beginning of the year between 1,308 and 2,419. The effect of the invasion of Ukraine was mildly positive for the dry bulk market in the first half of 2022, yet the overall longer-term effect remains uncertain.
In addition, the continuing war in Ukraine 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. As described above, the initial effect of the invasion in Ukraine on the dry bulk freight market ranged from
neutral to positive, despite the short-term volatility in charter rates and increases on specific items of operating costs, mainly in the context of increased crew costs. If these conditions are sustained, the longer-term net impact on the dry
bulk freight market and our business would be difficult to predict. Meanwhile, inflationary trends have not, and we do not expect them to have, a material impact on our results of operations. However, such trends may have unpredictable
consequences, and contribute to instability in global economy, a decrease in supply or cause a decrease in worldwide demand for certain goods and, thus, shipping. Regarding the possible impact of supply chain disruptions that have or may emanate
from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future. The trading patterns of our vessels do not currently involve calling at Russian or Ukrainian ports, while on
the other hand our suppliers and service providers have so far not been subject to any restrictions or disruptions in their operations. However, one potential area of impact has to do with the crewing of our vessels, as Ukraine and Russia are
major crewing hubs for the shipping industry. As a result, disruptions and increased costs might be encountered in sourcing crew members for our fleet, which however would be a general issue for the shipping industry and we would not expect to
materially impact our competitive position in the market.
Following the outbreak of the 2023 Israel–Hamas war, missile attacks by the Houthis have been reported at vessels passing off
Yemen's coast in the Red Sea in December 2023. This has caused several vessels to divert via the Cape of Good Hope in South Africa, in order to avoid transiting the Red Sea. The initial effect of Red Sea tensions on the dry bulk market has been
positive for the dry bulk market as the longer route via Cape of Good Hope is absorbing more vessels, thereby reducing supply. Looking forward, it is impossible to predict the course of this conflict and whether there would be any serious
escalation emanating from the current state of affairs. Similar to the war in Ukraine, we believe that a generalized conflict involving several Middle Eastern nations would possibly result in higher inflation and possibly slower economic growth,
which could potentially have an adverse effect on the demand for dry bulk commodities. To the extent that Red Sea tensions remain contained to the region, the effects on the dry bulk market could be similar to what we have seen so far. Apart from
the effect on the dry bulk market, the current situation presents a significant safety hazard for all vessels transiting the Red Sea, and could ultimately potentially result in heavy damage being sustained due to successful missile strikes.
Although inflation has had a moderate impact on our vessel operating expenses and corporate overheads, management does not
consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few
years. Maritime transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a
shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.
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 for our vessels comprising 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.
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. The shipping industry uses
available days to measure the aggregate number of days in a period during which vessels are available to generate revenues.
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 was 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.
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 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 fixed 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.
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, 2023
|
For the period from
January 20, 2022
(date of inception)
to December 31, 2022
|
||||||
|
Ownership days
|
2,339
|
614
|
||||||
|
Available days
|
2,200
|
614
|
||||||
|
Operating days
|
2,143
|
610
|
||||||
|
Fleet utilization
|
91.6
|
%
|
99.3
|
%
|
||||
|
Average Daily Results:
|
||||||||
|
TCE rate(1)
|
$
|
15,380
|
$
|
28,752
|
||||
|
Daily Vessel Operating Expenses(2)
|
$
|
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, 2023
|
For the period from
January 20, 2022
(date of inception)
to December 31, 2022
|
|||||||
|
Vessel revenue, net
|
$
|
36,067
|
$
|
22,784
|
||||
|
Voyage expenses
|
$
|
(3,107
|
)
|
$
|
(5,245
|
)
|
||
|
Time charter equivalent revenues
|
$
|
32,960
|
$
|
17,539
|
||||
|
Operating days
|
2,143
|
610
|
||||||
|
TCE rate
|
$
|
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)
|
United Maritime
Corporation
|
|||||||
|
Year ended
December 31, 2023
|
For the period from
January 20, 2022
(date of inception) to
December 31, 2022
|
|||||||
|
Vessel operating expenses
|
20,338
|
5,179
|
||||||
|
Pre-delivery expenses
|
(4,291
|
)
|
(718
|
)
|
||||
|
Vessel operating expenses before pre-delivery expenses
|
$
|
16,047
|
$
|
4,461
|
||||
|
Ownership days
|
2,339
|
614
|
||||||
|
Daily Vessel operating expenses
|
$
|
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 and cost of any
equipment not yet installed 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) 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, 2023 and 2022.
Historically, the market values of vessels have experienced
volatility, which from time to time may be substantial. As a result, the charter-free market value of 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 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, 2023 and December 31, 2022, 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 and costs of any equipment not yet installed. The
difference between the carrying value of our vessels or right-of use assets and their market value of $5.5 million and $3.1 million, as of
December 31, 2023 and 2022, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessel, 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, 2023 and 2022. For purposes of this calculation, we assumed that the vessel would be sold at a price that reflected our estimate of their
charter-free market value as of December 31, 2023 and 2022.
|
|
Carrying value plus unamortized dry-docking costs
and cost of any equipment not yet installed as of
(in millions of U.S. dollars)
|
||||||||||||||
|
Vessel
|
Year
Built
|
Dwt
|
December 31,
2023
|
|
December 31,
2022
|
||||||||||
|
Gloriuship
|
2004
|
171,314
|
15.9
|
*
|
17.6
|
*
|
|||||||||
|
Goodship
|
2005
|
177,536
|
16.2
|
-
|
|||||||||||
|
Tradership
|
2006
|
179,925
|
20.0
|
*
|
-
|
||||||||||
|
Oasea
|
2010
|
82,217
|
18.7
|
-
|
|||||||||||
|
Cretansea
|
2009
|
81,508
|
18.9
|
*
|
-
|
||||||||||
|
Chrisea
|
2013
|
78,173
|
21.5
|
*
|
-
|
||||||||||
|
Synthesea
|
2015
|
78,020
|
26.2
|
*
|
-
|
||||||||||
|
Exelixsea
|
2011
|
76,361
|
17.6
|
-
|
|||||||||||
|
Epanastasea
|
2008
|
109,647
|
-
|
20.3
|
|||||||||||
|
TOTAL
|
155.0
|
37.9
|
|||||||||||||
| * |
Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2023 and 2022, the basic charter-free market value was lower than the vessel’s
carrying value or right-of use assets plus unamortized dry-docking costs and cost of any equipment not yet installed.
|
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, 2023, 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. 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 24% for Capesize vessels and 13% for Panamax and Kamsarmax vessels, we would not require to recognize impairment for
the year ended December 31, 2023.
| ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
| 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
|
|
52
|
Chairman, Chief Executive Officer & Director
|
|
C
|
|
|
Stavros Gyftakis
|
|
45
|
Chief Financial Officer & Director
|
|
B
|
|
|
Christina Anagnostara
|
|
53
|
Director*
|
|
A
|
|
|
Ioannis Kartsonas
|
|
52
|
Director*
|
|
A
|
|
|
Dimitrios Kostopoulos
|
|
49
|
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 2024, 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 3.1 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 advisor of ETFMG (the manager of the NYSE listed BDRY and BSEA) 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 18 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 June 2017 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.
As a foreign private issuer listed on the Nasdaq Capital Market, we are required to disclose certain self-identified diversity
characteristics about our directors pursuant to Nasdaq’s board diversity and disclosure rules approved by the Commission in August 2021. The Board Diversity Matrix set forth below contains the requisite information as of the date of this annual
report.
|
Board Diversity Matrix (As of March 28, 2024)
|
||||
|
To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers
|
||||
|
Country of Principal Executive Offices
|
Greece
|
|||
|
Foreign Private Issuer
|
Yes
|
|||
|
Disclosure Prohibited under Home Country Law
|
No
|
|||
|
Total Number of Directors
|
5
|
|||
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose Gender
|
|
|
Part I: Gender Identity
|
||||
|
Directors
|
1
|
4
|
0
|
0
|
|
Part II: Demographic Background
|
||||
|
Underrepresented Individual in Home Country Jurisdiction
|
0
|
|||
|
LGBTQ+
|
0
|
|||
|
Did Not Disclose Demographic Background
|
0
|
|||
| B. |
Compensation
|
For the year ended December 31, 2023, 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, while 100,500 shares will vest on September 27, 2024 and 167,500 shares will vest on March 27, 2025.
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.
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 two 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.
| 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 9,012,456 common shares outstanding as of March 28,
2024. 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)
|
918,912
|
10.2
|
%
|
||||||
|
Dimitrios Kostopoulos
|
210,000
|
2.3
|
%
|
||||||
|
Stavros Gyftakis
|
|
195,011
|
2.2
|
%
|
|||||
|
Christina Anagnostara
|
|
195,000
|
2.2
|
%
|
|||||
|
Ioannis Kartsonas
|
|
56,018
|
0.6 | % |
|||||
|
Directors and officers as a group (5 individuals)
|
|
1,574,941
|
17.5
|
%
|
|||||
| (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 March 28, 2024, we had 26 shareholders of record, five of which were located in the United States holding an aggregate of approximately 8,294,720 of our common shares, representing
approximately 92.0% 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 8,269,548 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 will expire
on December 31, 2024. Unless three months’ notice of non-renewal is given by either party prior to the end of the current term, this agreement will automatically extend for additional 12-month periods. 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 Goodship, the M/V Chrisea, the M/V Oasea and the M/V Cretansea. The technical management agreements provide for a fixed
management fee of $14,000 per month per vessel. In 2023 up until March 17, 2024 we paid a monthly fee of $10,000 to Seanergy Shipmanagement for the M/V Goodship.
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 22, 2023, we announced 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, which was paid on April 6, 2023 to all shareholders of record as of March 22, 2023. On July 6, 2023, we paid a quarterly dividend of $0.075 per common share, for the first quarter of 2023, to all shareholders of record as of June
22, 2023. On October 6, 2023, we paid a quarterly dividend of $0.075 per share, for the second quarter of 2023, to all shareholders of record as of September 22, 2023. On January 10, 2024 we paid a cash dividend of $0.075 per share for the third
quarter of 2023 to all shareholders of record as of December 22, 2023. On February 19, 2024, we declared a cash dividend of $0.075 per share for the fourth quarter of 2023 payable on or about April 10, 2024 to all shareholders of record as of
March 22, 2024.
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.
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 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:
| • |
an individual citizen or resident of the United States;
|
| • |
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;
|
| • |
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
|
| • |
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.
|
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:
| • |
financial institutions or “financial services entities”;
|
| • |
broker-dealers;
|
| • |
taxpayers who have elected mark-to-market accounting for U.S. federal income tax purposes;
|
| • |
tax-exempt entities;
|
| • |
governments or agencies or instrumentalities thereof;
|
| • |
insurance companies;
|
| • |
regulated investment companies;
|
| • |
real estate investment trusts;
|
| • |
certain expatriates or former long-term residents of the United States;
|
| • |
persons that actually or constructively own 10% or more (by vote or value) of our shares;
|
| • |
persons that own shares through an “applicable partnership interest”;
|
| • |
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”;
|
| • |
persons that hold our common shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
|
| • |
persons whose functional currency is not the U.S. dollar.
|
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 arrangements 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:
| • |
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
|
| • |
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.”
|
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 did not satisfy the 50% Ownership Test for our 2023 taxable year. Furthermore, 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.
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), 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 threshold: (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 2023. Furthermore, based on our analysis of our shareholdings during 2023 (Schedule 13G and Schedule 13D filings with the Commission), we believe that we
satisfied the Publicly-Traded Test for our 2023 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:
| • |
we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
| • |
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.
|
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 earning 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 expected to be 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:
| • |
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
|
| • |
at least 50% of the average value of the assets held by us during such taxable year produce, or is held for the production of, passive income.
|
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 upon our current and anticipated method of operations, we believe that we should not be treated as a PFIC, and do not expect
to be a PFIC in the future. Although there is no legal authority directly on point, our determination is based in part 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 for other tax
purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. 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:
| • |
the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common shares;
|
| • |
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
|
| • |
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.
|
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:
| • |
fails to provide an accurate taxpayer identification number;
|
| • |
is notified by the IRS that backup withholding is required; or
|
| • |
fails in certain circumstances to comply with applicable certification requirements.
|
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. 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.
| F. |
Dividends and paying agents
|
Not applicable.
| G. |
Statement by experts
|
Not applicable.
| H. |
Documents on display
|
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.
| I. |
Subsidiary information
|
Not applicable.
|
J.
|
ANNUAL REPORT TO SECURITY HOLDERS.
|
We are currently not required to provide an annual report to security holders in response to the requirements of Form 6-K.
Interest Rate Risk
We are exposed to risks associated with changes in interest rates
relating to our unhedged variable–rate sale and leaseback transactions, 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, 2023, we had aggregate variable-rate borrowings of $52.8 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, 2023, as to a 100-basis point increase in
Term SOFR and reflects the additional interest expense.
|
Year
|
Amount (in $ thousands)
|
|
2024
|
508
|
|
2025
|
434
|
|
2026
|
360
|
|
2027
|
155
|
|
2028
|
40
|
|
Total
|
1,497
|
Foreign Currency Exchange Rate Risk
We generate all of our revenue in U.S. dollars. Approximately a quarter of our operating expenses and less than half of our
general and administration expenses (approximately 37% in 2023) 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.
PART II
| 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) assessed the effectiveness of the design and operation of
the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this annual report as of December 31, 2023. 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 December 31, 2023.
| 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, 2023, 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, 2023.
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]
|
| ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
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.
| ITEM 16B. |
CODE OF ETHICS
|
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.
| ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
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:
|
2023
|
2022
|
|||||||
|
Audit fees
|
$
|
193,000
|
$
|
172,000
|
||||
|
Audit related fees
|
$
|
26,000
|
$
|
46,000
|
||||
|
Tax fees
|
-
|
-
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total fees
|
$
|
219,000
|
$
|
218,000
|
||||
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. Audit fees for 2022 related to professional services rendered for the audit of our financial statements of United Maritime Corporation for the year ended December 31, 2022 and the carve-out
financial statements of United Maritime Predecessor until the consummation of spin-off. 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.
| ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
Not applicable.
| ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
|
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
|
||||||||||||
|
May 1-31, 2023
|
37,240
|
$
|
2.893
|
37,240
|
$
|
2,892,104
|
||||||||||
|
June 1-30, 2023
|
29,991
|
$
|
2.808
|
29,991
|
$
|
2,807,898
|
||||||||||
|
August 1-31, 2023
|
50,240
|
$
|
2.325
|
50,240
|
$
|
2,691,093
|
||||||||||
|
September 1-30, 2023
|
79,640
|
$
|
2.513
|
79,640
|
$
|
2,490,926
|
||||||||||
|
October 1-31, 2023
|
53,081
|
$
|
2.392
|
53,081
|
$
|
2,363,959
|
||||||||||
|
November 1-30, 2023
|
4,282
|
$
|
2.329
|
4,282
|
$
|
2,353,987
|
||||||||||
|
December 1-31, 2023
|
10,276
|
$
|
2.390
|
10,276
|
$
|
2,329,431
|
||||||||||
|
January 1-31, 2024
|
17,174
|
$
|
2.497
|
17,174
|
$
|
2,286,553
|
||||||||||
In October 2022, our board of directors authorized a share buyback
plan with an expiration date, as extended, of December 31, 2024, pursuant to which we may repurchase up to $3.0 million of our outstanding common shares in the open market. As of March 28, 2024, we have repurchased 281,987 common shares for an aggregate purchase price of approximately $716,267 pursuant to this buyback plan. The maximum value of shares that may yet
be purchased under our buyback plan as of March 28, 2024 was $2,286,553.
| ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
None.
| ITEM 16G. |
CORPORATE GOVERNANCE
|
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 approve 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.
| ITEM 16H. |
MINE SAFETY DISCLOSURE
|
Not applicable.
| ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
Not applicable.
| ITEM 16J. |
INSIDER TRADING POLICIES
|
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 this Annual Report.
| ITEM 16K. |
CYBERSECURITY
|
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 part of our cybersecurity risk management system, our information & technology management team tracks and logs privacy and security
incidents across our Company, our vessels, our customers, suppliers and other third-party service providers to remediate and resolve any such incidents. Significant incidents are reviewed regularly by our information & technology management
team to determine whether further escalation is appropriate. We also engage annually third parties, such as specialized assessors, consultants and our external auditors, as well as our internal audit department, to audit our information security
systems, whose findings are reported to our senior management team. Any identified incident assessed as potentially being or potentially becoming material is immediately
escalated for further assessment, and then reported to our senior management team who is responsible to assess its overall materiality in due time and decide whether further reference to our board of directors is necessary. We further consult
with outside counsel as appropriate, including on materiality analysis and disclosure requirements’ matters, and our senior management, in cooperation if required with our board of directors, makes the final materiality determinations and
disclosure and other compliance decisions.
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) Engagement of
third party consultants and other advisors to assist in assessing points of vulnerability of our information security systems.
(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.”
PART III
| ITEM 17. |
FINANCIAL STATEMENTS
|
See Item 18.
| ITEM 18. |
FINANCIAL STATEMENTS
|
The financial statements 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-33 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*
|
|
|
|
|
|
|
|
Statement of Designation of the Series B Preferred Shares of the Company*
|
|
|
|
|
|
|
|
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)
|
|
| 4.2 |
Amendment to the Amended and Restated Shareholders’ Rights Agreement dated as of April 1, 2024 *
|
|
| 4.3 |
Amended and Restated Equity Incentive Plan of the registrant dated March 27, 2024*
|
|
|
|
|
|
|
|
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)
|
|
|
Commercial Management Agreement between United Management Corp. and Seanergy Management Corp. dated April 5, 2023*
|
|
|
|
|
|
|
|
Commercial Management Agreement between United Management Corp. and Fidelity Marine Inc. dated April 5, 2023*
|
|
|
|
|
|
|
|
Form of Services Agreement with United Management Corp.*
|
|
|
|
|
|
|
|
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 Charterparty dated February 9, 2023 for the M/V Chrisea (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 20-F filed with the
Commission on April 4, 2023)
|
|
|
|
|
|
|
|
Bareboat Charter Agreement dated March 31, 2023 between NML Oasea LLC and Oasea Maritime Co. for the M/V Oasea (incorporated by reference to Exhibit 4.22 to the Company’s
Annual Report on Form 20-F filed with the Commission on April 4, 2023)
|
|
|
|
|
|
|
|
Guarantee in respect of M/V Oasea dated March 31, 2023 between NML Trustee LLC and United Maritime Corporation (1.1 incorporated by reference to Exhibit 4.23 to the
Company’s Annual Report on Form 20-F filed with the Commission on April 4, 2023)
|
|
|
|
|
|
|
|
Guarantee in respect of the M/V Oasea dated March 31, 2023 between NML Trustee LLC and Cretansea Maritime Co.*
|
|
|
|
|
|
|
|
Amendment Agreement dated March 22, 2024 to a Bareboat Charter dated March 31, 2023 in relation to the M/V Oasea*
|
|
|
|
|
|
|
Bareboat Charter Agreement dated April 12, 2023 between NML Cretansea LLC and Cretansea Maritime Co. for the M/V Cretansea*
|
||
|
|
|
|
|
Guarantee in respect of the M/V Cretansea dated April 12, 2023 between NML Trustee LLC and United Maritime Corporation*
|
||
|
|
|
|
|
Guarantee in respect of the M/V Cretansea dated April 12, 2023 between NML Trustee LLC and Oasea Maritime Co.*
|
||
|
|
|
|
|
Amendment Agreement dated March 22, 2024 to a Bareboat Charter dated April 12, 2023 in relation to the M/V Cretansea*
|
||
|
|
|
|
|
Bareboat Charter Agreement dated April 19, 2023 between Mi-Das Line S.A. and Synthesea Maritime Co. for the M/V Synthesea*
|
||
|
|
|
|
|
Bareboat Charter Agreement dated November 15, 2023 between Giant 4 Holding Limited and Traders Maritime Co. for the M/V Tradership*
|
||
|
Guarantee in respect of the M/V Tradership dated November 15, 2023 between Giant 4 Holding Limited and United Maritime Corporation*
|
||
|
|
|
|
|
Bareboat Charter Agreement dated November 15, 2023 between Giant 5 Holding Limited and Good Maritime Co. for the M/V Goodship*
|
||
|
|
|
|
|
Guarantee in respect of the M/V Goodship dated November 15, 2023 between Giant 5 Holding Limited and United Maritime Corporation*
|
||
|
|
|
|
|
Bareboat Charter Agreement dated November 15, 2023 between Giant 6 Holding Limited and Sea Glorius Shipping Co. for the M/V Gloriuship*
|
||
|
|
|
|
|
Guarantee in respect of the M/V Gloriuship dated November 15, 2023 between Giant 6 Holding Limited and United Maritime Corporation*
|
||
|
|
|
|
|
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*
|
||
|
|
|
|
|
Guarantee in respect of the M/V Exelixsea dated February 22, 2024 issued by United Maritime Corporation*
|
||
|
|
|
|
|
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)*
|
||
|
|
List of Subsidiaries*
|
|
|
Statement of Company Policy – Trading in the Company’s Securities *
|
||
|
|
|
|
|
|
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.*
|
||
| 15.2 |
Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.* | |
|
Policy for the Recovery of Erroneously Awarded Incentive Compensation of the Company*
|
||
|
|
|
|
|
101
|
|
The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, 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, 2023 and 2022, (iii) Consolidated Statement of Operations for the
year ended December 31, 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, 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, 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
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 2, 2024
|
|||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
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 consolidated balance sheets of United Maritime Corporation (the Company) as of December 31, 2023 and 2022, the related
consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2023 and 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, 2023 and 2022, and the results of its operations and its
cash flows for the year ended December 31, 2023 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 audit 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 audit provides 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 2, 2024
United Maritime Corporation
December 31, 2023 and 2022
(In thousands of US Dollars, except for share and per share data)
|
Notes
|
2023
|
2022 | ||||||||||
|
ASSETS
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash and cash equivalents
|
4
|
|
||||||||||
|
Accounts receivable trade
|
2, 11
|
|
||||||||||
|
|
3 |
|||||||||||
|
Inventories
|
2 |
|
||||||||||
|
Prepaid expenses
|
|
|||||||||||
|
Other current assets
|
|
|||||||||||
|
Total current assets
|
|
|||||||||||
|
Fixed assets:
|
||||||||||||
|
Vessels, net
|
5
|
|
||||||||||
|
Right-of-use assets
|
6 |
|||||||||||
|
Advances for vessels acquisitions from related parties
|
3, 5
|
|
||||||||||
|
Total fixed assets
|
|
|||||||||||
|
Other non-current assets:
|
||||||||||||
|
Restricted cash, non-current
|
4
|
|
||||||||||
|
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
|
11 |
|
||||||||||
|
Dividends payable
|
10
|
|
||||||||||
|
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
|
|
||||||||||
|
Other liabilities, non-current
|
|
|||||||||||
|
Total liabilities
|
|
|||||||||||
|
Commitments and contingencies
|
9 |
|||||||||||
|
STOCKHOLDERS’ EQUITY
|
||||||||||||
|
Preferred stock, $
|
10 |
|
||||||||||
|
Common stock, $
|
10 |
|
||||||||||
|
Additional paid-in capital
|
10
|
|
||||||||||
|
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 year ended December 31, 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
|
2023
|
2022 | ||||||||||
|
Vessel revenue, net
|
2, 3, 11
|
|
||||||||||
|
Expenses:
|
||||||||||||
|
Voyage expenses
|
11
|
(
|
)
|
( |
) | |||||||
|
Vessel operating expenses
|
(
|
)
|
( |
) | ||||||||
|
Management fees
|
(
|
)
|
( |
) | ||||||||
|
Management fees – related party
|
3 |
(
|
)
|
( |
) | |||||||
|
General and administration expenses
|
14
|
(
|
)
|
( |
) | |||||||
|
Depreciation and amortization
|
5 |
(
|
)
|
( |
) | |||||||
| Amortization of deferred dry-docking costs |
( |
) | ||||||||||
|
Gain on sale of vessels, net
|
5
|
|
||||||||||
|
Operating income
|
|
|||||||||||
|
Other income / (expenses), net:
|
||||||||||||
|
Interest and finance costs
|
12
|
(
|
)
|
( |
) | |||||||
|
Loss on extinguishment of debt
|
7
|
(
|
)
|
( |
) | |||||||
|
Interest and other income
|
|
|||||||||||
|
Foreign currency exchange losses, net
|
(
|
)
|
( |
) | ||||||||
|
Total other expenses, net
|
(
|
)
|
( |
) | ||||||||
|
Net income
|
|
|||||||||||
|
Dividends on Series C preferred shares
|
10
|
|
( |
) | ||||||||
|
Dividends to non-vested participating securities
|
(
|
)
|
( |
) | ||||||||
|
Undistributed earnings to non-vested participating securities
|
( |
) | ||||||||||
|
Net income attributable to common stockholders
|
|
|||||||||||
|
Earnings per share, basic
|
13
|
|
||||||||||
|
Earnings per share, diluted
|
13
|
|
||||||||||
|
Weighted average common shares outstanding, basic
|
13
|
|
||||||||||
|
Weighted average common shares outstanding, diluted
|
13
|
|
||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
For the year ended December 31, 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 | Total | ||||||||||||||||||||||||||||||||
|
# of
Shares
|
Par
Value
|
# of
Shares
|
Par
Value
|
# of Shares
|
Par
Value
|
paid-in
capital
|
Retained
earnings
|
stockholders’
equity
|
||||||||||||||||||||||||||||
|
Balance, January 20, 2022
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Spin-off transaction (Note 3)
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock (including exercise of warrants) (Note 10)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Cancellation of common stock (Note 10)
|
-
|
-
|
-
|
-
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||
|
Issuance of preferred stock (Notes 3 & 10)
|
|
|
|
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||
|
Repurchase of common stock (Note 10)
|
-
|
|
-
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||
|
Dividends on common stock and participating non vested restricted stock awards (Note 10)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
|
Dividends on Series C preferred shares (Note 10)
|
-
|
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
|
Redemption of Series C preferred shares (Note 10)
|
-
|
|
(
|
)
|
|
-
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||
|
Stock based compensation (Note 14)
|
-
|
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Net income
|
-
|
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||
|
Balance, December 31, 2022
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Issuance of common stock
(including exercise of warrants) (Note 10)
|
- | - | - | - | ||||||||||||||||||||||||||||||||
|
Repurchase of common stock
(Note 10)
|
- | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
|
Dividends on common stock
and participating non vested restricted stock awards (Note 10)
|
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||
|
Stock based compensation
(Note 14)
|
- | - | ||||||||||||||||||||||||||||||||||
|
Net income
|
- | - | - | |||||||||||||||||||||||||||||||||
|
Balance, December 31, 2023
|
||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
For the year ended December 31, 2023
and for the period from inception (January 20, 2022) through December 31, 2022
(In thousands of US Dollars)
|
2023
|
2022 | |||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
|
|||||||
|
Adjustments to reconcile net income to net cash (used in) / provided by 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 extinguishment of debt
|
|
|||||||
|
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 (used in) / provided by 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 |
( |
) | ||||||
|
Gross proceeds from sale of vessel
|
|
|||||||
|
Net cash (used in) / provided by investing activities
|
(
|
)
|
||||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
|
|
|||||||
|
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 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
|
|
|||||||
|
Noncash investing activities:
|
||||||||
|
Vessel acquisition through spin-off (Note 5)
|
|
( |
) | |||||
| 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 10)
|
( |
) | ( |
) | ||||
|
Long-term debt assumed through spin-off (Note 7)
|
|
|||||||
| Payments of financing and stock issuance stocks | ( |
) | ( |
) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
United Maritime Corporation
Notes To The Consolidated Financial Statements
(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.
As further discussed in Note 3, Seanergy contributed the vessel-owning subsidiary of the Gloriuship (the “Predecessor”) to United and $5,000 in working capital in connection with the distribution of all of United’s issued and outstanding common shares to Seanergy’s shareholders, 40,000 of United’s Series B preferred shares (“Series B Preferred Shares”, Note 9), par value $0.0001 to the holder of all Seanergy’s issued and outstanding Series B preferred shares and 5,000
of United’s 6.5 % Series C Cumulative Convertible Perpetual Preferred Shares (“Series C Preferred Shares”, Note 9) (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. The Parent’s shareholders received one United common share for every 11.8 common shares of Seanergy (such number of shares is adjusted for the reverse stock split effected by Seanergy on February
16, 2023) held at the close of business on June 28, 2022. In addition, the holder of all of the Parent’s issued and outstanding Series B preferred shares received 40,000 of our Series B Preferred Shares on a pro-rata basis. On July 26, 2022, Seanergy contributed another $5,000
to United in exchange for additional 5,000 Series C Preferred Shares, in connection with United’s funding the deposits payable for four tanker vessels acquired by United (Note 5).
As of December 31, 2023, the Company reported cash and cash equivalents of $13,801 and had a working capital deficit of $34,003 . As of December 31, 2023, the Company has
scheduled financing payments that are payable within one year as follows:
| • |
$
|
| • |
$
|
| • |
$
|
The Company’s cash flow projections for the period one year after the date that the consolidated financial statements are issued indicate that, before considering
any plans for financing the purchase options for its finance leases of $29,460 , cash on hand and cash provided by operating activities
will be sufficient to settle scheduled lease payments, debt and other financial liabilities and related interest, that are due within the respective period, but will not be sufficient to finance the purchase options from its finance leases
discussed above.
The Company has initiated discussions with financiers and is currently evaluating financing alternatives to finance these purchase options. Considering the
indicative terms offered by a financier for one of the two purchase options, the amount of time that the Company has available to negotiate the terms, the current market value of the two vessels compared to the amount of purchase options to be exercised at the maturity of the lease term, the current market conditions and market outlook, management’s network of lenders
and financiers and the past history of successful refinancing (Notes 6, 7 and 15), the Company’s management believes that securing financing for the purchase options of $29,460 is probable and will mitigate conditions indicating that cash and cash equivalent expected to be generated from operating activities will not be sufficient to cover
its obligations falling due within one year after the date that the consolidated financial statements are issued.
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.
The accompanying
consolidated financial statements include the accounts of United and its subsidiaries. The comparative financial statements of the Company have been presented for the period from inception (January 20, 2022) through December 31, 2022. They
include the accounts of United from January 20, 2022 and the accounts of the Company’s wholly-owned subsidiaries upon the Spin-Off consummation on July 5, 2022.
| a. |
Subsidiaries in Consolidation:
|
United’s subsidiaries
included in these consolidated financial statements as of December 31, 2023:
|
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. (1)
|
|
|
|
|
||||
|
Bluesea Shipping Co. (1)
|
|
|
|
|
||||
|
Minoansea Maritime Co. (1)
|
|
|
|
|
||||
|
Good Maritime Co. (1)(3)
|
|
|
|
|
||||
|
Traders Maritime Co. (1)(3)
|
|
|
|
|
||||
|
Chrisea Maritime Co. (1)(3)
|
N/A |
|||||||
|
Oasea Maritime Co. (1)(3)
|
||||||||
|
Cretansea Maritime Co. (1)(3)
|
||||||||
|
Synthesea Maritime Co. (1)(3)
|
N/A |
|||||||
|
Exelixsea Maritime Co. (1)(3)
|
| (1) |
Subsidiaries
wholly owned
|
| (2) |
Management
company
|
| (3) |
Bareboat
charterers
|
F-7
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 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.
| (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.
F-8
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| (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, 2023 and 2022. 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.
| (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. 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.
F-9
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| (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 and cost of any equipment not yet installed 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 and cost of any equipment not yet installed 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 and cost of any equipment not yet installed 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, 2023, indicators of
impairment existed for three of the Company’s vessels and two of the Company’s right-of use assets. The carrying value of the Company’s vessels plus any unamortized dry-docking costs and cost of any equipment not yet installed and right-of
use-assets for which impairment indicators existed as at December 31, 2023, was $54,765 and $47,706 , respectively. From the impairment exercise performed, the undiscounted projected operating cash flows expected to be generated by the use of these three vessels and two right-of-use
assets were higher than the vessels’ carrying value, plus any unamortized dry-docking costs and cost of any equipment not yet installed and right-of-use assets, and thus the Company concluded that no impairment charge should be recorded.
| (n) |
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”.
| (o) |
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.
| (p) |
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.
F-10
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
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. 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.
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.
| (q) |
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, 2023 and 2022, an amount of $1,113 and $424 , respectively, was included in “Vessel revenue, net” related to commission to third parties.
| (r) |
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. The Company has adopted the practical expedient not to capitalize incremental costs when
the amortization period (voyage period) is less than one year. Costs to fulfill the contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the voyage period. Voyage costs arising as
performance obligation are expensed as incurred.
F-11
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| (s) |
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.
| (t) |
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”.
| (u) |
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(aa)).
| (v) |
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
2023, the Publicly-Traded Test for the entire 2023 year has been satisfied in that less than 50 % of the Company’s issued and
outstanding shares were held by persons who each own directly or indirectly 5 % or more of the vote and value of such class of stock
for more than half the days during the 2023 taxable year. Effectively, the Company and each of its subsidiaries qualify for this statutory tax exemption for the 2023 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 2023 and 2022 was $ and $, respectively.
| (w) |
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 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-12
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| (x) |
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. 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.
| (y) |
Segment Reporting
|
United 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, United has determined that it operates under one reportable segment. Furthermore, when United charters a
vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, disclosure of geographic information is impracticable.
| (z) |
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.
|
| (aa) |
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-13
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| (ab) |
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 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. The Series C Preferred Shares were redeemed within
the year and no Series C Preferred Shares were outstanding as of December 31, 2022 (Note 10). The $500 payment over the face value was accounted for as a deemed dividend according to ASC 260-10-S99-2.
| (ac) |
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.
| (ad) |
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 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.
F-14
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
(ae)
|
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.
|
(af)
|
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.
Recent Accounting Pronouncements Adopted
The Company has adopted ASU 2020-04, Reference Rate Reform (Topic 848), as amended by ASU 2022-06 Reference Rate Reform
(Topic 848): Deferral of the Sunset Date of Topic 848: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to
contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments
in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim
period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected
for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible
hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may
elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. The adoption of ASU No. 2020-04 did not have any effect in the
Company’s consolidated financial statements and disclosures.
The Company has adopted ASU No. 2021-01, Reference Rate Reform (Topic 848), as amended by ASU 2022-06 Reference Rate Reform
(Topic 848): Deferral of the Sunset Date of Topic 848. The ASU clarifies that all derivative instruments affected by changes to the interest rates used for discounting, margining or contract price alignment due to reference rate reform are in the
scope of ASC 848. As such, entities may apply certain optional expedients in ASC 848 to derivative instruments that do not reference LIBOR or another rate expected to be discontinued as a result of reference rate reform if there is a change to
the interest rate used for discounting, margining or contract price alignment. In addition, the ASU clarifies other aspects of the guidance in ASC 848 and provides new guidance on how to address the effects of the cash compensation adjustment
that is provided as part of the above change on certain aspects of hedge accounting. The adoption of ASU No. 2021-01 did not have any effect in the Company’s consolidated financial statements and disclosures.
Recent Accounting Pronouncements – Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which amends the existing
segment reporting guidance (ASC Topic 280 — Segment Reporting) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are
regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and
position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. In addition, companies with a single reporting segment will
have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
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.
F-15
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 3. |
Transactions with related parties:
|
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.
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 $325 per vessel per day to Seanergy. The initial term of the master management agreement with Seanergy will expire on December 31, 2024. Unless three months ’ notice of non-renewal is given by either party prior to the end of the then current term, this agreement will automatically extend for additional 12-month periods. 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.
For the year ended December 31, 2023 and from
inception, January 20, 2022, to December 31, 2022, management fees charged from Seanergy amounted to $760 and $203 , respectively, and are presented under “Management fees- related party” in the accompanying statement of operations. As of December 31, 2023 and
2022, the balance due to Seanergy amounted to $252 and $439 , respectively, and is included in “Due to related parties” in the accompanying consolidated balance sheets.
F-16
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
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, Oasea and Goodship. Pursuant to the management agreements, Seanergy Shipmanagement earns a fixed management fee of $10
per month for such services for the Goodship and a fixed management fee of $14 per month for the remaining vessels.
For the year ended December 31, 2023 and from inception,
January 20, 2022, to December 31, 2022, management fees charged from Seanergy Shipmanagement amounted to $661 and $82 , respectively, and are presented under “Management fees- related party” in the accompanying statement of operations. As of December 31, 2023 and
2022, the balance due to Seanergy Shipmanagement amounted to $198 and $, respectively and is included in “Due to related parties” in the accompanying consolidated balance sheets.
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
For the year ended December 31, 2023 and from inception,
January 20, 2022, to December 31, 2022, fees charged under the commercial agreement amounted to $329 and $296 , respectively, and are included in “Vessels revenue, net” in the accompanying statement of operations.
For the year ended December 31, 2023 and from inception,
January 20, 2022, to December 31, 2022, fees charges in relation to purchase services amounted to $1,073 and $795 and are presented in “Right-of-use assets” (Note 6) and “Vessel, net” (Note 5) respectively.
For the year ended December 31, 2023 and from
inception, January 20, 2022, to December 31, 2022, fees charges in relation to sale services amounted to $375 and $1,015 and are presented in “Gain on sale of vessels, net” in the accompanying statement of operations.
As of December 31, 2023 and 2022, balance from
and balance due to Seanergy Management amounted to $142 and $390 and is included in “Due from related parties” and “Due to related parties”, respectively, in the accompanying consolidated balance sheets.
On
October 14, 2022 and December 28, 2022, the Compensation Committee of the Company granted 200,000 shares and 120,000 shares, respectively, to certain of the Company’s service providers (Note 14).
On December 27, 2022, the
Company entered into definitive agreements to acquire two Capesize vessels from Seanergy for an aggregate purchase price of $36,250 (Note 5).
F-17
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 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,
2023
|
December 31,
2022
|
|||||||
|
Cash and cash equivalents
|
|
|||||||
|
Restricted cash, non-current
|
|
|||||||
|
Cash and cash equivalents and restricted cash
|
||||||||
Restricted cash as of
December 31, 2023 includes $350 of minimum liquidity requirements as per the March 2023 Neptune Sale and Leaseback and $350 of minimum liquidity requirements as per the April 2023 Neptune Sale and Leaseback.
Restricted cash as of
December 31, 2022 includes $15,200 that served as cash collateral under the August 2022 EnTrust Facility and in relation to the August 2022 EnTrust Facility related to Minoansea. Such amount was restricted and was used to finance part of the acquisition cost of the
Goodship and Tradership upon their delivery to the Company in February
2023 (Note 7).
| 5. |
Vessels, Net:
|
The amounts in the
accompanying consolidated balance sheets are analyzed as follows:
|
December 31,
2023
|
December 31,
2022
|
|||||||
|
Cost:
|
||||||||
|
Beginning balance:
|
|
|||||||
|
- Vessel contributed by Seanergy
|
|
|||||||
|
- Additions
|
|
|||||||
|
- Disposals
|
(
|
)
|
( |
) | ||||
|
Ending balance:
|
|
|||||||
|
Accumulated depreciation:
|
||||||||
|
Beginning balance:
|
(
|
)
|
||||||
|
- Depreciation for the period
|
(
|
)
|
( |
) | ||||
|
- Disposals
|
|
|||||||
|
Ending balance:
|
(
|
)
|
( |
) | ||||
|
Net book value
|
|
|||||||
Acquisitions
On June 9, 2023, the Company entered into an agreement with an unaffiliated party for the purchase of a secondhand Panamax
vessel, the Santa Barbara, which was renamed 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 Liberty K which was renamed 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 sale and leaseback
transaction entered into with Neptune Maritime Leasing Limited on March 31, 2023 (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 Hampton Bay which was renamed 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 sale and lease back transaction entered into
with Neptune Maritime Leasing Limited on April 26, 2023 (Note 7).
F-18
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
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 . On December 28, 2022,
the Company paid an advance of $6,125 according to terms of the agreement and it is included in “Advances for vessels acquisitions from
related parties” in the consolidated balance sheet as of December 31, 2022. On February 10, 2023, the Company took delivery of the vessel. The acquisition of the vessel was financed with cash on hand and $7,000 allocated from the August 2022 Entrust Facility (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 Tradership, for a gross purchase price of $18,750 . On December 28, 2022,
the Company paid an advance of $6,563 according to terms of the agreement and it is included in “Advances for vessels acquisitions from
related parties” in the consolidated balance sheet as of December 31, 2022. On February 28, 2023, the Company took delivery of the vessel. The acquisition of the vessel was financed with cash on hand and $8,200 allocated from the August 2022 EnTrust Facility (Note 7).
On July 11, 2022, the Company entered into an agreement with an unaffiliated third party for the
purchase of a secondhand Aframax oil tanker, the Parosea, for a gross purchase price of $20,250 .
The vessel was delivered to the Company on August 10, 2022. The acquisition of the vessel was financed with cash on hand and through the August 2022 EnTrust Facility (Note 7).
On July 11, 2022, the Company entered into an agreement with an unaffiliated third party for the
purchase of a secondhand Aframax oil tanker, the Bluesea, for a gross purchase price of $20,250 .
The vessel was delivered to the Company on August 12, 2022. The acquisition of the vessel was financed with cash on hand and through the August 2022 EnTrust Facility (Note 7).
On July 11, 2022, the Company entered into an agreement with an
unaffiliated third party for the purchase of a secondhand LR2 product tanker vessel, the Minoansea, for a gross purchase price of $19,000 . On August 30, 2022, the Company entered into an addendum to the original agreement to deduct $25 of the gross purchase price. The vessel was delivered to the Company on August 30, 2022. The acquisition of the vessel was financed with cash on hand and through the August 2022 EnTrust
Facility (Note 7).
On July 11, 2022, the Company entered into an agreement with an unaffiliated third party for the
purchase of a secondhand LR2 product tanker vessel, the Epanastasea, for a gross purchase price of $20,000 .
On September 1, 2022, the Company entered into an addendum to the original agreement to deduct $181 of the gross purchase price. The
vessel was delivered to the Company on September 2, 2022. The acquisition of the vessel was financed with cash on hand and through the August 2022 EnTrust Facility (Note 7).
The Epanastasea was acquired
with a below-market time charter. The value of the below-market time charter of $146 was recognized as an addition to “Vessels, net” in
the consolidated balance sheet.
For the years ended December 31, 2023 and 2022, an amount of $635 and $1,208 , 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, 2023 and 2022, an amount of $1,176 and $, 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.
F-19
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Vessel contribution
On July 6, 2022, Seanergy contributed the vessel-owning subsidiary of the Gloriuship to United (Note 3).
Gain on sale of vessels, net
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.
| 6. |
Right-of-Use assets and Finance Lease Liabilities:
|
On April 19, 2023, the Company entered into a bareboat
charter agreement with an unaffiliated third party for a secondhand Panamax vessel, the Ikan Kerapu, which was renamed 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 has an 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 includes $811 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, 2023, the amortization of the right-of-use asset amounted to $679 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 $422 (Note 12). 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.
F-20
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
On February 9, 2023, the Company entered into a bareboat
charter agreement with an unaffiliated third party for a secondhand Panamax vessel, the Oceanic Power, which was renamed 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 $7.3 . 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 has an 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 includes $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 year ended December 31, 2023, the amortization of the right-of-use asset amounted to $1,298 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 $735 (Note 12). 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.
The weighted average remaining lease term for both bareboat
charters was 0.61
The weighted average incremental borrowing rate for both
bareboat charters was 5.85
The annual lease payments under the Synthesea and Chrisea bareboat charter agreements are as follows:
|
Twelve month periods ending December 31,
|
Amount
|
|||
|
2024
|
|
|||
|
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
|
|
|||
| 7. |
Long-Term Debt and Other Financial Liabilities:
|
The amounts in the accompanying consolidated balance sheets are
analyzed as follows:
|
December 31,
2023
|
December 31,
2022
|
|||||||
|
Long-term debt and other financial liabilities
|
|
|
||||||
|
Less: Deferred financing costs
|
(
|
)
|
(
|
)
|
||||
|
Total
|
|
|
||||||
|
Less - current portion
|
(
|
)
|
(
|
)
|
||||
|
Long-term portion
|
|
|
||||||
F-21
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Senior long-term debt
Loan Facility amended during the year ended December 31, 2023
August 2022 EnTrust Facility
On August 8, 2022, the Company entered into a new 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 new 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 new Panamax vessel, 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 new vessel, which was
concluded on August 29, 2023. Upon the acquisition of the vessel, Tranche D was replaced according to the amendment and restatement agreement 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.
The facility was secured by a first priority mortgage, general assignment covering earnings, insurances and requisition compensation, account pledge agreement
concerning the earnings account, 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 account and other distributions. 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. As of December 31, 2023, the amount outstanding under this facility
was $13,000 .
On March 27, 2024, Tranche G, secured by the Exelixsea, was refinanced
following closing of the sale and leaseback agreement entered into with an unaffiliated third party (Note 15).
F-22
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Loan Facility repaid during the year
ended 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 Gloriuship,
was amended for the purposes of replacing Seanergy with the Company as guarantor upon the consummation of the Spin-Off. All applicable financial covenants were waived with no material changes in the other terms of the loan facility. In
addition, on July 28, 2022, the Company agreed with the lenders to further amend and restate the loan facility for the purposes of, inter alia, increasing the facility by an amount of up to $9,400 (“Upsize Advance”). The loan amount following the utilization of the Upsize Advance was $14,000 with a term of 18 months. The amended loan facility bears a
fixed interest of 7.90 % and was initially repayable in three quarterly installments of $1,000 commencing nine months
after the utilization date of the Upsize Advance and a balloon payment of $11,000 at maturity. 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.
Other Financial Liabilities – Sale and Leaseback Transactions
New Sale and Leaseback Activities during the year ended December 31, 2023
Huarong Sale and Leaseback
On November 15, 2023, the Company entered into three identical sale and leaseback transactions with 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 from three affiliates of
Huarong on a bareboat charter basis for a three-year period. The drawdown of the funds under the sale and leaseback
agreements occurred on December 5, 2023. The transactions were accounted for as financial liabilities, as control remains with the Company and the three vessels will 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 is $30,000 and the interest rate is 3.3 % plus 3-month term
SOFR per annum. The charterhire principal of each transaction will be repaid through 36 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, 2023, the aggregate charterhire principal was $30,000 .
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. 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 will
continue to be recorded as an asset on the Company’s balance sheet. The financing amount is $12,250 and the interest rate
is 4.25 % plus 3-month
term SOFR per annum. The charterhire principal will be repaid over a five-year term, through 60 monthly installments of
$97.5 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 (balloon payment). As of December 31,
2023, the amount outstanding under the April 2023 Neptune Sale and Leaseback was $11,470 .
F-23
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
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 Maritime Leasing Ltd. for the purpose of partly financing the acquisition cost of the Oasea. The transaction was accounted for as a financial liability, since control remains with the Company and the Oasea will continue to be recorded as an asset on the Company’s balance sheet. The financing amount is $12,250 and
the interest rate is 4.25 % plus 3-month term SOFR per annum. The charterhire principal will be repaid over a five-year
term, through 60 monthly
installments of $97.5 and a balloon payment of $6,400 at the expiration of the bareboat charter. 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 (balloon payment). As of December
31, 2023, the amount outstanding under the March 2023 Neptune Sale and Leaseback was $11,372 .
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; technical and commercial managers’ undertakings and pledge agreements
covering the shares of the applicable bareboat charterer subsidiary.
As of December 31, 2023, the Company was in compliance with all covenants relating to
its debt facilities as at that date.
As of December 31, 2023, one of the Company’s owned vessels, having a net carrying value of $17,608 , was subject to first and second priority mortgages as collaterals to their long-term debt facilities. In addition, the Company’s
five bareboat chartered vessels, having a net carrying value of $87,211 as of December 31, 2023, 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, 2023 for all long-term debt and other financial liabilities, taking into consideration subsequent developments described in Note 15 for the August 2022 EnTrust Facility, are as follows:
|
Twelve month periods ending December 31,
|
Amount
|
|||
|
2024
|
|
|||
|
2025
|
|
|||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
|
Total
|
|
|||
| 8. |
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.
F-24
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| (b) |
Fair Value of Financial Instruments
|
The fair values of the
financial instruments shown in the consolidated balance sheet as of December 31, 2023 and 2022, 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: The fair value of fixed interest long-term debt is estimated using prevailing market rates as of the period end. The carrying value of $
|
| c. |
The aggregate fair value as of the Spin-off date of $
|
| d. |
The fair value as of the Spin-off date of $
|
| e. |
The July 2022 EnTrust Facility fair value of $
|
| f. |
The Series B preferred shares issued to Seanergy’s shareholders as part of the Spin Off, which have no economic interest, were recorded at par value.
|
| g. |
The Series C preferred shares issued to Seanergy as of the Spin-off date as part of the Contribution and Conveyance Agreement with Seanergy were recorded at their face value,
which was determined to be its fair value through Level 2 inputs of the fair value hierarchy. The Company’s debt and equity financings and the market risk-free rate were all used in determining the fair value of the Series C preferred
shares.
|
| 9. |
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, 2023, 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-25
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
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 12 months and extension periods vary from 2 to 4 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, 2023, the Company operates certain of its vessels under time charter agreements, considered as operating leases accounted for
as per ASC 842 requirements.
The following table sets forth the Company’s future minimum contractual charter revenue based on vessels committed to non-cancelable time charter
contracts as at December 31, 2023. 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).
|
Twelve month periods ending December 31,
|
Amount
|
|||
|
2024
|
|
|||
|
Thereafter
|
|
|||
|
Total
|
|
|||
As at December 31, 2023, the Company has an option to purchase the Chrisea at the end of 18-month bareboat charter for $12,360 (Note 6).
As at December 31, 2023, the Company has an option to purchase the Synthesea at the end of 12-month bareboat charter for $17,100 (Note 6).
| 10. |
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, 2023, no Rights were exercised.
F-26
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Series B Preferred Shares
As at December 31, 2023, 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 8,694,630
F-27
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 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 have been exercised.
| ii) |
Dividends
|
On November 14, 2023 , the Company
declared a dividend of $0.075 per common share for the third quarter of 2023 which was paid on January 10, 2024 to all shareholders of record as of December 22, 2023
(Note 15). The dividend declared amounted to $652 and is 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 November 29, 2022 , the Company
declared a special dividend of $1.00 per common share to all shareholders of record as of December 12, 2022 , in connection with the profitable sale of two
tanker vessels, which was paid on January 10, 2023 . As of December 31, 2022, the dividend declared amounted to $7,373 is included in “Dividends payable” in the accompanying consolidated balance sheet.
Total dividends declared in the years ended December 31, 2023 and December 31, 2022 amounted to $2,643 and $7,373 , respectively.
| iii) |
Common stock buybacks
|
In October 2022, the Board of Directors of the Company authorized a share repurchase plan under which the Company may 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 and was further
extended in December 2023 through the period ending December 31, 2024. As of December 31, 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 a 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 December 31, 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 a 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.
F-28
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| (c) |
Warrants
|
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. All warrants are classified in equity, according to the Company’s accounting policy. Following the payment of the special dividend of $1.00 per common share on January 10, 2023 (Note 9(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 .
| 11. |
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 year ended December 31, 2023 and from inception (January 20, 2022) through December 31, 2022:
|
December 31,
|
From
January 20,
2022
through
December 31,
|
|||||||
| 2023 |
2022 | |||||||
|
Vessel revenues from spot charters, net of commissions
|
|
|
||||||
|
Vessel revenues from time charters and pool agreements, net of commissions
|
|
|||||||
|
Total
|
|
|||||||
Demurrage
income for the years ended December 31, 2023 and 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.
The Company disaggregates its revenue from contracts with customers by the type of charter (time and spot charters). The
following table presents the Company’s accounts receivable trade disaggregated by revenue source as at December 31, 2023 and December 31, 2022:
|
December 31, 2023
|
December 31, 2022
|
|||||||
|
Accounts receivable trade from spot charters
|
|
|||||||
|
Accounts receivable trade from time charters
|
|
|||||||
|
Total
|
|
|||||||
F-29
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
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, 2023 and December 31, 2022 was $486
and $1,027 and relates entirely to ASC 842. As of December 31, 2023, an amount of $41 included in “Deferred revenue” and related to time charter arrangements was treated as lease modification and not accounted for as separate contract.
Charterers individually accounting for more than 10% of revenues for the year ended December 31, 2023 and for the period from inception (January
20, 2022) through December 31, 2022:
|
Customer
|
2023
|
2022
|
||
|
A
|
|
|
|
|
|
B
|
|
|
|
|
|
C
|
|
|
|
|
|
D
|
|
|
|
|
| E |
||||
| F |
||||
| G |
||||
| H |
||||
| I |
||||
|
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 period from for the year ended December 31, 2023 and for the period from inception (January 20, 2022) through December 31, 2022:
|
December 31, 2023
|
From
January 20, 2022
through
December 31, 2022
|
|||||||
|
Voyage expenses from time charters
|
|
|
||||||
|
Voyage expenses from spot charters
|
|
|||||||
|
Voyage expenses for unfixed periods
|
||||||||
|
Total
|
|
|||||||
| 12. |
Interest and Finance Costs:
|
Interest and finance costs are analyzed as follows:
|
|
December 31, 2023
|
From
January 20, 2022
through
December 31, 2022
|
||||||
|
Interest on long-term debt and other financial liabilities
|
|
|||||||
|
Amortization of debt finance costs and debt discounts
|
|
|||||||
|
Interest on finance lease liability
|
||||||||
|
Other
|
|
|||||||
|
Total
|
|
|||||||
F-30
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 13. |
Earnings per Share:
|
The calculation of net income per common share is summarized below:
|
|
December 31, 2023
|
From
January 20, 2022
through
December 31, 2022
|
||||||
|
|
||||||||
|
Net income – basic
|
$
|
|
$
|
|
||||
|
Less: Dividends on Series C preferred shares
|
|
(
|
)
|
|||||
|
Less: Dividends to non-vested participating securities
|
(
|
)
|
(
|
)
|
||||
|
Less: Undistributed earnings to non-vested participating securities
|
|
(
|
)
|
|||||
|
Net 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 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
|
|
|
||||||
|
|
||||||||
|
Earnings per share – basic
|
$
|
|
$
|
|
||||
|
Earnings per share – 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 income attributable to common shareholders for the year ended December 31, 2023 is adjusted by the
amount of dividends on non-vested participating securities. Undistributed income to non-vested participating securities was not calculated for the year ended December 31, 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 year ended
December 31, 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-31
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 14. |
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 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 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 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 of its service providers for the year ended December 31,
2023 and from the period from inception, January 20, 2022, through December 31, 2022, amounted to $2,522 and $2,789 , respectively, and is included under “General and administration expenses” in the Company’s consolidated statements of operations.
Restricted shares during 2023 and 2022 are analyzed as follows:
|
Number
of Shares
|
Weighted
Average Grant
Date Price
|
|||||||
|
Outstanding at January 20, 2022
|
|
$
|
|
|||||
|
Granted
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|||||
|
Outstanding at December 31, 2022
|
$ | |||||||
| Granted | ||||||||
| Vested | ( |
) | ||||||
| Forfeited |
||||||||
|
Outstanding at December 31, 2023
|
|
$
|
|
|||||
The unrecognized cost for the non-vested shares granted to the Company’s Board of Directors and certain of its service providers for the year
ended December 31, 2023 and from inception (January 20, 2022) through December 31, 2022 amounted to $ and $2,522 , respectively. As of December 31, 2023, there was no
outstanding compensation cost related to non-vested awards granted to the Company’s Board of Directors and certain of its service providers not yet recognized.
F-32
United Maritime Corporation
Notes To The Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 15. |
Subsequent Events
|
On January 10, 2024, the Company paid a dividend of $652
(Note 10).
On February 20, 2024 , the Company announced a cash dividend of $0.075 per common share for the fourth
quarter of 2023 payable on or about April 10, 2024 to all shareholders of record as of March 22, 2024 .
On February 22, 2024, the Company entered into a sale and leaseback agreement with Village Seven
Co., Ltd and V7 Fune Inc. (Village Seven Sale and Leaseback), unaffiliated third parties, in order to refinance the August 2022 EnTrust Facility. The financing amount is $13,800 bearing an interest rate of 2.65 % plus 3 -month Term SOFR. The
charterhire principal amortizes over a four-year term, through forty-eight consecutive monthly installments of $192 and a purchase option of $4,738 .
The Company has the option to extend the charter period for a further two-year
period. The outstanding charterhire principal, at the optional period, amortizes through twenty-four consecutive monthly installments of $192 . At the
end of the optional period, which the Company expects to exercise, the ownership of the vessel will be transferred to United at nominal additional cost. The Company has
continuous options to repurchase the vessel at predetermined prices, following the second anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
The vessel was sold and chartered back under the sale and leaseback agreement on March 27, 2024.
On March 6, 2024,
the Company entered into a bareboat charter agreement for a 82,235 dwt Kamsarmax bulk carrier built in 2016 in Japan, which will
be renamed Nisea and is expected to be delivered to United between June and October 2024. The vessel will be chartered under an 18 -month
bareboat charter agreement, with a down payment of $7,500 , of which $3,750 was paid upon the signing of the agreement and a further down payment of $3,750 is payable prior to the delivery of the vessel. The daily charter rate will be $8 over the
period of the bareboat charter. The Company has a purchase option of $16,620 at the end of the bareboat charter. In aggregate, the
acquisition cost for the vessel, following exercise of the purchase option, will be approximately $28,440 .
On March 11,
2024, the Company signed a term sheet for a $18,000 sale and leaseback to finance the expected exercise of $17,100 purchase option, under the bareboat charter agreement of Synthesea. The vessel will be sold and chartered back on a bareboat basis for a seven-year period. The financing’s applicable interest rate will be 3 -month term SOFR plus 2.70 % per annum. Following the
second anniversary of the bareboat charter, the Company will have continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. The charterhire principal will amortize through eighty-four consecutive equal monthly
installments of approximately $136 along with a purchase option of $6,682 at the expiration of the bareboat charter. At the end of charter period, if the Company will not exercise its purchase option, the lessor may exercise their put
option. The transaction is subject to completion of definitive documentation and is expected to close between April to July 2024.
On March 27,
2024, the Compensation Committee of our 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 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 board of directors and 65,000 shares were granted to certain of the Company’s service providers 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 will vest on September 27, 2024 and 167,500 shares will vest on March 27, 2025.
On March 27, 2024, the August 2022 EnTrust Facility was refinanced with the Village Seven Sale and Leaseback. The remaining outstanding balance of $13,000 of the August 2022 EnTrust Facility was repaid in full, and all obligations under the facility were irrevocably and unconditionally
discharged pursuant to the deed of release dated March 27, 2024.
During 2024 and as of the date of the issuance of these consolidated financial statements, the Company has
repurchased 17,174 of its outstanding common shares at an average price of approximately $2.50 per share and a total of $43 , inclusive of commissions
and fees, pursuant to the share repurchase plan approved by the Company’s Board of Directors in October 2022, as extended. All the repurchased shares were cancelled and restored to the status of authorized but unissued shares as of the date
of the issuance of these consolidated financial statements.
|
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.
Athens, Greece
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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
| (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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
| (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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
| (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.
F-13
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
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.
| 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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
| 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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
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;
|
| • |
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 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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
| (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)
|
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.
|
| 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
United Maritime Predecessor
Notes to the Carve-out Financial Statements
July 5, 2022
(All amounts in US Dollars, unless otherwise stated)
| 9. |
Interest and Finance Costs:
|
Interest and finance costs are analyzed as follows:
|
From
January 1, 2022
|
Year ended December 31,
|
|||||||||||
|
through July 5, 2022
|
2021
|
2020
|
||||||||||
|
Interest on long-term debt
|
|
|
|
|
||||||||
|
Amortization of debt issuance costs
|
|
|
|
|||||||||
|
Other, net
|
(
|
)
|
|
|
||||||||
|
Total
|
|
|
|
|||||||||
| 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