20-F 1 c87599_20f.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 20-F

 

(Mark One)

 

oRegistration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
xAnnual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2016
oTransition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
oShell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number 001-34077

 

 

SAFE BULKERS, INC.
(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)

 

Apt. D11,
Les Acanthes
6, Avenue des Citronniers
MC98000 Monaco
(Address of principal executive office)

 

Dr. Loukas Barmparis
President
Telephone : +30 2 111 888 400
Telephone : +357 25 887 200
Facsimile : +30 2 111 878 500
(Name, Address, Telephone Number and Facsimile Number of Company contact person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share   New York Stock Exchange
Preferred stock purchase rights   New York Stock Exchange
8.00% Series B Cumulative Redeemable Perpetual
Preferred Shares, par value $0.01 per share,
liquidation preference $25.00 per share
  New York Stock Exchange
8.00% Series C Cumulative Redeemable Perpetual
Preferred Shares, par value $0.01 per share,
liquidation preference $25.00 per share
  New York Stock Exchange
8.00% Series D Cumulative Redeemable Perpetual
Preferred Shares, par value $0.01 per share,
liquidation preference $25.00 per share
  New York Stock Exchange

 

Securities 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, 2016, there were 99,251,628 shares of the registrant’s common stock, 1,490,603 shares of 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value per share, liquidation preference $25.00 per share, 2,300,000 shares of 8.00% Series C Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value per share, liquidation preference $25.00 per share, and 3,200,000 shares of 8.00% Series D Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value per share, liquidation preference $25.00 per share, outstanding.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

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 o No x

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o Accelerated filer x Non-accelerated filer o

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

 

U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board o Other o

 

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. Item 17 o Item 18 o

 

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). Yes o No x

 

TABLE OF CONTENTS

 

      Page
       
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS   1  
         
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE   1  
         
ITEM 3 KEY INFORMATION   1  
         
ITEM 4 INFORMATION ON THE COMPANY   22  
         
ITEM 4A UNRESOLVED STAFF COMMENTS   37  
         
ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS   38  
         
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES   54  
         
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   58  
         
ITEM 8 FINANCIAL INFORMATION   64  
         
ITEM 9 THE OFFER AND LISTING   65  
         
ITEM 10 ADDITIONAL INFORMATION   67  
         
ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   78  
         
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   79  
         
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES   80  
         
ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   80  
         
ITEM 15 CONTROLS AND PROCEDURES   80  
         
ITEM 16 [RESERVED]   81  
         
ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT   81  
         
ITEM 16B CODE OF ETHICS   81  
         
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES   81  
         
ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES   82  
         
ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS   82  
         
ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT   83  
         
ITEM 16G CORPORATE GOVERNANCE   83  
         
ITEM 16H MINE SAFETY DISCLOSURE   84  
         
ITEM 17 FINANCIAL STATEMENTS   84  
         
ITEM 18 FINANCIAL STATEMENTS   84  
         
ITEM 19 Exhibits   85  
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ABOUT THIS REPORT

 

In this annual report, “Safe Bulkers,” “the Company,” “we,” “us” and “our” are sometimes used for convenience where references are made to Safe Bulkers, Inc. and its subsidiaries (as well as the predecessors of the foregoing). These expressions are also used where no useful purpose is served by identifying the particular company or companies. Our affiliated management companies, Safety Management Overseas S.A., a company incorporated under the laws of the Republic of Panama (“Safety Management”), and Safe Bulkers Management Limited, a company organized and existing under the laws of the Republic of Cyprus (“Safe Bulkers Management”), are each sometimes referred to as a “Manager,” and together as our “Managers.”

 

FORWARD-LOOKING STATEMENTS

 

All statements in this annual report that are not statements of historical fact are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. The disclosure and analysis set forth in this annual report includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These statements are intended as forward-looking statements. In some cases, predictive, future-tense or forward-looking words such as “believe,” “intend,” “anticipate,” “hope,” “estimate,” “project,” “forecast,” “plan,” “potential,” “may,” “will,” “likely to,” “could,” “should” and “expect” and other similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the Securities and Exchange Commission (“SEC”), other information sent to our security holders, and other written materials.

 

Forward-looking statements include, but are not limited to, such matters as:

 

·future operating or financial results and future revenues and expenses;

 

·future, pending or recent acquisitions, business strategy, areas of possible expansion and expected capital spending or operating expenses;

 

·availability of key employees, crew, length and number of off-hire days, drydocking requirements and fuel and insurance costs;

 

·general market conditions and shipping industry trends, including charter rates, vessel values and factors affecting supply and demand;

 

·our financial condition and liquidity, including our ability to make required payments under our credit facilities, comply with our loan covenants and obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities;

 

·the overall health and condition of the U.S. and global financial markets, including the value of the U.S. dollar relative to other currencies;

 

·our expectations about availability of vessels to purchase, the time that it may take to construct and deliver new vessels or the useful lives of our vessels;

 

·our continued ability to enter into period time charters with our customers and secure profitable employment for our vessels in the spot market;

 

·our future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);

 

·our expectations relating to dividend payments and ability to make such payments;

 

·our ability to leverage our Managers’ relationships and reputation within the drybulk shipping industry to our advantage;

 

·our anticipated general and administrative expenses;
-ii-
·environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities;

 

·risks inherent in vessel operation, including terrorism (including cyber terrorism), piracy and discharge of pollutants;

 

·potential liability from future litigation; and

 

·other factors discussed in “Item 3. Key Information — iv. Risk Factors” of this annual report.

 

We caution that the forward-looking statements included in this annual report represent our estimates and assumptions only as of the date of this annual report and are not intended to give any assurance as to future results. Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. The reasons for this include the risks, uncertainties and factors described under “Item 3. Key Information — iv. Risk Factors.” As a result, the forward-looking events discussed in this annual report might not occur and our actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

 

We undertake no obligation to update or revise any forward-looking statements contained in this annual report, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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PART I

 

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3.KEY INFORMATION

 

 (i)Selected Financial Data

 

The following table presents selected consolidated financial and other data of Safe Bulkers, Inc. for each of the five years in the five year period ended December 31, 2016. The table should be read together with “Item 5. Operating and Financial Review and Prospects.” The selected consolidated financial data of Safe Bulkers, Inc. is a summary of, is derived from, and is qualified by reference to, our audited consolidated financial statements and notes thereto, which have been prepared in accordance with U.S. generally accepted accounting principles, or “U.S. GAAP.”

 

Our audited consolidated statements of operations, shareholders’ equity and cash flows for the years ended December 31, 2014, 2015 and 2016 and the consolidated balance sheets at December 31, 2015 and 2016, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.

 

    Year Ended December
     
    2012   2013   2014   2015   2016
    (in thousands of U.S. dollars except share data)
STATEMENT OF OPERATIONS                    
Revenues   $187,557   $191,520   $159,900   $132,375   $113,959
Commissions   (3,261)   (4,799)   (5,806)   (5,058)    (4,187)
Net revenues   184,296   186,721   154,094   127,317    109,772
Voyage expenses   (7,286)   (10,207)   (19,429)   (17,856)    (7,679)
Vessel operating expenses   (34,540)   (41,964)   (50,634)   (55,469)    (49,519)
Depreciation   (32,250)   (37,394)   (43,084)   (47,133)    (49,485)
General and administrative expenses                    
Management fee to related party   (7,726)   (8,379)   (8,962)   (10,764)    (11,611)
Public company expenses   (2,220)   (2,981)   (4,369)   (3,853)    (3,770)
Early redelivery income/(cost), net   11,677   7,050   (532)    
Loss on inventory valuation       (4,001)   (1,432)  
Other operating income           794
Gain on asset purchase cancellation       3,633    
Loss on sale of assets           (2,750)
Impairment loss         (22,826)   (17,163)
Operating income/(loss)   111,951   92,846   26,716   (32,016)   (31,411)
Interest expense   (9,072)   (9,086)   (8,335)   (11,650)    (19,576)
Other finance costs   (1,268)   (1,032)   (1,132)   (242)    (1,735)
Interest income   1,122   1,008   821   86    515
(Loss)/gain on derivatives   (5,384)   813   (1,977)   (1,676)    (620)
Foreign currency (loss)/gain   (3)   (40)   13   347    (76)
 
    Year Ended December
     
    2012   2013   2014   2015   2016
    (in thousands of U.S. dollars except share data)
Amortization and write-off of deferred finance charges   (1,226)   (1,252)   (1,472)   (2,793)    (3,063)
Net income/(loss)   $96,120   $83,257   $14,634   $(47,944)   $ (55,966)
Earnings/(loss) per share of Common Stock (as defined below), basic and diluted   $1.27   $1.05   $0.06   $(0.74)   $(0.83)
Cash dividends declared per share of Common Stock   $0.5   $0.21   $0.22   $0.04  
Cash dividends declared per share of Preferred B Shares (as defined below)     $0.77222   $2.00   $2.00   $2.00
Cash dividends declared per share of Preferred C Shares (as defined below)       $0.96667   $2.00   $2.00
Cash dividends declared per share of Preferred D Shares (as defined below)       $0.66667   $2.00   $2.00
Weighted average number of shares of Common Stock outstanding, basic and diluted   75,468,465   77,495,029   83,446,970   83,479,636   84,526,411

 

    Year Ended December
     
    2012   2013   2014   2015   2016
    (in thousands of U.S. dollars)
OTHER FINANCIAL DATA                    
Net cash provided by operating activities   $105,065   $100,594   $43,732   $25,522   $13,478
Net cash (used in)/provided by investing activities   (158,145)   (100,344)   (67,009)   (182,180)   21,272
Net cash provided by/(used in) financing activities   127,683   (38,303)   65,917   180,090   (83,875)
Net increase/(decrease) in cash and cash equivalents   74,603   (38,053)   42,640   23,432   (49,125)

 

    2012   2013   2014   2015   2016
    (in thousands of U.S. dollars)
BALANCE SHEET DATA                    
Total current assets   $171,829   $173,185   $135,892   $243,162   $111,008
Total fixed assets   849,903   931,499   1,034,666   1,056,517   1,051,726
Other non-current assets   54,015   2,185   5,871   9,952   11,019
Total assets   1,075,747   1,106,869   1,176,429   1,309,631   1,173,753
Total current liabilities   46,253   56,161   27,329   105,726   23,779
Derivative liabilities—Long-term   8,978   3,270   1,065   360   157
Long-term debt, net of current portion and of deferred finance charges   591,241   468,906   447,936   569,399   569,781
Unearned revenue—Long-term   3,419   196      
Total shareholders’ equity   425,856   578,336   700,099   634,146   578,536
Total liabilities and shareholders’ equity   1,075,747   1,106,869   1,176,429   1,309,631   1,173,753

 

 (ii)Capitalization and Indebtedness

 

Not applicable.

 

  (iii) Reasons for the Offer and Use of Proceeds

 

Not applicable.

-2-
 (iv)Risk Factors

 

SOME OF THE FOLLOWING RISKS RELATE PRINCIPALLY TO THE INDUSTRY IN WHICH WE OPERATE AND OUR BUSINESS IN GENERAL. OTHER RISKS RELATE PRINCIPALLY TO THE SECURITIES MARKET AND OWNERSHIP OF OUR COMMON STOCK, $0.001 par value per share (“COMMON STOCK”), Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per share (“SERIES B PREFERRED SHARES”), Series C Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per share (“SERIES C PREFERRED SHARES”) AND Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per share (“SERIES D PREFERRED SHARES,” AND together with the Series B Preferred Shares and the Series C Preferred Shares, the “Preferred Shares”), INCLUDING THE TAX CONSEQUENCES OF OWNERSHIP OF OUR COMMON STOCK and PREFERRED SHARES. THE OCCURRENCE OF ANY OF THE EVENTS DESCRIBED IN THIS SECTION COULD SIGNIFICANTLY AND NEGATIVELY AFFECT OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS OR THE TRADING PRICE OF OUR COMMON STOCK OR Preferred Shares.

 

Risks Inherent in Our Industry and Our Business

 

The international drybulk shipping industry is cyclical and volatile, and charter rates during 2016 were significantly lower than their highs in the middle of 2008, reaching all-time lows during 2016; these factors may lead to further reductions and volatility in our charter rates, vessel values and results of operations.

 

The drybulk shipping industry is cyclical with attendant volatility in charter rates, vessel values and profitability. Charter rates for both short-term and period time charters were substantially below profitable levels throughout 2016 and still remain low today. The demand for period time charter contracts was weak and still at non-profitable levels. Because we charter some of our vessels pursuant to short-term time charters, and we expect that the number of vessels in our fleet that we charter pursuant to short-term time charters may increase during 2017 as period time charter remains weak, we are exposed to changes in spot market and short-term time charter rates for drybulk carriers and such changes may affect our earnings and the value of our drybulk carriers at any given time. The spot market is highly competitive and volatile, while period time charter contracts of longer duration provide income at pre-determined rates over more extended periods of time, however still at non-profitable levels. We may be unable to keep our vessels fully employed in this market. Charter rates available in the market may be insufficient to enable our vessels to be operated profitably. A significant decrease in charter rates would affect asset values and adversely affect our profitability, cash flows and ability to pay dividends.

 

During 2016, the Baltic Dry Index, or “BDI,” remained volatile, reaching an all-time low of 290 on February 10, 2016 and a high of 1,257 on November 18, 2016.

 

As of February 17, 2017, 33 of our 38 drybulk vessels were deployed or scheduled to be deployed on period time charters of more than three months remaining term. In addition, we have contracted to acquire one newbuild vessel scheduled to be delivered in 2018, which does not currently have any contracted charter. As more vessels become available for employment, we may have difficulty entering into multi-year, fixed-rate time charters for our vessels, and as a result, our cash flows may be subject to instability in the long-term. We may be required to enter into variable rate charters or charters linked to the Baltic Panamax Index (“BPI”), as opposed to contracts based on fixed rates, which could result in a decrease in our cash flows and net income in periods when the market for drybulk shipping is depressed. If low charter rates in the drybulk market prevail during periods when we must replace our existing charters, it will have an adverse effect on our revenues, profitability, cash flows and our ability to comply with the financial covenants in our loan and credit facilities.

 

The factors affecting the supply and demand for drybulk vessels are outside of our control and are difficult to predict with confidence. As a result, the nature, timing, direction and degree of changes in industry conditions are also unpredictable.

 

Factors that influence demand for vessel capacity include:

 

·demand for and production of drybulk products;

 

·global and regional economic and political conditions;

 

·environmental and other regulatory developments;

 

·the distance drybulk cargoes are to be moved by sea; and

 

·changes in seaborne and other transportation patterns.
-3-

Factors that influence the supply of vessel capacity include:

 

 ·the size of the newbuilding orderbook;

 

·the number of newbuild deliveries, which among other factors relates to the ability of shipyards to deliver newbuilds by contracted delivery dates and the ability of purchasers to finance such newbuilds;

 

·the scrapping rate of older vessels;

 

·port and canal congestion;

 

·the number of vessels that are in or out of service, including due to vessel casualties; and

 

·changes in environmental and other regulations that may limit the useful lives of vessels.

 

We anticipate that the future demand for our drybulk vessels and, in turn, drybulk charter rates, will be dependent, among other things, upon economic growth in the world’s economies, seasonal and regional changes in demand, changes in the capacity of the global drybulk vessel fleet and the sources and supply of drybulk cargo to be transported by sea. A decline in demand for commodities transported in drybulk vessels or an increase in supply of drybulk vessels could cause a significant decline in charter rates, which could materially adversely affect our business, financial condition and results of operations.

 

A negative change in global economic or regulatory conditions, especially in the Asian region, which includes countries like China, Japan and India, could reduce drybulk trade and demand, which could reduce charter rates and have a material adverse effect on our business, financial condition and results of operations.

 

We expect that a significant number of the port calls made by our vessels will involve the loading or discharging of raw materials in ports in the Asian region, particularly China, Japan and India. As a result, a negative change in economic or regulatory conditions in any Asian country, particularly China, Japan or, to some extent, India, can have a material adverse effect on our business, financial position and results of operations, as well as our future prospects, by reducing demand and, as a result, charter rates and affecting our ability to charter our vessels. If economic growth declines in China, Japan, India and other countries in the Asian region, or if the regulatory environment in these countries changes adversely for our industry, we may face decreases in such drybulk trade and demand. Moreover, a slowdown in the United States economy or the economies of countries within the European Union will likely adversely affect economic growth in China, Japan, India and other countries in the Asian region. Such an economic downturn in any of these countries could have a material adverse effect on our business, financial condition and results of operations.

 

An oversupply of drybulk vessel capacity may lead to reductions in charter rates and profitability.

 

The market supply of drybulk vessels has been increasing in terms of deadweight tons (“dwt”), and the number of drybulk vessels on order as of December 31, 2016 was approximately 8% for Panamax to Post-Panamax class vessels (65,000 dwt to 100,000 dwt) and 11% for Capesize class vessels (over 100,000 dwt), as compared to the then-existing global drybulk fleet in terms of dwt, with the majority of new deliveries expected during 2017. As a result, the drybulk fleet continues to grow. An oversupply of drybulk vessel capacity will likely result in a reduction of charter hire rates. We will be exposed to changes in charter rates with respect to our existing fleet and our remaining newbuild, depending on the ultimate growth of the global drybulk fleet. If we cannot enter into period time charters on acceptable terms, we may have to secure charters in the spot market, where charter rates are more volatile and revenues are, therefore, less predictable, or we may not be able to charter our vessels at all. In our current fleet, as of February 17, 2017, 14 vessels will be available for employment in the first half of 2017. A material increase in the net supply of drybulk vessel capacity without corresponding growth in drybulk vessel demand could have a material adverse effect on our fleet utilization and our charter rates generally, and could, accordingly, materially adversely affect our business, financial condition and results of operations.

 

The market values of our vessels have significantly decreased and may decrease further, which could cause us to breach covenants in our credit and loan facilities, and could have a material adverse effect on our business, financial condition and results of operations.

 

Our credit and loan facilities, which are secured by mortgages on our vessels, require us to comply with collateral coverage ratios and satisfy certain financial and other covenants, including those that are affected by the market value of our vessels. The market value of drybulk vessels has generally experienced a significant decrease. The market prices for secondhand and newbuild drybulk vessels in the recent past have declined from higher to very low levels within a short period of time. The market value of our vessels fluctuates depending on a number of factors, including:

-4-
·general economic and market conditions affecting the shipping industry;

 

·prevailing level of charter rates;

 

·distressed asset sales, including newbuild contract sales below acquisition costs due to lack of financing;

 

·sale of vessels by Japanese owners at lower prices due to the high JPY to USD exchange rate;

 

·competition from other shipping companies;

 

·configurations, sizes and ages of vessels;

 

·cost of newbuilds;

 

·governmental or other regulations; and

 

·technological advances.

 

We were in compliance with our covenants in our credit and loan facilities as of December 31, 2015 and December 31, 2016. If the market value of our vessels, or our newbuild upon its delivery to us, declines, we may breach some of the covenants contained in our credit and loan facilities. If we do breach such covenants and we are unable to remedy or our lenders refuse to waive the relevant breach, our lenders could accelerate our indebtedness and foreclose on the vessels in our fleet securing those loan and credit facilities. As a result of cross-default provisions contained in our loan and credit facility agreements, this could in turn lead to additional defaults under our loan agreements and the consequent acceleration of the indebtedness thereunder and the commencement of similar foreclosure proceedings by other lenders. If our indebtedness were accelerated in full or in part, it would be difficult for us to refinance our debt or obtain additional financing and we could lose our vessels if our lenders foreclose their liens, which would adversely affect our ability to continue our business.

 

The significant decrease of the market values of our vessels or a further decline could cause us to incur an impairment loss and could have a material adverse effect on our business, financial condition and results of operations.

 

We review for impairment our vessels held and used whenever events or changes in circumstances indicate that the carrying amount of the vessels may not be recoverable. Such indicators include declines in the fair market value of vessels, decreases in market charter rates, vessel sale and purchase considerations, fleet utilization, regulatory changes in the drybulk shipping industry or changes in business plans or overall market conditions that may adversely affect cash flows. We may be required to record an impairment charge with respect to our vessels and any such impairment charge resulting from a decline in the market value of our vessels or a decrease in charter rates may have a material adverse effect on our business, financial condition and results of operations.

 

See “Item 5. Operating and Financial Review and Prospects — A. Operating Results— Critical Accounting Policies — Impairment of long-lived assets” for more information.

 

The international drybulk shipping industry is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources.

 

We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of which have substantially greater resources than we do. Competition for the transportation of drybulk cargo by sea is intense and depends on price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel. Due in part to the highly fragmented market, additional competitors with greater resources could enter the drybulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates than we are able to offer, which could have a material adverse effect on our fleet utilization and, accordingly, our profitability.

 

Increases in crew costs may adversely affect our profits.

 

Crew costs are a significant expense for us under our charters. There is a limited supply of well-qualified crew. We generally bear crewing costs under our charters. Increases in crew costs may adversely affect our profitability.

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We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flow and net income.

 

Our business and the operation of our vessels are regulated under international conventions, national, state and local laws and regulations in force in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration, in order to protect against potential environmental impacts. Government regulation of vessels, particularly in the area of environmental requirements, can be expected to become more stringent in the future and could require us to incur significant capital expenditures on our vessels to keep them in compliance, or even to scrap or sell certain vessels altogether. For example, various jurisdictions have regulated management of ballast waters to prevent the introduction of non-indigenous species that are considered invasive. Such regulations require us to make changes to the ballast water management plans we currently have in place and to install new equipment on board our vessels. Various jurisdictions have also regulated or are considering the further regulation of emissions of sulfur oxides, nitrogen oxides and greenhouse gases from vessels. 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 business, financial condition and results of operations. Because such conventions, laws and regulations are often revised, or the required additional measures for compliance are still under development, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. We are also required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and financial assurances with respect to our operations.

 

These requirements can also affect the resale prices or useful lives of our vessels or require reductions in cargo capacity, ship modifications or operational changes or restrictions. Failure to comply with these requirements could lead to decreased availability of or more costly insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations and claims for natural resource, personal injury and property damages in the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connection with our operations. Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels. In addition, we are subject to the risk that we, our affiliated entities or our or their respective officers, directors, shore employees, crew on board and agents may take actions determined to be in violation of such environmental regulations and laws, and our environmental policies. Any such actual or alleged environmental laws regulations and policies violation, under negligence, willful misconduct or fault, could result in substantial fines, 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. Events of this nature would have a material adverse effect on our business, financial condition and results of operations.

 

The operation of our vessels is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and for Pollution Prevention, or “ISM Code.” Under the ISM Code we are required to develop and maintain an extensive Safety Management System (“SMS”) that includes the adoption of a safety and environmental protection policy. Failure to comply with the ISM Code may subject us to increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. Currently, each of the vessels in our current fleet is ISM Code- certified. If we fail to maintain ISM Code certification for our vessels, we may also breach covenants in certain of our credit and loan facilities that require that our vessels be ISM Code-certified. If we breach such covenants due to failure to maintain ISM Code certification and are unable to remedy the relevant breach, our lenders could accelerate our indebtedness and foreclose on the vessels in our fleet securing those credit or loan facilities.

 

Increased inspection procedures, tighter import and export controls and survey requirements could increase costs and disrupt our business.

 

International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines and other penalties against us.

 

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

 

The hull and machinery of every commercial vessel must be certified as safe and seaworthy in accordance with applicable rules and regulations, and accordingly vessels must undergo regular surveys. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable and we would be in violation of certain covenants in our credit and loan facilities. This would also negatively impact our revenues.

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Our vessels are exposed to operational risks, including terrorism, cyber-terrorism and piracy that may not be adequately covered by our insurance.

 

The operation of any vessel includes risks such as weather conditions, mechanical failure, collision, fire, contact with floating objects, cargo or property loss or damage and business interruption due to political circumstances in countries, piracy, terrorist and cyber-terrorist attacks, armed hostilities and labor strikes. Such occurrences could result in death or injury to persons, loss, damage or destruction 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, higher insurance rates and damage to our reputation and customer relationships generally.

 

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. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea, the Gulf of Aden and parts of the Indian Ocean and West Africa. If these attacks and other disruptions result in areas where our vessels are deployed being characterized by insurers as “war risk” zones or Joint War Committee “war, strikes, terrorism and related perils” listed areas, as parts of the Indian Ocean currently are, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult or impossible to obtain. In addition, there is always the possibility of a marine disaster, including oil spills and other environmental damage. Although our vessels carry a relatively small amount of oil used for fuel (“bunkers”), a spill of oil from one of our vessels or losses as a result of fire or explosion could be catastrophic under certain circumstances.

 

We may not be adequately insured against all risks, and our insurers may not pay particular claims. With respect to war risks insurance, which we usually obtain for certain of our vessels making port calls in designated war zone areas, such insurance may not be obtained prior to one of our vessels entering into an actual war zone, which could result in that vessel not being insured. 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. Under the terms of our credit facilities, we will be subject to restrictions on the use of any proceeds we may receive from claims under our insurance policies. Furthermore, in the future, we may not be able to maintain or obtain adequate insurance coverage at reasonable rates for our fleet. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs in the event of a claim or decrease any recovery in the event of a loss. If the damages from a catastrophic oil spill or other marine disaster exceeded our insurance coverage, the payment of those damages could have a material adverse effect on our business and could possibly result in our insolvency.

 

In general, we do not carry cyber-attack insurance, which could have a material adverse effect on our business, financial condition and results of operations.

 

In general, we do not carry loss of hire insurance. Occasionally, we may decide to carry loss of hire insurance when our vessels are trading in areas where a history of piracy has been reported. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking or unscheduled repairs due to damage to the vessel. Accordingly, any loss of a vessel or any extended period of vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

 

The operation of drybulk vessels has certain unique operational risks; failure to adequately maintain our vessels could have a material adverse effect on our business, financial condition and results of operations.

 

With a drybulk vessel, the cargo itself and its interaction with the vessel may create operational risks. By their nature, drybulk cargoes are often heavy, dense and easily shifted, and they may react badly to water exposure. In addition, drybulk vessels are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach while at sea. Breaches of a drybulk vessel’s hull may lead to the flooding of the vessel’s holds. If a drybulk 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 do not adequately maintain our vessels, we may be unable to prevent these events. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

 

Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.

 

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, or other assets of the relevant vessel-owning company, for unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or

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attachment of one or more of our vessels, or other assets of the relevant vessel-owning company or companies, could cause us to default on a charter, breach covenants in certain of our credit facilities, interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which 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 attempt to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels.

 

Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.

 

A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes its owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Even if we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may cause us to breach covenants in certain of our credit facilities, and could have a material adverse effect on our business, financial condition and results of operations.

 

We rely on information technology, and if we are unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted and our business could be negatively affected.

 

We rely on information technology networks and systems to process, transmit and store electronic and financial information; to capture knowledge of our business; to coordinate our business across our operation bases; and to communicate internally and with customers, suppliers, partners and other third-parties. These information technology systems, some of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber-attacks, telecommunication failures, user errors or catastrophic events. Our information technology systems are becoming increasingly integrated, so damage, disruption or shutdown to the system could result in a more widespread impact. If our information technology systems suffer severe damage, disruption or shutdown, and its business continuity plans do not effectively resolve the issues in a timely manner, our operations could be disrupted and our business could be negatively affected. In addition, cyber-attacks could lead to potential unauthorized access and disclosure of confidential information and data loss and corruption. There is no assurance that we will not experience these service interruptions or cyber-attacks in the future. Further, as the methods of cyber-attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities to cyber-attacks.

 

The ongoing uncertainty related to the Greek sovereign debt crisis may adversely affect our operating results.

 

Greece has experienced a macroeconomic downturn the recent years, including as a result of the sovereign debt crisis and the related austerity measures implemented by the Greek government. Our operations in Greece may be subjected to new regulations or regulatory action that may require us to incur new or additional compliance or other administrative costs and may require that we or our Manager pay to the Greek government new taxes or other fees. We and our Manager also face the risk that strikes, work stoppages, civil unrest and violence within Greece may disrupt our and our Manager’s shoreside operations located in Greece. The Greek government’s taxation authorities have increased their scrutinization of individuals and companies to secure tax law compliance. If economic and financial market conditions remain uncertain, persist or deteriorate further, the Greek government may impose further changes to tax and other laws to which we and our Manager may be subject or change the ways they are enforced, which may adversely affect our business, operating results, and financial condition.

 

The vote by the United Kingdom to leave the European Union could adversely affect us.

 

The United Kingdom referendum on its membership in the European Union (“E.U.”) resulted in a majority of U.K. voters voting to exit the E.U. (“Brexit”). We have operations in the E.U., and as a result, we face risks associated with the potential uncertainty and disruptions that may follow Brexit, including volatility in exchange rates and interest rates and potential material changes to the regulatory regime applicable to our business or global trading parties. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in global political institutions, regulatory agencies and financial markets. Any of these effects of Brexit, and others we cannot anticipate or that may evolve over time, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

An increase in trade protectionism could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.

 

Our operations expose us to the risk that increased trade protectionism from China, other countries in the Asian region, the United States or other nations will adversely affect our business. If the global recovery is undermined by downside risks and the recent

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economic downturn returns, or if the regulatory environment otherwise dictates, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing the demand for shipping. Specifically, increasing trade protectionism affecting the markets that our charterers serve may cause (i) a decrease in cargoes available to our charterers in favor of domestic charterers and domestically owned ships and (ii) an increase in the risks associated with importing goods to such markets. Any increased trade barriers or restrictions on trade would 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 renew and increase the number of their time charters with us. This could have a material adverse effect on our business, financial condition and results of operations.

 

Changes in fuel prices may adversely affect our profits.

 

Upon redelivery of vessels at the end of a 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. In addition, although we rarely deploy our vessels on voyage charters, fuel is a significant, if not the largest, expense that we would incur with respect to vessels operating on voyage charter. As a result, an increase in the price of fuel may adversely affect our profitability. In addition in case of a sudden significant drop in fuel prices we might incur a loss from the valuation of our inventory resulting from the valuation of the bunkers remaining on board of our vessels, which might be affected by a sudden decline of bunker market price. As a result, a sudden decrease in the price of fuel may adversely affect our profitability. The price and supply of fuel is volatile and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.

 

Seasonal fluctuations in industry demand could have a material adverse effect on our business, financial condition and results of operations and the amount of available cash with which we can pay dividends.

 

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result in quarter-to-quarter volatility in our results of operations, which could affect the amount of dividends, if any, that we pay to our stockholders. The market for marine drybulk transportation services is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. This seasonality could have a material adverse effect on our business, financial condition and results of operations.

 

Charterers may renegotiate or default on period time charters, which could reduce our revenues and have a material adverse effect on our business, financial condition and results of operations.

 

The ability and willingness of each of our counterparties to perform its obligations under a period time charter agreement 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 drybulk shipping industry and the overall financial condition of the counterparties. If we enter into period time charters with charterers when charter rates are high and charter rates subsequently fall significantly, charterers may seek to renegotiate financial terms or may default on their obligations. Additionally, charterers may attempt to bring claims against us based on vessel performance or cargo loading or unloading operations, seeking to renegotiate financial terms or avoid payments. Also, our charterers may experience financial difficulties due to prevailing economic conditions or for other reasons, and as a result may default on their obligations. In recent years the industry has experienced numerous incidents of charterers renegotiating their charters or defaulting on their obligations thereunder. In the past we have agreed to certain early redeliveries at the request of charterers. See “Item 5. Operating and Financial Review and Prospects.” If a charterer defaults on a charter, we will, to the extent commercially reasonable, seek the remedies available to us, which may include arbitration or litigation to enforce the contract, although such efforts may not be successful. Should a charterer default on a period time charter, we may have to enter into a charter at a lower charter rate, which would reduce our revenues. If we cannot enter into a new period time charter, we may have to secure a charter in the spot market, where charter rates are volatile and revenues are less predictable. It is also possible that we would be unable to secure a charter at all, which would also reduce our revenues, and could have a material adverse effect on our business, financial condition, results of operations, loan and credit facility covenants and cash flows.

 

We depend upon a limited number of customers for a large part of our revenues and the loss of one or more of these customers could have a material adverse effect on our business, financial condition and results of operations.

 

We expect to derive a significant part of our revenues from a limited number of customers. During the year ended December 31, 2016, two of our charterers accounted for more than 10% of our revenues and in previous periods some of our charterers accounted for more than 10% of our revenues. We could lose a customer for many different reasons, including:

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·a failure of the customer to make charter payments because of its financial inability, disagreements with us or otherwise;

 

·the customer’s termination of its charters because of our non-performance, including serious deficiencies with the vessels we provide to that customer or prolonged periods of off-hire;

 

·a prolonged force majeure event that affects the customer may prevent us from performing services for that customer, i.e., damage to or destruction of relevant production facilities and war or political unrest; and

 

·the other reasons discussed in this section.

 

If we lose a key customer, we may be unable to obtain period time charters on comparable terms with charterers of comparable standing or may have increased exposure to the volatile spot market, which is highly competitive and subject to significant price fluctuations. We would not receive any revenues from such a vessel while it remained unchartered, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition, insure it and service any indebtedness secured by such vessel. The loss of any of our key customers, a decline in payments under our charters or the failure of a key customer to perform under its charters with us could have a material adverse effect on our business, financial condition and results of operations.

 

We have adopted an anti-bribery policy consistent with the provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and anti-bribery legislation in other jurisdictions. Actual or alleged violations of these policies could result in damage of our reputation, sanctions, criminal penalties, imprisonment, civil action and fines, which could have an adverse effect on our business.

 

We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted policies consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) and anti-bribery legislation in other jurisdictions. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, 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 may have difficulty properly managing our planned growth through acquisitions of additional vessels.

 

We intend to grow our business through the acquisition of our one contracted newbuild vessel as of February 17, 2017, scheduled to be delivered in 2018. We may contract additional newbuild vessels or make selective acquisitions of additional secondhand vessels. Our future growth will primarily depend on our ability to locate and acquire suitable vessels, enlarge our customer base, operate and supervise any newbuilds we may order and obtain required debt or equity financing on acceptable terms.

 

A delay in the delivery to us of any such vessel, or the failure of the shipyard to deliver a vessel at all, could cause us to breach our obligations under a related charter and could adversely affect our earnings. In addition, the delivery of any of these vessels with substantial defects could have similar consequences.

 

A shipyard could fail to deliver a newbuild on time or at all because of:

 

·work stoppages or other hostilities, political or economic disturbances that disrupt the operations of the shipyard;

 

·quality or engineering problems;

 

·bankruptcy or other financial crisis of the shipyard;

 

·a backlog of orders at the shipyard;

 

·disputes between the Company and the shipyard regarding contractual obligations;

 

·weather interference or catastrophic events, such as major earthquakes or fires;

 

·our requests for changes to the original vessel specifications; or
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·shortages of or delays in the receipt of necessary construction materials, such as steel, or equipment, such as main engines, electricity generators and propellers.

 

A third-party seller could fail to deliver a secondhand vessel on time or at all because of:

 

·bankruptcy or other financial crisis of the third-party seller;

 

·quality or engineering problems;

 

·disputes between the Company and the third-party seller regarding contractual obligations; or

 

·weather interference or catastrophic events, such as major earthquakes or fires.

 

In addition, we may seek to terminate or novate a vessel acquisition contract due to market conditions, financing limitations or other reasons. The outcome of contract termination or novation negotiations may require us to forego deposits on construction or acquisition, as applicable, and pay additional cancellation fees. In addition, where we have already arranged a future charter with respect to the terminated contract, we may incur liabilities to such charter counterparty depending on the terms of such charter.

 

During periods in which charter rates are high, vessel values generally are high as well, and it may be difficult to consummate vessel acquisitions or enter into newbuild contracts at favorable prices. During periods when charter rates are low, we may be unable to fund the acquisition of vessels, whether through lending or cash on hand. For these reasons, we may be unable to execute our growth plans or avoid significant expenses and losses in connection with our future growth efforts.

 

As we expand our business, we will need to improve or expand our operations and financial systems, staff and crew; if we cannot improve these systems or recruit suitable employees, our performance may be adversely affected.

 

Our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet, and our Managers’ attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will have to rely on our Managers to recruit additional seafarers and shoreside administrative and management personnel. Our Managers may not be able to continue to hire suitable employees or a sufficient number of employees as we expand our fleet. If our Managers’ unaffiliated crewing agents encounter business or financial difficulties, we may not be able to adequately staff our vessels. We may also have to increase our customer base to provide continued employment for most of our new vessels. If we are unable to operate our financial system, our Managers are unable to operate our operations systems effectively or to recruit suitable employees in sufficient numbers or we are unable to increase our customer base as we expand our fleet, our performance may be adversely affected.

 

Unless we set aside reserves for vessel replacement, at the end of a vessel’s useful life, our revenue will decline, which would adversely affect our cash flows and income.

 

As of February 17, 2017, the vessels in our current fleet had an average age of 6.6 years. Unless we maintain cash reserves for vessel replacement, we may be unable to replace the 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. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. 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.

 

If we are unable to obtain additional secured indebtedness, we may default on our commitments relating to our contracted newbuild or other capital expenditures, and we may not be able to finance our future fleet expansion program, which would have a material adverse effect on our business, financial condition and results of operations.

 

The net remaining capital expenditure requirements were $32.4 million as of February 17, 2017. We anticipate that our primary sources of funds to satisfy this commitment will be from existing cash and time deposits, $16.9 million of preferred equity to be issued in 2018 to an unaffiliated investor by the subsidiary that owns the newbuild and operating cash surplus. As of February 17, 2017, the Company has one existing vessel unencumbered and $114.0 million in cash, time deposits and restricted cash, and $16.9 million available under new financing arrangements, loan and credit facilities. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, including the actual or perceived credit quality of our charterers and the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial markets and contingencies and uncertainties that are beyond our control. To the extent that we are unable to enter into new credit facilities and obtain such additional secured indebtedness on terms acceptable to us, we will need to find alternative financing. If we are unable to find alternative financing, we will not be

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capable of funding all of our commitments for our capital expenditures. A failure to fulfill our commitments generally results in a forfeiture of the advance we paid to the shipyard or the third-party seller with respect to the contracted newbuild vessel and a write-off of expenses capitalized. In addition, we may also be liable for other damages for breach of contract. Examples of such liabilities could include payments to the shipyard or the third-party seller for the difference between the forfeited advance and the amount that remains to be paid by us if the shipyard or the third-party seller cannot locate a third-party buyer that is willing to pay an amount equal to the difference or compensatory payments by us to charter parties with whom we have entered into charters with respect to such vessels. Such events, if they occurred, would adversely affect our business, financial condition and results of operation.

 

The aging of our fleet and our acquisitions of secondhand vessels may result in increased operating costs in the future, which could adversely affect our ability to operate our vessels profitably.

 

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. As of February 17, 2017, the average age of the vessels in our current fleet was 6.6 years. As our vessels age, they may become less fuel efficient and more costly to maintain and will not be as advanced as more recently constructed vessels due to improvements in design and engine technology. Rates for cargo insurance, paid by charterers, also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, safety or other equipment standards related to the age 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 our 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.

 

Ten vessels in our fleet in total were over ten years old as of December 31, 2016. We may encounter higher operating and maintenance costs due to the age and condition of those vessels. In addition, if in the future we acquire secondhand vessels, such vessels may develop unexpected mechanical and operational problems despite adherence to regular survey schedules and proper maintenance. We cannot obtain the same knowledge about the condition of a secondhand vessel compared to a newbuild through the performed inspection prior to the purchase of such secondhand vessel nor about the cost of any required (or anticipated) repairs that we would have had if this vessel had been built for and operated exclusively by us. We will have the benefit of warranties on newly constructed vessels; we may not receive the benefit of warranties on secondhand vessels.

 

Because we generate substantially all of our revenues in U.S. dollars but incur a material portion of our expenses in other currencies, and may, in the future, also incur a material portion of our indebtedness and our capital expenditure requirements in other currencies, exchange rate fluctuations could have a material adverse effect on our business, financial condition and results of operations.

 

We generate substantially all of our revenues in U.S. dollars, but in 2016 we incurred approximately 21.3% of our vessel operating expenses in currencies other than the U.S. dollar, of which 70.8% was denominated in Euro amounts. Although as of December 31, 2016, all of our indebtedness and the amounts due under our newbuild contracts were denominated in U.S. dollars, we have also historically entered into shipbuilding contracts whereby part of the contract price was payable in Japanese yen. Also, new credit facilities and financing agreements or newbuild contracts may be denominated in or permit conversion into currencies other than the U.S. dollar. The use of different currencies could lead to fluctuations in our net income due to changes in the value of the U.S. dollar relative to other currencies, in particular the Euro and the Japanese yen. We have not hedged our currency exposure, and, as a result, our results of operations and financial condition, denominated in U.S. dollars, and our ability to pay dividends, could suffer.

 

Restrictive covenants in our existing credit facilities and financing agreements impose, and any future credit facilities and financing agreements will impose, financial and other restrictions on us, and any breach of these covenants could result in the acceleration of our indebtedness and foreclosure on our vessels.

 

Our existing credit facilities and financing agreements impose, and any future credit facility and financing agreement will impose, operating and financial restrictions on us. These restrictions generally limit our ability to, among other things:

 

·pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend;

 

·enter into certain long-term charters;

 

·incur additional indebtedness, including through the issuance of guarantees;

 

·change the flag, class or management of the vessel mortgaged under such facility or terminate or materially amend the management agreement relating to such vessel;
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·create liens on their assets;

 

·make loans;

 

·make investments;

 

·make capital expenditures;

 

·undergo a change in ownership or control or permit a change in ownership and control of our Managers;

 

·sell the vessel mortgaged under such facility; and

 

·permit our chief executive officer to change.

 

Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours, and we cannot guarantee that we will be able to obtain our lenders’ permission when needed. This may limit our ability to pay dividends to our stockholders, finance our future operations or pursue business opportunities.

 

Certain of our existing credit facilities require our subsidiaries to maintain financial ratios and satisfy financial covenants. Depending on the credit facility, certain of our subsidiaries are subject to financial ratios and covenants requiring that these subsidiaries:

 

·ensure that the market value of the vessel mortgaged under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below 100% or 110% as the case may be, until December 31, 2017 and 100% or 120% as the case may be, applicable as of January 1, 2018 onwards for credit facilities outstanding with commercial financing institutions and 120% for credit facilities outstanding with governmental owned export credit institutions (the “Minimum Value Covenant”);

 

·maintain a minimum cash balance per vessel with the respective lender from $250,000 to $1,000,000 as the case may be; and

 

·ensure that we comply with certain financial covenants under the guarantees described below.

 

In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit facilities, we are subject to financial covenants. Depending on the guarantee, these financial covenants include the following as of February 17, 2017:

 

·our total consolidated liabilities divided by our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment and the book value of all other assets) (the “Consolidated Leverage Covenant”) must not exceed 90%, until December 31, 2017 and 85% applicable as of January 1, 2018 onwards, for credit facilities outstanding with commercial financing institutions and 80% for credit facilities outstanding with government owned export credit institutions;

 

·our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment and the book value of all other assets) less its total consolidated liabilities (the “Net Worth Covenant”) must not be less than $150,000,000, applicable as of January 1, 2017 onwards for credit facilities outstanding with government owned-export credit institutions. For credit facilities outstanding with commercial financing institutions the Net Worth Covenant is waived until December 31, 2017 subject to a minimum fleet size of 30 vessels and must not be less than $150,000,000, applicable as of January 1, 2018 onwards;

 

·the ratio of our EBITDA over consolidated interest expense (the “EBITDA Covenant”) must not be less than 2.0:1, on a trailing 12 months’ basis, applicable as of January 1, 2018 onwards, for credit facilities outstanding with commercial financing institutions;

 

·the ratio of our aggregate debt to EBITDA must not exceed 5.5:1 on a trailing 12 months’ basis, applicable as of January 1, 2018 onwards for credit facilities outstanding with government owned export credit institutions;

 

·our consolidated debt must not exceed $650,000,000 on December 31, 2016, $610,000,000 on June 30, 2017 and $605,000,000 on December 31, 2017 for credit facilities outstanding with government owned export credit institutions;
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·payment of dividends is subject to no event of default having occurred and continuing and is prohibited if the payment of such dividends would lead to an event of default; and

 

·a minimum of 35%, of our shares shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the relevant credit facilities.

 

The Consolidated Leverage Covenant, EBITDA covenant and Net Worth Covenant do not apply to the loan facility with our subsidiary Shikokuepta Shipping Inc., and the EBITDA covenant does not apply to financing agreements entered into by our subsidiaries Maxeikosi Shipping Corporation, Maxeikosiena Shipping Corporation, Maxeikositria Shipping Corporation, Youngone Shipping Inc. and Youngtwo Shipping Inc.

 

A failure to meet our payment and other obligations or to maintain compliance with the applicable financial covenants could lead to defaults under our secured credit facilities. Our lenders could then accelerate our indebtedness and foreclose on the vessels in our fleet securing those credit facilities. The loss of these vessels would have a material adverse effect on our business, financial condition and results of operations.

 

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.

 

We have not paid any dividends on our shares of common stock since August 2015. The declaration and payment of dividends, if any, will always be subject to the discretion of our board of directors. The timing and amount of any dividends declared will depend on, among other things: (i) our earnings, financial condition and cash requirements and available sources of liquidity, (ii) decisions in relation to our growth and leverage strategies, (iii) provisions of Marshall Islands and Liberian law governing the payment of dividends, (iv) restrictive covenants in our existing and future debt instruments, and (v) global financial conditions. Therefore, we might continue not paying dividends on our shares of common stock in the future.

 

There may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends based upon, among other things:

 

·the rates we obtain from our charters as well as the rates obtained upon the expiration of our existing charters;

 

·the level of our operating costs;

 

·the level of our general and administrative costs;

 

·the number of unscheduled off-hire days and the timing of, and number of days required for, scheduled drydocking of our ships;

 

·vessel acquisitions and related financings;

 

·level of indebtedness;

 

·restrictions in our loan and credit facilities and in any future debt facilities;

 

·prevailing global and regional economic and political conditions;

 

·the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;

 

·the amount of cash reserves established by our board of directors; and

 

·restrictions under Marshall Islands and Liberian law.

 

We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, if any. Our growth strategy contemplates that we will finance the acquisition of our newbuild or selective acquisitions of second hand vessels in addition to our contracted newbuild through a combination of cash on hand, our operating cash flow and debt financing or equity financing. If financing is not available to us on acceptable terms, our board of directors may decide to finance or refinance such acquisitions with a greater percentage of cash from operations to the extent available, which would reduce or even eliminate the amount of cash available for the payment of dividends. We may also enter into other agreements that will restrict our ability to pay dividends.

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Under the terms of certain of our existing credit facilities, we are not permitted to pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend. We expect that any future credit facilities will also have restrictions on the payment of dividends. In addition, cash dividends on our common stock are subject to the priority of dividends on the 1,490,603 shares of Series B Preferred Shares issued June 2013, 2,300,000 shares of Series C Preferred Shares issued May 2014 and 3,200,000 shares of Series D Preferred Shares issued June 2014, in each case outstanding as of December 31, 2016.

 

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where our vessel-owning subsidiaries are incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. Our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit and loan facilities, we are subject to financial and other covenants, which may limit our ability to pay dividends. We also may not have sufficient surplus or net profits in the future to pay dividends.

 

The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items. We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. As a result of these and the other factors mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income.

 

We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to make dividend payments.

 

We are a holding company and our subsidiaries, which are all wholly-owned by us, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly-owned subsidiaries and cash and cash equivalents held by us. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third party, including a creditor, and the laws of the Republic of Liberia and of the Republic of the Marshall Islands, where our vessel-owning subsidiaries are incorporated, which regulate the payment of dividends by companies. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to declare or pay dividends.

 

We depend on our Managers to operate our business and our business could be harmed if our Managers fail to perform their services satisfactorily.

 

Pursuant to our management agreement, as amended, with Safety Management (the “SMO Management Agreement”) and our management agreement with Safe Bulkers Management (the “SBM Management Agreement” and, together with the SMO Management Agreement, the “Management Agreements”), our Managers provide us with technical, administrative and commercial services (including vessel maintenance, crewing, purchasing, shipyard supervision, insurance, assistance with regulatory compliance, financial services and office space). Our operational success depends significantly upon our Managers’ satisfactory performance of these services. Our business would be harmed if our Managers failed to perform these services satisfactorily. In addition, if either of the Management Agreements 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 Management Agreements.

 

Our ability to compete for and enter into charters and to expand our relationships with our existing charterers will depend largely on our relationship with our Managers and their reputation and relationships in the shipping industry. If our Managers suffer material damage to their reputation or relationships, it may harm our ability to:

 

·renew existing charters upon their expiration;

 

·obtain new charters;

 

·successfully interact with shipyards during periods of shipyard construction constraints;

 

·obtain financing on commercially acceptable terms;

 

·maintain satisfactory relationships with our charterers and suppliers; and

 

·successfully execute our business strategies.

 

If our ability to do any of the things described above is impaired, it could have a material adverse effect on our business, financial condition and results of operations.

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Although we may have rights against our Managers if they default on their obligations to us, investors in us will have no recourse against our Managers.

 

Our Managers are permitted to provide certain management services to affiliates and third parties under the specific restrictions of our Management Agreements. Although our Managers are required to provide preferential treatment to our vessels with respect to chartering arrangements under the Management Agreements, our Managers’ time and attention may be diverted from the management of our vessels in such circumstances.

 

Further, we will need to seek approval from our lenders to change our Managers.

 

Management fees are payable to our Managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of operations.

 

Pursuant to our Management Agreements, we pay our Managers a fixed fee of $975 per day per vessel for providing commercial, technical and administrative services (subject to adjustment for compensation expenses payable by us) (see the section entitled “Item 5. Operating and Financial Review and Prospects—A. Operating Results—General and Administrative Expenses” for more information). In addition, we pay our Managers certain commissions and fees with respect to vessel purchases, sales and newbuilds. The management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses, crewing costs, insurance premiums, commissions and certain public company expenses such as directors’ and officers’ liability insurance, legal and accounting fees and other similar public company expenses, which are reimbursed by us. The management fees can be adjusted annually on May 29 of each year, the anniversary of our entry into the Management Agreements. The management fees are payable whether or not our vessels are employed, and regardless of our profitability, and we have no ability to require our Managers to reduce the management fees if our profitability decreases, which could have a material adverse effect on our business, financial condition and results of operations.

 

Both of our Managers are privately held companies, and there is little or no publicly available information about them; an investor could have little advance warning of problems affecting our Managers that could have a material adverse effect on us.

 

The ability of our Managers to continue providing services for our benefit will depend in part on their own financial strength. Circumstances beyond our control could impair our Managers’ financial strength. Because our Managers are privately held, it is unlikely that information about their financial strength would become public or available to us prior to any default by our Managers under the Management Agreements. As a result, we may, and our investors might, have little advance warning of problems that affect our Managers, even though those problems could have a material adverse effect on us.

 

Our chief executive officer also controls our Managers, which could create conflicts of interest between us and our Managers.

 

Our chief executive officer, Polys Hajioannou, controls both of our Managers. The Hajioannou family (including Polys Hajioannou), directly and through entities controlled by the Hajioannou family, owns approximately 51.75% of our outstanding common stock (see “Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders” for more information). These relationships could create conflicts of interest between us, on the one hand, and our Managers, on the other hand. These conflicts may arise in connection with the chartering, purchase, sale and operation of the vessels in our fleet versus vessels owned or chartered-in by other companies affiliated with our Managers or our chief executive officer. To the extent we elect not to exercise our right of first refusal with respect to any drybulk vessel that may be acquired by companies affiliated with our chief executive officer, such companies could acquire and operate such drybulk vessels in competition with us. In addition, although under our Management Agreements our Managers will be required to first provide us any chartering opportunities in the drybulk sector, our Managers are not prohibited from giving preferential treatment in other areas of its management to vessels that are beneficially owned by related parties. In addition, under our restrictive covenant arrangements with Polys Hajioannou and certain entities affiliated with him, he and such entities may own, operate or finance a maximum of four drybulk vessels on the water at any one time or enter into contracts with shipyards for newbuild drybulk vessels as part of his estate planning for the benefit of one or more of his children. Any such drybulk vessels are not required to be managed by either of our Managers, and Polys Hajioannou and his related entities are not required to first provide chartering opportunities to us with respect to such vessel. These conflicts of interest may have an adverse effect on our business, financial condition and results of operations.

 

Our business depends upon certain employees who may not necessarily continue to work for us; if such employees were no longer to be affiliated with us, our business, financial condition and results of operation could suffer.

 

Our future success depends, to a significant extent, upon our chief executive officer, Polys Hajioannou, and certain other members of our senior management and of our Managers. Polys Hajioannou has substantial experience in the drybulk shipping industry and for 30 years has worked with us, our Managers and their predecessor. He and other members of our senior management and of our Managers

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manage our business and their performance is crucial to the execution of our business strategies and to the growth and development of our business. If these individuals were no longer to be affiliated with us or our Managers, or if we were to otherwise cease to receive advisory services from them, we may be unable to recruit other employees with equivalent talent and experience, and our business and financial condition could suffer. We do not maintain, and do not intend to maintain, “key man” life insurance on any of our executive officers.

 

The provisions in our restrictive covenant arrangements with our chief executive officer and certain entities affiliated with him restricting their ability to compete with us, like restrictive covenants generally, may not be enforceable.

 

Our chief executive officer, Polys Hajioannou, and certain entities affiliated with him have entered into restrictive covenant agreements with us under which they are precluded from competing with us during either (i) with respect to Polys Hajioannou, the term of his service with us as executive and director and for one year thereafter, or (ii) with respect to entities affiliated with Polys Hajioannou, during the term of the Management Agreements and for one year following the termination of both Management Agreements, in each case subject to certain exceptions. Courts generally do not favor the enforcement of such restrictions, particularly when they involve individuals and could be construed as infringing on such individuals’ ability to be employed or to earn a livelihood. Our ability to enforce these restrictions, should it ever become necessary, will depend upon the circumstances that exist at the time enforcement is sought. A court may not enforce the restrictions as written by way of an injunction and we may not necessarily be able to establish a case for damages as a result of a violation of the restrictive covenants.

 

Our vessels call on ports located in Iran and Syria, which are identified by the United States government as state sponsors of terrorism and are subject to United States economic sanctions, which could be viewed negatively by investors and adversely affect the trading price of our common stock and Preferred Shares.

 

From time to time, vessels in our fleet have called and/or may call on ports located in countries identified by the United States government as state sponsors of terrorism and subject to United States economic sanctions. From January 1, 2005 through December 31, 2011, vessels in our fleet made 20 calls on ports in Iran and three calls on ports in Syria out of a total of 2,327 calls on worldwide ports. From January 1, 2012 through December 31, 2015, vessels in our fleet did not make any calls on ports in Iran or Syria. From January 1, 2016 through December 31, 2016, vessels in our fleet made three calls on ports in Iran and no calls on ports in Syria out of a total of 750 calls on worldwide ports. Iran and Syria are identified by the United States government as state sponsors of terrorism. Although these designations and controls do not prevent our vessels from making calls on ports in these countries, potential investors could view such port calls negatively, which could adversely affect our reputation and the market for our common stock. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

 

Our policy is for our vessels to avoid making calls on ports in Iran and Syria unless the charterer provides information certifying that its cargo is licensed by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.

 

See “Item 4. Information on the Company—B. Business Overview—Disclosure of activities pursuant to Section 13(r) of the U.S. Securities Exchange Act of 1934” for more information.

 

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law; therefore, you may have more difficulty protecting your interests than stockholders of a U.S. corporation.

 

Our corporate affairs are governed by our articles of incorporation, our bylaws and by the Marshall Islands Business Corporations Act (“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 United States jurisdictions. The rights of stockholders of companies incorporated in the Republic of the Marshall Islands may differ from the rights of stockholders of companies incorporated in the United States. While the BCA provides that it is to be interpreted according to the non-statutory laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Republic of the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts. Thus, you may have more difficulty in protecting your interests in the face of actions by our management, directors or controlling stockholders than would stockholders of a corporation incorporated in a United States jurisdiction which has developed a more substantial body of case law in the corporate law area.

 

It may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

 

We are incorporated under the laws of the Republic of the Marshall Islands, and our Managers’ business is operated primarily from their offices in Limassol, Cyprus and Athens, Greece. In addition, a majority of our directors and officers are or will be non-residents

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of the United States, and all of our assets and a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under the securities laws or otherwise. You may also have difficulty enforcing, both within and outside of the United States, judgments you may obtain in the United States courts against us or these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. There is also substantial doubt that the courts of the Republic of the Marshall Islands, the Republic of Cyprus or Greece would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws.

 

We may be subject to lawsuits for damages and penalties.

 

The nature of our business exposes us to the risk of lawsuits for damages or penalties relating to, among other things, personal injury, property casualty and environmental contamination. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. However, such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

 

Risks Relating to Our Common Stock and Preferred Shares

 

The Hajioannou family controls the outcome of matters on which our stockholders are entitled to vote and its interests may be different from yours.

 

The Hajioannou family (including our chief executive officer, Polys Hajioannou), owns approximately 51.75% of our outstanding common stock (see “Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders” for more information). The Hajioannou family is able to control the outcome of matters on which our stockholders are entitled to vote, including the election of our entire board of directors and other significant corporate actions. The interests of the Hajioannou family may be different from yours.

 

Our status as a foreign private issuer within the rules promulgated under the Exchange Act exempts us from certain requirements of the SEC and NYSE.

 

We are a “foreign private issuer” within the rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the New York Stock Exchange (“NYSE”) listing rules, a foreign private issuer may elect to comply with the practice of its home country and to not comply with certain NYSE corporate governance requirements, including the requirements that (a) a majority of the board of directors consist of independent directors, (b) a nominating and corporate governance committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (c) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (d) an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken and (e) the obligation to obtain shareholder approval in connection with certain issuances of authorized stock or the approval of, and material revisions to, equity compensation plans. Moreover, we are not required to comply with certain requirements of the SEC that non-foreign private issuers are required to comply with, including (a) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K, (b) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (c) the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information and (d) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months). Therefore, you will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements or SEC requirements.

 

For example, in reliance on the foreign private issuer exemption to the NYSE listing rules a majority of our board of directors may not consist of independent directors; our board’s approach may therefore be different from that of a board with a majority of independent directors, and as a result, the management oversight of our Company may be more limited than if we were subject to the NYSE listing rules.

 

See “Item 16G. Corporate Governance” for more information.

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Future sales of our common stock could cause the market price of our common stock to decline and our existing stockholders may experience significant dilution.

 

We may issue additional shares of our common stock in the future and our stockholders may elect to sell large numbers of shares held by them from time to time.

 

In April 2011, we issued and sold 5,000,000 shares of common stock in a public offering. The gross proceeds of the April 2011 public offering were approximately $42.0 million. In March 2012, we issued and sold 5,750,000 shares of common stock in a public offering. The gross proceeds of the March 2012 public offering were approximately $37.4 million. In November 2013, we issued and sold 5,750,000 shares of common stock in a public offering. Concurrently with that public offering, we issued and sold 1,000,000 shares of common stock to an entity associated with our chief executive officer, Polys Hajioannou, in a private placement. The gross proceeds of the November 2013 public offering and private placement were approximately $50.2 million. In December 2016, we issued and sold 15,640,000 shares of common stock in a public offering, in which an entity associated with Polys Hajioannou purchased 2,727,272 shares of common stock. The gross proceeds of the December 2016 public offering were approximately $17.2 million.

 

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales could occur, may depress the market price for our common stock. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future.

 

Our existing stockholders may also experience significant dilution in the future as a result of any future offering.

 

We also entered into a registration rights agreement in connection with our initial public offering with Vorini Holdings Inc., one of our principal stockholders, pursuant to which we have granted it and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act of 1933, as amended (the “Securities Act”), shares of our common stock held by them. Under the registration rights agreement, Vorini Holdings Inc. and certain of its transferees have the right to request us to register the sale of shares held by them on their behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, those persons have the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us. Registration of such shares under the Securities Act would, except for shares purchased by affiliates, result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration.

 

There is no guarantee of a continuing public market for you to resell our common or preferred stock.

 

Our common stock and Preferred Shares trade on the NYSE. We cannot assure you that an active and liquid public market for our common stock or Preferred Shares will continue, which would likely have a negative effect on the price of our common stock or Preferred Shares, as applicable, and impair your ability to sell or purchase our common stock or Preferred Shares, as applicable, when you wish to do so. In January 2016, we announced that we received notice from the NYSE indicating that the trading price of our common stock was not in compliance with the NYSE’s continuing listing standard that requires a minimum average closing price of $1.00 per share over a period of 30 consecutive trading days. On June 1, 2016, the NYSE notified us that our average stock price for the 30-trading days ended May 31, 2016 was above the NYSE’s minimum requirement of $1.00 based on a 30-trading day average and, accordingly, that the Company was no longer considered below the NYSE’s $1.00 continued listing standard.

 

In the future, if our common stock falls below the continued listing standard of $1.00 per share or otherwise fails to satisfy any of the NYSE continued listing requirements, and if we are unable to cure such deficiency during any subsequent cure period, our common stock could be delisted from the NYSE.

 

Anti-takeover provisions in our organizational documents could make it difficult for our stockholders to replace or remove our current board of directors and together with our adoption of a stockholder rights plan could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of the shares of our common stock.

 

Several provisions of our articles of incorporation and bylaws could make it difficult for our stockholders 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 stockholders may consider favorable. These provisions:

 

·authorize our board of directors to issue “blank check” preferred stock without stockholder approval;

 

·provide for a classified board of directors with staggered, three-year terms;

 

·prohibit cumulative voting in the election of directors;
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·authorize the removal of directors only for cause;

 

·prohibit stockholder action by written consent unless the written consent is signed by all stockholders entitled to vote on the action;

 

·establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and

 

·provide that special meetings of our stockholders may only be called by the chairman of our board of directors, chief executive officer or a majority of our board of directors.

 

We have adopted a stockholder rights plan pursuant to which our board of directors may cause the substantial dilution of the holdings of any person that attempts to acquire us without the approval of our board of directors.

 

These anti-takeover provisions, including the provisions of our prospective stockholder rights plan, could substantially impede the ability of public stockholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

 

We may not have sufficient cash from our operations to enable us to pay dividends on or to redeem our Preferred Shares following the payment of expenses and the establishment of any reserves.

 

We pay quarterly dividends on our Preferred Shares only from funds legally available for such purpose when, as and if declared by our board of directors. We may not have sufficient cash available each quarter to pay dividends. In addition, we may have insufficient cash available to redeem our Preferred Shares. The amount of dividends we can pay or use to redeem Preferred Shares depends upon the amount of cash we generate from our operations, which may fluctuate.

 

The amount of cash we have available for dividends on or to redeem our Preferred Shares will not depend solely on our profitability.

 

The actual amount of cash we will have available for dividends or to redeem our Preferred Shares will depend on many factors, including the following:

 

·changes in our operating cash flow, capital expenditure requirements, working capital requirements and other cash needs;

 

·restrictions under our existing or future credit facilities or any future debt securities, including existing restrictions under our existing credit facilities on our ability to pay dividends if an event of default has occurred and is continuing or if the payment of the dividend would result in an event of default and restrictions on our ability to redeem securities;

 

·the amount of any cash reserves established by our board of directors; and

 

·restrictions under the laws of the Republic of the Marshall Islands, which generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares) or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

 

The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items, and our board of directors in its discretion may elect not to declare any dividends. As a result of these and the other factors mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income.

 

The Preferred Shares represent perpetual equity interests.

 

The Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As a result, holders of the Preferred Shares may be required to bear the financial risks of an investment in the Preferred Shares for an indefinite period of time. In addition, the Preferred Shares rank junior to all our indebtedness and other liabilities, and to any other senior securities we may issue in the future with respect to assets available to satisfy claims against us. Each series of our Preferred Shares rank pari passu with one another and any class or series of capital stock established

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after the original issue date of such preferred shares that is not expressly subordinated or senior to such preferred shares as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up.

 

Our Preferred Shares are subordinate to our debt, and your interests could be diluted by the issuance of additional preferred shares, including additional Preferred Shares, and by other transactions.

 

Our Preferred Shares are subordinate to all of our existing and future indebtedness. As of December 31, 2016, we had aggregate debt outstanding of $587.7 million, of which $13.3 million was the current portion of long term debt payable within the next 12 months. Our existing indebtedness restricts, and our future indebtedness may include restrictions on, our ability to pay dividends on or redeem preferred shares. Our articles of incorporation currently authorize the issuance of up to 20,000,000 shares of blank check preferred stock, par value $0.01 per share, of which, as of December 31, 2016, 1,490,603 shares of Series B Preferred Shares, 2,300,000 shares of Series C Preferred Shares and 3,200,000 shares of Series D Preferred Shares were issued and outstanding. Of this blank check preferred stock, 1,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan as described under “Item 10. Additional Information—B. Articles of Incorporation and Bylaws—Stockholder Rights Plan.” The issuance of additional preferred shares on a parity with or senior to the Preferred Shares would dilute the interests of holders of such shares, and any issuance of preferred shares senior to such preferred shares or of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Preferred Shares.

 

Holders of Preferred Shares have extremely limited voting rights.

 

The voting rights of holders of Preferred Shares are extremely limited. Our common stock is the only class or series of our shares carrying full voting rights. Holders of Preferred Shares have no voting rights other than the ability (voting together as a class with all other classes or series of preferred stock upon which like voting rights have been conferred and are exercisable, including all of the Preferred Shares), subject to certain exceptions, to elect one director if dividends for six quarterly dividend periods (whether or not consecutive) payable on our Preferred Shares are in arrears and certain other limited protective voting rights.

 

Our ability to pay dividends on and to redeem our Preferred Shares is limited by the requirements of the laws of the Republic of the Marshall Islands, the laws of the Republic of Liberia and existing and future agreements.

 

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where our vessel-owning subsidiaries are incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. Our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit facilities, we are subject to financial and other covenants, which may limit our ability to pay dividends and redeem the Preferred Shares. These and future agreements may limit our ability to pay dividends on and to redeem the Preferred Shares. We also may not have sufficient surplus or net profits in the future to pay dividends.

 

Tax Risks

 

In addition to the following risk factors, you should read “Item 10. Additional Information—E. Tax Considerations—Marshall Islands Tax Considerations,” “Item 10. Additional Information—E. Tax Considerations—Liberian Tax Considerations,” and “Item 10. Additional Information —E. Tax Considerations—United States Federal Income Tax Considerations” for a more complete discussion of expected material Marshall Islands, Liberian and United States federal income tax consequences of owning and disposing of our common stock and Preferred Shares.

 

We may earn shipping income that will be subject to United States income tax, thereby reducing our cash available for distributions to you.

 

Under United States tax rules, 50% of our gross income attributable to shipping that begins or ends in the United States will be subject to a 4% United States federal income tax (without allowance for deductions). The amount of this income may fluctuate, and we will not qualify for any exemption from this United States tax. Many of our charters contain provisions that obligate the charterers to reimburse us for this 4% United States tax. To the extent we are not reimbursed by our charterers, the 4% United States tax will decrease our cash that is available for dividends.

 

For a more complete discussion, see the section entitled “Item 10. Additional Information—Tax Considerations—E. United States Federal Income Tax Considerations—Taxation of Our Shipping Income.”

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United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States holders.

 

A non-United States corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (a) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (b) 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 that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” United States stockholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. In particular, United States holders who are individuals would not be eligible for preferential tax rates otherwise applicable to qualified dividends.

 

Based on our current operations and anticipated future operations, we believe that it is more likely than not that we currently will not be treated as a PFIC. In this regard, we intend to treat gross income we derive or are deemed to derive from our period time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our period time chartering activities should not constitute “passive income,” and that the assets we own and operate in connection with the production of that income should not constitute passive assets.

 

There are legal uncertainties involved in this determination. In Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit held that, contrary to the position of the United States Internal Revenue Service, or the “IRS,” in that case, and for purposes of a different set of rules under the Internal Revenue Code of 1986, or the “Code,” income received under a period time charter of vessels should be treated as rental income rather than services income. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our period time chartering activities would be treated as rental income, and we would probably be a PFIC. The IRS has stated that it disagrees with the holding in Tidewater and has specified that income from period time charters should be treated as services income. However, the IRS’s statement with respect to the Tidewater decision was an administrative action that cannot be relied upon or otherwise cited as precedent by taxpayers. In light of these authorities, the IRS or a United States court may not accept the position that we are not a PFIC, and there is a risk that the IRS or a United States court could determine that we are a PFIC. Moreover, we may constitute a PFIC for a future taxable year if there were to be changes in our assets, income or operations.

 

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States stockholders will face adverse United States tax consequences. See “Item 10. Additional Information—E. “Tax Considerations—United States Federal Income Tax Considerations—United States Federal Income Taxation of United States Holders” for a more comprehensive discussion of the United States federal income tax consequences to United States stockholders if we are treated as a PFIC.

 

ITEM 4.INFORMATION ON THE COMPANY

 

 A.History and Development of the Company

 

Safe Bulkers, Inc. was incorporated in the Republic of the Marshall Islands on December 11, 2007, under the BCA, for the purpose of acquiring ownership of various subsidiaries that either owned or were scheduled to own vessels. We are controlled by the Hajioannou family, which has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership. Vassos Hajioannou, the late father of Polys Hajioannou, our chief executive officer, first invested in shipping in 1958. Polys Hajioannou has been actively involved in the industry since 1987, when he joined the predecessor of Safety Management.

 

Over the past 20 years under the leadership of Polys Hajioannou, we have renewed our fleet by selling 16 drybulk vessels during periods of what we viewed as favorable secondhand market conditions and contracting to acquire 52 drybulk newbuilds and four drybulk secondhand vessels. Also under his leadership, we have expanded the classes of drybulk vessels in our fleet and the aggregate carrying capacity of our fleet has grown from 887,900 deadweight tons prior to our initial public offering in May 28, 2008 to 3,421,800 dwt as of February 17, 2017. Information on our capital expenditure requirements are discussed below in “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources.” The quality and size of our current fleet, together with our long-term relationships with several of our charter customers, are, we believe, the results of our long-term strategy of maintaining a young, high quality fleet, our broad knowledge of the drybulk industry and our strong management team. In addition to benefiting from the experience and leadership of Polys Hajioannou, we also benefit from the expertise of our Managers which, along with their predecessor, have specialized in drybulk shipping since 1965, providing services to over 50 drybulk vessels. In June 2008, we completed an initial public offering of our common stock in the United States and our common stock began trading on the NYSE. Our principal executive office is located at Apt. D11, Les Acanthes, 6, Avenue des Citronniers MC 98 000 Monaco. Our registered address in the Republic of the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,

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Republic of the Marshall Islands MH96960. The name of our registered agent at such address is The Trust Company of the Marshall Islands, Inc.

 

 B.Business Overview

 

We are an international provider of marine drybulk transportation services, transporting bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes for some of the world’s largest consumers of marine drybulk transportation services. As of February 17, 2017, we had a fleet of 38 drybulk vessels, with an aggregate carrying capacity of 3,421,800 dwt and an average age of 6.6 years, making us one of the world’s youngest fleets of Panamax, Kamsarmax, Post-Panamax and Capesize class vessels. Our fleet is expected to grow through 2018 as the result of the delivery of one contracted Japanese Kamsarmax class newbuild vessel. Upon delivery of our last contracted newbuild, assuming we do not acquire any additional vessels or dispose of any of our vessels, our fleet will be comprised of 39 vessels having an aggregate carrying capacity of 3,503,400 dwt.

 

We employ our vessels on both period time charters and spot time charters, according to our assessment of market conditions, with some of the world’s largest consumers of marine drybulk transportation services. The vessels we deploy on period time charters provide us with relatively stable cash flow and high utilization rates, while the vessels we deploy in the spot market allow us to maintain our flexibility in low charter market conditions.

 

General

 

As of February 17, 2017 our fleet comprised 38 vessels, of which 14 are Panamax class vessels, nine are Kamsarmax class vessels, 12 are Post-Panamax class vessels and three are Capesize class vessels, with an aggregate carrying capacity of 3,421,800 dwt and an average age of 6.6 years. Assuming delivery of the last of our contracted vessels in 2018, our fleet will be comprised of 14 Panamax class vessels, 10 Kamsarmax class vessels, 12 Post-Panamax class vessels and three Capesize class vessels, and the aggregate carrying capacity of our 39 vessels will be 3,503,400 dwt. As of February 17, 2017, the average remaining duration of the charters for our existing fleet was 1.2 years.

 

The majority of vessels in our fleet have sister ships with similar specifications in our existing or newbuild fleet. We believe using sister ships provides cost savings because it facilitates efficient inventory management and allows for the substitution of sister ships to fulfill our period time charter obligations.

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Our Fleet and Newbuild

 

The table below presents additional information with respect to our drybulk vessel fleet, including our newbuild, and its deployment as of February 17, 2017.

 

Vessel Name   Dwt   Year
Built(1)
  Country of
Construction
  Charter
Type
  Charter
Rate(2)
  Commissions(3)   Charter Period(4)   Sister
Ship(5)
CURRENT FLEET                                
Panamax                                
Maria   76,000   2003   Japan   Period   $6,500   3.75%   Aug 2016 – Jan 2018   A
Koulitsa   76,900   2003   Japan   Period(6)   $7,500   5.00%   Jan 2017 – Apr 2018    
Paraskevi   74,300   2003   Japan   Period   $5,600   5.00%   Aug 2016 – Mar 2017    
                Period   $7,400   5.00%   Apr 2017 – Jun 2018    
Vassos   76,000   2004   Japan   Period(7)   $7,500   5.00%   Jan 2017 – Mar 2018   A
Katerina   76,000   2004   Japan   Period(8)   BPI+6%   5.00%   Apr 2016 –Apr 2017    
                Period   7,500   5.00%   Apr 2017 – Jun 2018   A
Maritsa   76,000   2005   Japan   Period   $6,750   5.00%   Jul 2016 – Jul 2017   A
Efrossini   75,000   2012   Japan   Period   $8,500   5.00%   Feb 2017 – Aug 2017   B
Zoe   75,000   2013   Japan   Period(9)   $6,200   5.00%   Aug 2016 – Nov 2017   B
Kypros Land   77,100   2014   Japan   Spot   $10,500   5.00%   Feb 2017 – May 2017   H
Kypros Sea   77,100   2014   Japan   Period   $9,000   5.00%   Dec 2016 – Jul 2017   H
Kypros Bravery   78,000   2015   Japan   Period   $7,500   5.00%   Sep 2016 – Mar 2018   I
Kypros Sky   77,100   2015   Japan   Period   $9,100   5.00%   Dec 2016 – Feb 2018   H
Kypros Loyalty   78,000   2015   Japan   Period   $6,250   5.00%   Jun 2016 – Sep 2017   I
Kypros Spirit   78,000   2016   Japan   Spot   $6,000   5.00%   Jan 2017 – Feb 2017   I
Kamsarmax                                
Pedhoulas Merchant   82,300   2006   Japan   Period   $6,000   5.00%   Jun 2016 – Sep 2017   C
Pedhoulas Trader   82,300   2006   Japan   Period   $6,200   5.00%   Jul 2016 – Sep 2017   C
Pedhoulas Leader   82,300   2007   Japan   Period   $6,250   5.00%   Dec 2015– Mar 2017   C
Pedhoulas Commander   83,700   2008   Japan   Period   $6,250   5.00%   Jan 2016 – May 2017    
Pedhoulas Builder(10)   81,600   2012   China   Spot   $7,550   5.00%   Jan 2017 – Mar 2017    
                Period   $8,400(11)   5.00%   Apr 2017 – Apr 2018   D
Pedhoulas Fighter(10)   81,600   2012   China   Period    $6,100   5.00%   Feb 2016 – Jun 2017   D
Pedhoulas Farmer(10)   81,600   2012   China   Period   $6,200   5.00%   Aug 2016 – Mar 2017   D
Pedhoulas Cherry(10)   82,000   2015   China   Spot   $8,850   5.00%   Feb 2017 – Mar 2017    
                Period   $6,600   5.00%   Mar 2017 – Oct 2018   K
Pedhoulas Rose(10)   82,000   2017   China   Period   $8,500(12)   5.00%   Jan 2017 – Mar 2018   K
Post-Panamax                                
Marina   87,000   2006   Japan   Period   $6,200   5.00%   Dec 2015 – Feb 2017   E
Xenia   87,000   2006   Japan                   E
Sophia   87,000   2007   Japan   Period   $7,250   5.00%   Apr 2016 – Nov 2018   E
Eleni   87,000   2008   Japan   Period   $9,750   5.00%    Feb 2017 – Aug 2017   E
Martine   87,000   2009   Japan   Period(8)   BPI+10%    5.00%   Apr 2015 – Apr 2017   E
Andreas K   92,000   2009   South Korea   Spot   $5,000   5.00%   Jan 2017 – Feb 2017   F
Panayiota K   92,000   2010   South Korea   Period   $9,250   5.00%   Dec 2016 – Mar 2017   F
Venus Heritage   95,800   2010   Japan   Spot   $10,800   5.00%   Jan 2017 – Feb 2017    
                Period   $8,500   5.00%   Mar 2017 – Oct 2017   G
Venus History   95,800   2011   Japan   Spot   $5,850   5.00%   Jan 2017 – Feb 2017    
                Period   $8,750   5.00%   Feb 2017 – Oct 2017   G
Venus Horizon   95,800   2012   Japan   Period   $5,500   4.75%    Jan 2016 – Mar 2017   G
Troodos Sun   85,000   2016   Japan   Period   $10,000   5.00%   Jan 2017 – Apr 2017   J
Troodos Air   85,000   2016   Japan   Spot    $12,500   5.00%    Jan 2017 – Feb 2017   J
                                 
Capesize                                
Kanaris   178,100   2010   China   Period   $25,928   2.50%   Sep 2011 – Jun 2031    
Pelopidas   176,000   2011   China   Period   $38,000   1.00%   Feb 2012 – Dec 2021    
Lake Despina   181,400   2014   Japan   Period(13)   $24,376   1.25%   Jan 2014 – Jan 2024    
                                 
Subtotal   3,421,800                            
NEW BUILD                                
Kamsarmax                                
Hull No. 1552   81,600   1H 2018   Japan                    
                                 
Subtotal   81,600                            
TOTAL   3,503,400                            

 

 

 

(1)For existing vessels, the year represents the year built. For our newbuild, the date shown reflects the expected delivery dates.
  
(2)Quoted charter rates are gross charter rates. For charter parties with variable rates among periods or consecutive charter parties with the same charterer, the recognized gross daily charter rate represents the weighted average gross daily charter rate over the duration of the applicable charter period or series of charter periods, as applicable. In the case of a charter agreement that provides for additional payments, namely ballast bonus to compensate for vessel repositioning, the gross daily charter rate presented has
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 been adjusted to reflect estimated vessel repositioning expenses. Gross charter rates are inclusive of commissions. Net charter rates are charter rates after the payment of commissions. In the case of voyage charters, the charter rate represents revenue recognized on a pro rata basis over the duration of the voyage from load to discharge port less related voyage expenses.
  
(3)Commissions reflect payments made to third-party brokers or our charterers.
  
(4)The start dates listed reflect either actual start dates or, in the case of contracted charters that had not commenced as of February 17, 2017, scheduled start dates. Actual start dates and redelivery dates may differ from the scheduled start and redelivery dates depending on the terms of the charter and market conditions.
  
(5)Each vessel with the same letter is a “sister ship” of each other vessel that has the same letter, and under certain of our charter contracts, may be substituted with its “sister ships.”
  
(6)The charter agreement grants the charterer the option to extend the period time charter for an additional 10 to 14 months period at a gross daily charter rate of $9,000.
  
(7)The charter agreement grants the charterer the option to extend the period time charter for an additional 10 to 14 months period at a gross daily charter rate of $9,000.
  
(8)A period time charter at a gross daily charter rate linked to the BPI plus a premium.
  
(9)The charter agreement grants the charterer the option to extend the period time charter for an additional 10 to 15 months period at a gross daily charter rate of $8,200.
  
(10)Vessel sold and leased back on a net daily bareboat charter rate of $6,500, for a period of 10 years, with a purchase obligation at the end of the 10th year and purchase options in favor of the Company after the second year of the bareboat charter, at annual intervals and predetermined purchase prices.
  
(11)The charter agreement grants the charterer the option to extend the period time charter for an additional 10 to 14 months period at a gross daily charter rate of $9,900.
  
(12)The charter agreement grants the charterer the option to extend the period time charter for an additional 11 to 14 months period at a gross daily charter rate of $10,000.
  
(13)A period time charter of 10 years at a gross daily charter rate of $23,100 for the first two and a half years and of $24,810 for the remaining period. In January 2017, the period time charter was amended to reflect substitution of the initial charterer with its subsidiary guaranteed by the initial charterer and changes in paying terms; all other period charter terms remained unchanged. The charter agreement grants the charterer the option to extend the period time charter for an additional 12 months at a time, at a gross daily charter rate of $26,330, less 1.25% total commissions, which option may be exercised by the charterer a maximum of two times. The charter agreement also grants the charterer an option to purchase the vessel at any time beginning at the end of the seventh year of the period time charter period, at a price of $39 million less 1.00% commission, decreasing thereafter on a pro-rated basis by $1.5 million per year. The Company holds a right of first refusal to buy back the vessel in the event that the charterer exercises its option to purchase the vessel and subsequently offers to sell such vessel to a third party.

 

From the beginning of 1995 through February 17, 2017, we have taken delivery of 47 newbuilds and four secondhand vessels. As of February 17, 2017, we were contracted to take delivery of one Japanese-built Kamsarmax class newbuild vessel. As of February 17, 2017, our remaining capital expenditure requirements to shipyards or sellers before minor adjustments for shipyards’ costs related to certain delayed deliveries amounted to $32.4 million, of which $5.1 million is due in 2017, and $27.3 million is due in 2018.

 

Chartering of Our Fleet

 

Our vessels are used to transport bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes. We may employ our vessels in time charters or in voyage charters.

 

A time charter is a contract to charter a vessel for a fixed period of time at a set daily rate and can last from a few days up to several years, where the vessel performs one or more voyages between load port(s) and discharge port(s). Based on the duration of vessel’s employment, a time charter can be either a long-term, or period, time charter with duration of more than three months, or a short-term, or spot, time charter with duration of up to three months. Under our time charters, the charterer pays for most voyage expenses, such as port, canal and fuel costs, agents’ fees, extra war risks insurance and any other expenses related to the cargoes, and we pay for

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vessel operating expenses, which include, among other costs, costs for crewing, provisions, stores, lubricants, insurance, maintenance and repairs, tonnage taxes, drydocking and intermediate and special surveys.

 

Voyage charters are generally contracts to carry a specific cargo from a load port to a discharge port, including positioning the vessel at the load port. Under a voyage charter, the charterer pays an agreed upon total amount or on a per cargo ton basis, and we pay for both vessel operating expenses and voyage expenses. We infrequently enter into voyage charters. Voyage charters together with spot time charters are referred to in our industry as employment in the spot market.

 

We intend to employ our vessels on both period time charters and spot time charters, according to our assessment of market conditions, with some of the world’s largest consumers of marine drybulk transportation services. The vessels we deploy on period time charters provide us with relatively stable cash flow and high utilization rates, while the vessels we deploy in the spot market allow us to maintain our flexibility in low charter market conditions.

 

Our Customers

 

Since 2005 our customers have included over 30 national, regional and international companies, including Bunge, Cargill, Daiichi, Intermare Transport G.m.b.H., Eastern Energy Pte. Ltd., NYK, NS United Kaiun Kaisha, Kawasaki Kisen Kaisha, Oldendorff G.M.B.H and co. KG, Louis Dreyfus Armateurs, Louis Dreyfus Commodities, ArcelorMittal or their affiliates. During 2016, two of our charterers accounted for 22.54% of our revenues, namely Glencore Grain B.V. and Co. KG and Global Chartering Ltd, an affiliate of ArcelorMittal, with each one accounting for more than 10% of total revenues. During 2015, two of our charterers accounted for 23.46% of our revenues, namely Oldendorff Gmbh and Co. KG and Global Chartering Ltd, an affiliate of ArcelorMittal, with each one accounting for more than 10% of total revenues. We seek to charter our vessels primarily to charterers who intend to use our vessels without sub-chartering them to third parties. A prospective charterer’s financial condition and reliability are also important factors in negotiating employment for our vessels.

 

Management of Our Fleet

 

We have entered into Management Agreements pursuant to which our Managers provide us with technical, administrative, commercial and certain other services. The SMO Management Agreement was effective as of May 29, 2008 and had an initial two year term which could be extended on a year-to-year basis up to eight times. The SBM Management Agreement was effective as of May 29, 2015 and continues for an initial one year term and can be extended on a year-to-year basis up to two times. Both Management Agreements are terminable by us by giving the respective Manager with written notice of termination no later than 12 months prior to the end of the current term. We have not given notice of termination under either Management Agreement. Our arrangements with our Managers and their performance are reviewed by our board of directors. Our chief executive officer, president, chief financial officer and chief operating officer, collectively referred to in this annual report as our “executive officers,” provide strategic management for our company and also supervise the management of our day-to-day operations by our Managers. Our Managers report to us and our board of directors through our executive officers.

 

According to the Management Agreements as amended, in return for providing such services our Managers receive a fixed management fee of $975 per day per vessel. Our Managers also receive a sales fee of 1.0% based on the contract price of any vessel sold by it on our behalf, and an acquisition fee of 1.0% based on the contract price of any vessel bought by it on our behalf, including the acquisition of each of our contracted newbuilds. We also pay our Managers a supervision fee of $550,000 per newbuild, of which 50% is payable upon the signing of the relevant supervision agreement, and 50% upon successful completion of the sea trials of each newbuild, which we capitalize, for the on-premises supervision by selected engineers and others on the Managers’ staff of newbuilds we have agreed to acquire pursuant to shipbuilding contracts, memoranda of agreement, or otherwise.

 

Pursuant to the terms of the Management Agreements, the Managers provide to us executive officers at no cost. To the extent that the Managers do not provide executive officers to us but instead such executive officers are employed by us directly, the management fee payable by us to the Managers shall be reduced by an amount equal to the aggregate costs of compensation and benefits and other incidental costs borne by us as a result of such employment.

 

Our Managers have agreed that, during the term of our Management Agreements and for a period of one year following their termination, our Managers will not provide management services to, or with respect to, any drybulk vessels other than (a) on our behalf or (b) with respect to drybulk vessels that are owned or operated by companies affiliated with our chief executive officer or his children, and drybulk vessels that are acquired, invested in or controlled by companies affiliated with our chief executive officer or his children, subject in each case to compliance with, or waivers of, the restrictive covenant agreements entered into between us and such companies. Our Managers have also agreed that if one of our drybulk vessels and a drybulk vessel owned or operated by any such company are both available and meet the criteria for a charter being arranged by our Managers, our drybulk vessel will receive such charter.

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See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements” for more information.

 

Competition

 

We operate in highly competitive markets that are based primarily on supply and demand. Our business fluctuates in line with the main patterns of trade of the major drybulk cargoes and varies according to changes in the supply and demand for these items. We believe we differentiate ourselves from our competition by providing young, modern vessels with advanced designs and technological specifications. As of February 17, 2017 our fleet had an average age of 6.6 years. Upon delivery of our contracted newbuild vessel, the majority of our fleet will have been built in Japanese shipyards, which we believe provides us with an advantage in attracting large, well-established customers, including Japanese customers.

 

The drybulk sector is characterized by relatively low barriers to entry, and ownership of drybulk vessels is highly fragmented. In general, we compete with other owners of Panamax class or larger drybulk vessels for charters based upon price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel.

 

Crewing and Shore Employees

 

Our management team consists of our chief executive officer, president, chief financial officer, chief operating officer, chief financial controller and chief compliance officer. Our Managers are responsible for the technical management of our fleet and therefore also handle the recruiting, either directly or through crewing agents, of the senior officers and all other crew members for our vessels. As of December 31, 2016, approximately 733 people served on board the vessels in our fleet, and our Managers employed approximately 87 people on shore.

 

Permits and Authorizations

 

We are required by various governmental and other agencies to obtain certain permits, licenses, certificates and financial assurances with respect to each of our vessels. The kinds of permits, licenses, certificates and financial assurances required by governmental and other agencies depend upon several factors, including the commodity being transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the type and age of the vessel. All permits, licenses, certificates and financial assurances currently required to operate our vessels have been obtained. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of doing business.

 

Risk of Loss and Liability Insurance

 

General

 

The operation of our fleet involves risks such as mechanical failure, collision, property loss, cargo loss or damage as well as personal injury, illness and loss of life. In addition, the operation of any oceangoing vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, the risk of piracy and the liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990 (“OPA 90”), which imposes virtually unlimited liability upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for vessel owners and operators trading in the United States market.

 

Our Managers are responsible for arranging insurance for all our vessels on terms specified in our Management Agreements, which we believe are in line with standard industry practice. In accordance with our Management Agreements, our Managers procure and maintain hull and machinery insurance, war risks insurance, freight, demurrage and defense coverage and protection and indemnity coverage with mutual assurance associations. Due to our low incident rate and the young age of our fleet, we are generally able to procure relatively low rates for all types of insurance.

 

While our insurance coverage for our drybulk vessel fleet is in amounts that we believe to be prudent to protect us against normal risks involved in the conduct of our business and consistent with standard industry practice, our Managers may not be able to maintain this level of coverage throughout a vessel’s useful life. Furthermore, all risks may not be adequately insured against, any particular claim may not be paid and adequate insurance coverage may not always be obtainable at reasonable rates.

 

Hull and machinery insurance

 

Our marine hull and machinery insurance covers risks of partial loss or actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured risks up to an agreed amount per vessel. Our vessels will each be covered up to at least their fair

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market value after meeting certain deductibles per incident per vessel. We also maintain increased value coverage for each of our vessels. Under this increased value coverage, in the event of the total loss of a vessel, we are entitled to recover amounts in excess of the total loss amount recoverable under our hull and machinery policy.

 

Protection and indemnity insurance

 

Protection and indemnity insurance is a form of mutual indemnity insurance provided by mutual marine protection and indemnity associations, or “P&I Associations,” formed by vessel owners to provide protection from large financial loss to one club member by contribution towards that loss by all members.

 

Protection and indemnity insurance covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew members, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Our coverage, except for pollution, will be unlimited. Furthermore, within this aggregate limit, club coverage is also limited to the amount of the member’s legal liability.

 

Our protection and indemnity insurance coverage for pollution is limited to $1.0 billion per vessel per incident. Our protection and indemnity insurance coverage in respect of passengers is limited to $2.0 billion and in respect of passengers and seamen is limited to $3.0 billion per vessel per incident. The 13 P&I Associations that comprise the International Group of P&I Clubs (the “International Group”) insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each P&I Association’s liabilities. As a member of a P&I Association that is a member of the International Group, we are subject to calls payable to the P&I Association based on the International Group’s claim records, as well as the claim records of all other members of the individual associations.

 

Although the P&I Associations compete with each other for business, they have found it beneficial to mutualize their larger risks among themselves through the International Group. This is known as the “Pool.” This pooling is regulated by a contractual agreement which defines the risks that are to be covered and how claims falling on the Pool are to be shared among the participants in the International Group. The Pool provides a mechanism for sharing all claims in excess of $10.0 million up to, currently, approximately $7.75 billion. On that basis, all claims up to $10.0 will be covered by each Club’s Individual Retention and all claims in excess of $10.0 million up to $80.0 million will be covered by the Pool. For the 2016/17 policy year, the International Group maintained a three layer GXL reinsurance program, together with an additional Collective Overspill layer, which combine to provide commercial reinsurance cover of up to $3.07 billion per vessel per incident, comprising of reinsurance for all claims of up to $2.07 billion per vessel per incident in excess of the $80.0 million insured by the Pool and an additional $1.0 billion in excess of the aforesaid $2.07 billion per vessel per incident in respect of claims for overspill.

 

War Risks Insurance

 

Our war risk insurance covers hull or freight damage, detention or diversions risks and P&I liabilities (including crew) arising out of confiscations, seizure, capture, vandalism, sabotage and/or other war risks and is subject to separate limits of (i) each vessel’s hull and machinery value and each vessel’s corresponding increased value insured up to $400.0 million per vessel per incident, and (ii) for war risks P&I liabilities including crew up to $400.0 million per vessel per incident.

 

Inspection by Classification Societies

 

Every oceangoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules and regulations of the classification society. In addition, each vessel must comply with all applicable laws, rules and regulations of the vessel’s country of registry, or “flag state,” as well as the international conventions of which that flag state is a member. A vessel’s compliance with international conventions and corresponding laws and ordinances of its flag state can be confirmed by the applicable flag state, port state control or, upon application or by official order, the classification society, acting on behalf of the authorities concerned.

 

The classification society also undertakes, upon request, other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case or to the regulations of the country concerned.

 

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years. The maintenance of class, regular and extraordinary surveys of a vessel’s hull and machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

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  ·Annual Surveys. For oceangoing vessels, annual surveys are conducted for their hulls and machinery, including the electrical plants, and for any special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.
    
  ·Intermediate Surveys. Extended annual surveys are referred to as “intermediate surveys” and typically are conducted on the occasion of the second or third annual survey after commissioning and after each class renewal.
    
  ·Class Renewal / Special Surveys. Class renewal surveys, also known as “special surveys,” are more extensive than intermediate surveys and are carried out at the end of each five-year period. During the special survey the vessel is thoroughly examined, including thickness-gauging to determine any diminution in the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. It may be expensive to have steel renewals pass a special survey if the vessel is aged or experiences excessive wear and tear. A vessel owner has the option of arranging with the classification society for the vessel’s machinery to be on a continuous survey cycle, according to which all machinery would be surveyed within a five-year cycle. At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class.

 

Vessels are drydocked during intermediate and special surveys for repairs of their underwater parts. If “in water survey” notation is assigned by class, as is the case for our vessels, the vessel owner has the option of carrying out an underwater inspection of the vessel in lieu of drydocking, subject to certain conditions. In the event that an “in water survey” notation is assigned as part of a particular intermediate survey, drydocking would be required for the following special survey thereby generally achieving a higher utilization for the relevant vessel. Drydocking can be undertaken as part of a special survey if the drydocking occurs within 15 months prior to the special survey deadline. The following table lists the dates by which we expect to carry out the next drydockings and special surveys for the vessels in our current drybulk vessel fleet:

 

Vessel Name   Drydocking   Special Survey
Maria   November 2017   April 2018
Vassos   October 2018   February 2019
Katerina   January 2019   May 2019
Maritsa   January 2019   January 2020
Efrossini   January 2021   February 2022
Koulitsa   December 2017   April 2018
Paraskevi   October 2019   January 2018
Pedhoulas Merchant   March 2020   March 2021
Pedhoulas Trader   May 2020   May 2021
Pedhoulas Leader   December 2020   February 2022
Pedhoulas Builder   May 2017   May 2017
Pedhoulas Fighter   August 2017   August 2017
Pedhoulas Farmer   September 2017   September 2017
Marina   August 2020   January 2021
Sophia   June 2017   June 2017
Eleni   August 2018   November 2018
Martine   November 2018   February 2019
Andreas K   August 2018   August 2019
Kanaris   February 2019   February 2020
Panayiota K   April 2019   April 2020
Venus Heritage   March 2019   March 2020
Venus History   September 2020   September 2021
Venus Horizon   February 2021   February 2022
Pelopidas   November 2020   November 2021
Pedhoulas Commander   December 2017   May 2018
Zoe   February 2018   July 2018
Xenia   February 2020   April 2021
Lake Despina   October 2018   January 2019
Kypros Land   January 2018   January 2019
Kypros Sea   March 2018   March 2019
Kypros Bravery   October 2018   January 2020
Kypros Loyalty   June 2019   June 2020
Kypros Sky   April 2019   April 2020
Pedhoulas Cherry   July 2019   July 2020
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Vessel Name   Drydocking   Special Survey
Pedhoulas Rose   January 2020   January 2022
Kypros Spirit   April 2021   July 2021
Troodos Sun   October 2020   January 2021
Troodos Air   December 2020   March 2021

 

Following an incident or a scheduled survey, if any defects are found, the classification surveyor will issue a “recommendation or condition of class” which must be rectified by the vessel owner within the prescribed time limits.

 

In general, insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies (“IACS”). All of our vessels are certified as being “in class” by either Lloyd’s Register of Shipping, the American Bureau of Shipping or Bureau Veritas, each of which is a member of IACS.

 

Environmental and Other Regulations

 

General

 

Government regulation significantly affects the ownership and operation of our vessels. Our vessels are subject to international conventions and national, state and local laws and regulations in force in international waters and the countries in which they operate or are registered, including environmental protection requirements governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and the management of other contamination, air emissions, water discharges and ballast water. These laws and regulations include the International Convention for Prevention of Pollution from Ships, the International Convention for Safety of Life at Sea (“SOLAS”) and implementing regulations adopted by the International Maritime Organization (“IMO”), the European Union (“EU”) and other international, national and local regulatory bodies. They also include laws and regulations in the jurisdictions where our vessels travel and in the ports where our vessels call. In the U.S., the requirements include OPA 90, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the U.S. Clean Water Act (“CWA”) and U.S. Clean Air Act (“CAA”). Compliance with these environmental protection requirements can impose significant cost and expense, including the cost of vessel modifications and implementation of certain operating procedures. Our fleet is young and modern and complies with all current requirements and we do not anticipate incurring significant vessel modification expenditures in the current or subsequent fiscal year to comply with such requirements. Under our Management Agreements, our Managers have assumed technical management responsibility for our fleet, including compliance with all applicable government and other regulations. If the Management Agreements with our Managers terminate, we would attempt to hire another party to assume this responsibility. In the event of termination, we might be unable to hire another party to perform these and other services for the present fee structure and related costs. However, due to the nature of our relationship with our Managers, we do not expect our Management Agreements to be terminated early.

 

A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (such as the U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry), charterers and terminal operators. Certain of these entities require us to obtain permits, licenses, financial assurances and certificates 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.

 

We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the drybulk shipping industry. Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with U.S. and international regulations. Our Managers and our vessels are certified in accordance with ISO 14001:2004 and ISO 50001:2011 relating to environmental standards and energy efficiency. Moreover we are in process to obtain additional class notation for our fleet for the prevention of sea and air pollution. We believe that the operation of our vessels is in substantial compliance with all environmental laws and regulations applicable to us as of the date of this annual report. However, because such laws and regulations are subject to frequent change and may impose increasingly stricter requirements, such future requirements could limit our ability to do business, increase our operating costs, force the early retirement of our vessels and/or affect their resale value, all of which could have a material adverse effect on our financial condition and results of operations. However, we believe that because our fleet is young and modern, we will not be exposed to the same level of risk faced by owners of older, less modern vessels.

 

The International Maritime Organization

 

Our vessels are subject to standards imposed by the IMO, the United Nations agency for maritime safety and the prevention of pollution by ships. The IMO has adopted regulations to reduce pollution in international waters, both from accidents and routine

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operations, and has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. For example, Annex III of the International Convention for the Prevention of Pollution from Ships (“MARPOL”) regulates the transportation of marine pollutants and imposes standards on packing, marking, labeling, documentation, stowage, quantity limitations and pollution prevention. These requirements have been expanded by the International Maritime Dangerous Goods Code, which imposes additional standards for all aspects of the transportation of dangerous goods and marine pollutants by sea.

 

In 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Annex VI became effective in 2005, and sets limits on sulfur oxide and nitrogen oxide emissions from vessel exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of marine fuels and allows for the establishment of Emission Control Areas (“ECAs”) with more stringent controls on sulfur emissions. An ECA for North America took effect in 2012 and an ECA for the Caribbean took effect in 2014. In 2008, the IMO Marine Environment Protection Committee adopted amendments to Annex VI regarding particulate matter, nitrogen oxides and sulfur oxide emissions. These amendments, which entered into force in 2010, are designed to reduce air pollution from vessels by, among other things, (i) implementing a progressive reduction of sulfur oxide emissions from ships; and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. In addition, the European Union has established separate limitations on the sulfur content of marine fuels, and some European Union countries may be declared ECAs in the future, pursuant to Annex VI and its amendments. Starting January 1, 2015 reduced limits of sulfur content of fuel oil were introduced resulting to the use of lighter fuels, namely low sulfur Marine Gas Oil (“MGO”) for ECA passage. We have obtained International Air Pollution Prevention Certificates for all our vessels, and believe that maintaining compliance with the existing and known future Annex VI requirements will not have an adverse financial impact on the operation of our vessels. However, additional or new requirements, conventions, laws or regulations, including the adoption of additional ECAs, or other new or more stringent emissions requirements adopted by the IMO, the European Union, the United States or individual states, or other jurisdictions in which we operate, could require vessel modifications or otherwise increase the costs of our operations. Our vessels have the capacity to use low sulfur MGO.

 

The IMO confirmed in October 2016 that a global 0.5% sulfur cap on marine fuels will come into force on January 1, 2020, as agreed in amendments adopted in 2008 for Annex VI to MARPOL. Annex VI sets progressively stricter regulations to control sulfur oxides (SOx) and nitrous oxides (NOx) emissions from ships, which present both environmental and health risks. The 0.5% sulfur cap marks a significant reduction from the current global sulfur cap of 3.5%, which had been implemented since January 1, 2012. When the 2020 sulfur cap was decided upon in 2008, it was also agreed that a review should be undertaken by 2018 to assess whether there was sufficient compliant fuel available to meet the 2020 date, failing which, the date could be deferred to 2025. That review was completed in July 2016 by a consortium of consultants led by CE Delft and submitted to the IMO’s Marine Environment Protection Committee (MEPC) during their 70th session. The review concluded that sufficient compliant fuel would be available to meet the new requirement. However, there have been competing studies, that hold the opposing view that refining capacity will not be sufficient in 2020, with an estimated 60-70% additional sulfur plant capacity required by 2020. There have also been questions as to how the sulfur cap will be enforced, as it is up to individual parties to MARPOL to enforce fines and sanctions.

 

The IMO adopted vessel energy efficient requirements, which took effect in January 2013. The requirements impose energy efficiency design on new vessels and require energy efficiency management plans for existing vessels. These requirements have not had and we do not expect they will have a material effect on our operations.

 

The IMO adopted new guidelines in 2012 under the revised Annex V to MARPOL, which prohibit discharge of garbage into the open sea, with certain exceptions, and require vessels to dispose of garbage at port garbage reception facilities. These guidelines became effective in January 2013. These requirements have not had and we do not expect they will have a material effect on our operations.

 

In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the “Bunker Convention,” which imposes strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention also requires registered owners of ships over 1,000 gross tons to maintain insurance in specified amounts to cover their liability for relevant pollution damage. The Bunker Convention became effective on November 21, 2008. The IMO also adopted a requirement which became effective in 2011 that vessels traveling through the Antarctic region (waters south of latitude 60 degrees south) must use lower density fuel. This requirement has not had and we do not expect that it will have a material effect on our operations, which do not involve Antarctic travel.

 

The operation of our vessels is also affected by the requirements set forth in the IMO’s International Safety Management (“ISM”) Code. The ISM Code requires vessel owners or any other person, such as a manager or bareboat charterer, who has assumed responsibility for the operation of a vessel from the vessel owner and on assuming such responsibility has agreed to take over all the duties and responsibilities imposed by the ISM Code, to develop and maintain an extensive SMS that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The ISM Code requires that vessel operators obtain a “Safety Management Certificate” for each vessel they operate from the government of the vessel’s flag state. The certificate verifies that the vessel operates in compliance with its approved SMS. Currently, our Managers have the requisite documents of compliance and safety management certificates for each of the vessels in our

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fleet for which the certificates are required by the IMO. Our Managers are required to renew these documents of compliance and safety management certificates every five years. Compliance is externally verified on an annual basis for the Managers and between the second and third years for each vessel by the applicable flag state.

 

Although all our vessels are currently ISM Code-certified, such certification may not be maintained by all our vessels at all times. Non-compliance with the ISM Code may subject such party to increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. For example, the U.S. Coast Guard and EU authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and EU ports.

 

The Maritime Labour Convention

 

The International Labour Organization’s Maritime Labour Convention was adopted in 2006 (“MLC 2006”). The basic aims of the MLC 2006 are to ensure comprehensive worldwide protection of the rights of seafarers (the Convention is sometimes called the Seafarers’ Bill of Rights) and, to establish a level playing field for countries and ship owners committed to providing decent working and living conditions for seafarers, protecting them from unfair competition on the part of substandard ships. The Convention was ratified on August 20, 2012, and all our vessels had been certified by August 2013, as required. The MLC 2006 requirements have not had, and we do not expect that the MLC 2006 requirements will have, a material effect on our operations.

 

The U.S. Oil Pollution Act of 1990

 

OPA 90 established an extensive regulatory and liability regime for the protection of the environment from oil spills and cleanup of oil spills. OPA 90 applies to discharges of any oil from a vessel, including discharges of fuel and lubricants. OPA 90 affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters, which includes the United States’ territorial sea and its two hundred nautical mile exclusive economic zone. While our vessels do not carry oil as cargo, they do carry lubricants and fuel oil, or “bunkers,” which subjects our vessels to the requirements of OPA 90.

 

Under OPA 90, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the discharge of pollutants 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 pollutants from their vessels, including bunkers.

 

OPA 90 preserves the right to recover damages under other existing laws, including maritime tort law.

 

Effective July 31, 2009, the U.S. Coast Guard adopted regulations that adjust the limits of liability of responsible parties under OPA 90 to the greater of $1,000 per gross ton or $939,800 per non-tank vessel and established a procedure for adjusting the limits for inflation every three years. These limits of liability do not apply if an incident was directly caused by violation of applicable U.S. safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities. As a result of the oil spill in the Gulf of Mexico resulting from the explosion of the Deepwater Horizon drilling rig, bills have been introduced in the U.S. Congress to increase the limits of OPA liability for all vessels, including tanker vessels. In August 2014, the U.S. Coast Guard also proposed regulations that would increase offshore spill liability limits under OPA 90 to reflect increases in the Consumer Price Index.

 

All owners and operators of vessels over 300 gross tons are required to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential aggregate liabilities under OPA 90 and CERCLA, which is discussed below. An owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessel in the fleet having the greatest maximum liability under OPA 90 and CERCLA. We have complied with these requirements by providing a financial guarantee evidencing sufficient self-insurance. We have satisfied these requirements and obtained a U.S. Coast Guard certificate of financial responsibility for all of our vessels.

 

The U.S. Coast Guard’s regulations concerning certificates of financial responsibility provide, in accordance with OPA 90, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility and that the insurer or guarantor may only assert limited defenses. Certain organizations that had typically provided certificates of financial responsibility under pre-OPA 90 laws, including the major protection and indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses. This requirement may limit the availability of coverage required by the U.S. Coast Guard and could increase our costs of obtaining this insurance for our fleet, as well as the costs of our competitors that also require such coverage.

 

We currently maintain, for each of our vessels, oil pollution liability coverage insurance in the amount of $1.0 billion per incident. Although our vessels carry a relatively small amount of bunkers, a spill of oil from one of our vessels could be catastrophic under certain circumstances. We also carry hull and machinery protection and indemnity insurance to cover the risks of fire and explosion.

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Losses as a result of fire or explosion could be catastrophic under some conditions. While we believe that our existing insurance coverage is adequate, not all risks can be insured and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates. If the damages from a catastrophic spill exceed our insurance coverage, the payment of those damages could have a severe, adverse effect on us and could possibly result in our insolvency.

 

OPA 90 requires the owner or operator of any non-tank vessel of 400 gross tons or more that carries oil of any kind as a fuel for main propulsion, including bunkers, to prepare and submit a response plan for each vessel. These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of ore from the vessel due to operational activities or casualties. All of our vessels have U.S. Coast Guard-approved response plans.

 

OPA 90 specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.

 

The U.S. Comprehensive Environmental Response, Compensation, and Liability Act

 

CERCLA applies to spills or releases of hazardous substances other than petroleum or petroleum products, whether on land or at sea. CERCLA imposes joint and several liability, without regard to fault, on the owner or operator of a ship, vehicle or facility from which there has been a release, and on other specified parties. Liability under CERCLA is generally limited to the greater of $300 per gross ton or $0.5 million per vessel carrying non-hazardous substances ($5.0 million for vessels carrying hazardous substances), unless the incident is caused by gross negligence, willful misconduct or a violation of certain regulations, in which case liability is unlimited. As described above, owners and operators of vessels must establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under CERCLA.

 

The U.S. Clean Water Act

 

The CWA prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. It also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the more recently enacted OPA 90 and CERCLA, discussed above. The U.S. Environmental Protection Agency (“EPA”) regulates the discharge in U.S. ports of ballast water and other substances incidental to the normal operation of vessels. Under EPA regulations, commercial vessels greater than 79 feet in length are required to obtain coverage under the National Pollutant Discharge Elimination System (“NPDES”) Vessel General Permit, or “VGP,” to discharge ballast water and other wastewater into U.S. waters by submitting a Notice of Intent, or “NOI.” The VGP requires vessel owners and operators to comply with a range of best management practices and reporting and other requirements for a number of incidental discharge types and incorporates current U.S. Coast Guard requirements for ballast water management, as well as supplemental ballast water requirements. We have submitted NOIs for our vessels operating in U.S. waters and anticipate incurring costs to meet the requirements of the VGP. In addition, various states have enacted legislation restricting ballast water discharges and the introduction of non-indigenous species considered to be invasive. These and any similar ballast water discharge restrictions enacted in the future could increase the costs of operating in the relevant waters.

 

The EPA finalized the 2013 VGP in March 2013 which became effective in December 2013. The 2013 VGP requires most vessels to meet numeric ballast water discharge limits on a staggered schedule based on the first dry docking after January 1, 2014, or January 1, 2016 (depending on vessel ballast capacity). The 2013 VGP also imposes more strict technology-based limits in the form of best management practices for discharges related to oil-to-sea interfaces and requires routine inspections, monitoring, reporting, and recordkeeping. The 2013 VGP also requires vessel modifications and the installation of ballast treatment equipment which will significantly increase the cost of investments to comply with such requirements.

 

For the first time, the 2013 VGP contains numeric ballast water discharge limits for most vessels. The 2013 VGP also contains more stringent effluent limits for oil to sea interfaces and exhaust gas scrubber washwater, which will improve environmental protection of U.S. waters. The EPA has also improved the efficiency of several of the VGP’s administrative requirements, including allowing electronic recordkeeping, requiring an annual report in lieu of the one-time report and annual noncompliance report, and requiring small vessel owners and/or operators to obtain coverage under the VGP by completing and agreeing to the terms of a Permit Authorization and Record of Inspection form. The 2013 vessel general permit requires the use of an environmentally acceptable lubricant for all oil to sea interfaces for vessels or alternative seal systems, unless technically infeasible. The intent of this new requirement is to reduce the environmental impact of lubricant discharges on the aquatic ecosystem by increasing the use of environmentally acceptable lubricants for vessels operating in waters of the United States.

 

The potential impact of lubricant discharges – those not from accidental spills – to the aquatic ecosystem is substantial. Supply of environmentally acceptable lubricants could otherwise increase our investment and operating costs.

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U.S. Air Emission Requirements

 

In 2008, the U.S. ratified the amended Annex VI to the MARPOL Convention, addressing air pollution from ships, which went into effect in 2009. In December 2009, the EPA announced its intention to publish final amendments to the emission standards for new marine diesel engines installed on ships flagged or registered in the United States that are consistent with standards required under recent amendments to Annex VI of MARPOL. The new regulations include near-term standards that began in 2011 for newly built engines requiring more efficient use of engine technologies in use today and long-term standards that began in 2016 requiring an 80 percent reduction in nitrogen oxide emissions below current standards. The CAA also requires states to adopt State Implementation Plans, or “SIPs,” designed to attain air quality standards. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.

 

New or more stringent air emission regulations which may be adopted could require significant capital expenditures to retrofit vessels and could otherwise increase our investment and operating costs.

 

Other environmental initiatives

 

The EU adopted legislation that (1) requires member states to refuse access to their ports by certain substandard vessels, according to vessel type, flag and number of previous detentions; (2) obliges member states to inspect at least 25% of vessels using their ports annually and increase surveillance of vessels posing a high risk to maritime safety or the marine environment; (3) provides the EU with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies; and (4) requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings. It is also considering legislation that will affect the operation of vessels and the liability of owners for oil pollution. While we do not believe that the costs associated with our compliance with these adopted and proposed EU initiatives will be material, it is difficult to predict what additional legislation, if any, may be promulgated by the EU or any other country or authority.

 

The U.S. National Invasive Species Act (“NISA”) was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by vessels in foreign ports. Under NISA, the U.S. Coast Guard adopted regulations in July 2004 imposing mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters. These requirements can be met by performing mid-ocean ballast exchange, by retaining ballast water on board the vessel or by using environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. Mid-ocean ballast exchange is the primary method for compliance with the U.S. Coast Guard regulations, since holding ballast water can prevent vessels from performing cargo operations and alternative methods are still under development.

 

In 2012, the U.S. Coast Guard finalized amendments to its ballast water management regulations that impose stricter discharge limits for allowable concentrations of various invasive species and include approval process requirements for ballast water management systems. The regulations require ships calling at U.S. ports to treat ballast water, and regularly remove hull fouling. In particular, it is required for existing vessels to be equipped with approved ballast water treatment systems by their first dry-docking after January 2016 and for newbuilds with a keel laying date after December 2013 to be equipped upon their delivery. These regulations require modifications and installation of ballast water treatment equipment to our current vessels that call in U.S. ports, resulting in significant capital expenditures and an increase in our operational costs to call in U.S. ports.

 

Several U.S. states, such as California, adopted more stringent legislation or regulations relating to the permitting and management of ballast water discharges compared to EPA regulations. These requirements do not currently impact our operational costs, as such technologies are not currently available. However if a decision is made to comply with such requirements, we could incur additional investment during the installation of any such ballast water treatment plants.

 

In 2004, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”). 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. The BWM Convention will not enter into force until 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping. On September 8, 2016, this threshold was met (with 52 contracting parties making up 35.14%). Thus, the BWM Convention will enter into force on September 8, 2017. As of February 2017, the BWM Convention had been adopted by 54 states, representing approximately 53.30% of the world’s tonnage. Many of the implementation dates in the BWM

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Convention have already passed, so that once the BWM Convention enters into force, the period of installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to install ballast water management systems (“BWMS”). For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that they are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels constructed before the entry into force date “existing vessels” and allows for the installation of a BWMS on such vessels at the first renewal survey following entry into force of the convention. Each vessel in our current fleet has been issued a BWM plan Statement of Compliance by the classification society with respect to the applicable IMO regulations and guidelines.

 

If mid-ocean ballast exchange is made mandatory at the international level or if additional ballast water treatment requirements or options are instituted, significant capital expenditures to retrofit vessels and install ballast treatment equipment will be needed and our operating costs could increase.

 

Greenhouse gas regulation – United Nations Framework Convention on Climate Change

 

In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change entered into force. Pursuant to the Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol. The Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015, contemplates commitments from each nation party thereto to take action to reduce greenhouse gas emissions and limit increases in global temperatures but did not include any restrictions or other measures specific to shipping emissions. However, a new treaty may be adopted in the future that includes restrictions on shipping emissions. International and multinational bodies or individual countries also may adopt their own climate change regulatory initiatives. The IMO recently announced its intention to develop reduction measures for greenhouse gases from international shipping. The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from vessels, and the European Commission ratified, and in April 2015 the European Parliament approved, a new regulation requiring ships over 5,000 gross tons docking in EU ports to monitor, report and verify greenhouse gas emissions. The new regulation will go into effect in 2018. In the United States, the EPA is considering a 2007 petition from the California Attorney General and a coalition of environmental groups to regulate greenhouse gas emissions from ocean-going vessels under the Clean Air Act. These or other developments may result in regulations relating to the control of greenhouse gas emissions. Any passage of climate control legislation or other regulatory initiatives in the jurisdictions where we operate could result in financial impacts on our operations that we cannot predict with certainty at this time.

 

European Monitoring, Reporting and Verification Regulation

 

The European Parliament and the Council of the European Union have adopted the regulation 2015/757 on the monitoring, reporting and verification (the “EU-MRV”) of CO2 emissions from maritime transport. It entered into force on July 1, 2015, with monitoring to begin in 2018.

 

The maritime EU-MRV regulation applies to all merchant ships of 5,000 gross tonnage or above on voyages from, to and between ports under jurisdiction of EU Member States. Ships above 5,000 GT account for around 55% of the number of ships calling into EU ports and represent around 90% of the related emissions. Companies operating the vessels will have to monitor the CO2 emissions released while in port and for any voyages to or from a port under the jurisdiction of an EU Member State and to keep records on CO2 emissions on both per-voyage and annual bases.

 

By August 31, 2017, companies must submit to the verifiers a monitoring plan for each of their ships indicating the method chosen to monitor and report CO2 emissions and other relevant information. These or other developments may result in financial impacts on our operations that we cannot predict with certainty at this time.

 

Vessel security regulations

 

Several initiatives have been implemented to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”) came into effect. To implement certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security Code, or “ISPS Code.” Among the various requirements are:

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·on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;
   
·on-board installation of ship security alert systems;
   
·the development of vessel security plans; and
   
·compliance with flag state security certification requirements.

 

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid “International Ship Security Certificate” that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by the IMO, SOLAS and the ISPS Code, and we have approved ISPS certificates and plans on board all our vessels, which have been certified by the applicable flag state.

 

Disclosure of activities pursuant to Section 13(r) of the U.S. Securities Exchange Act of 1934

 

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran. Disclosure is required even where the activities, transactions or dealings are conducted in compliance with applicable law. Provided in this section is information concerning the activities of us and our affiliates that occurred in 2016 and which we believe may be required to be disclosed pursuant to Section 13(r) of the Exchange Act.

 

In 2016, our vessels made three port calls to Iran to discharge soya beans, corn and wheat.

 

The vessel Marina made a call to the port of Bandar Imam Khomeini on February 13, 2016, discharging corn, and remained in the port of Bandar Imam Khomeini during 2016 for seven days. During this time the Marina was on time charter to Bunge Geneva S.A. at a gross rate of $6,200 per day.

 

The vessel Troodos Sun made a call to the port of Bandar Imam Khomeini on October 10, 2016, discharging soya beans, and remained in the port of Bandar Imam Khomeini during 2016 for 12 days. During this time the Troodos Sun was on time charter to Bunge Geneva S.A. at a gross rate of $7,800 per day.

 

The vessel Panayiota K made a call to the port of Bandar Imam Khomeini on November 22, 2016, discharging corn, and remained in the port of Bandar Imam Khomeini during 2016 for eight days. During this time the Panayiota K was on time charter to Transgrain Shipping B.V. at a gross rate of $8,750 per day.

 

These port calls represented approximately 0.4% of the total port calls made by all the vessels owned by us in 2016. As the vessel owner, we earned revenues at the agreed daily charter rates from the charterers. The aggregate gross revenue attributable to these 27 days that our vessels remained in the port of Bandar Imam Khomeini was approximately $0.2 million. As we do not attribute profits to specific voyages under a time charter, we have not attributed any profits to the voyages which included these port calls. Our charter party agreements for our vessels restrict the charterers from calling in Iran in violation of U.S. sanctions, or carrying any cargo to Iran which is subject to U.S. sanctions. There can be no assurance that the three vessels referenced above or another of our vessels will not, from time to time in the future on charterer’s instructions, perform voyages which would require disclosure pursuant to Exchange Act Section 13(r).

 

We do not believe that any of these transactions or activities are sanctionable. January 16, 2016 was “implementation day” under the Joint Comprehensive Plan of Action (“JCPOA”) among the P5+1 (China, France, Germany, Russia, the United Kingdom, and the United States), the E.U., and Iran to ensure that Iran’s nuclear program will be exclusively peaceful, and the United States and the E.U. lifted nuclear-related sanctions on Iran. All activities, transactions and dealings reported in this section occurred after the implementation date of the JCPOA. We intend to continue to charter our respective vessels to charterers and sub-charterers, including, as the case may be, Iran-related parties, who may make, or may sub-let the vessels to sub-charterers who may make, port calls to Iran, so long as the activities continue to be permissible and not sanctionable under applicable U.S. and E.U. and other applicable laws.

 

Seasonality

 

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result in quarter-to-quarter volatility in our results of operations. The market for marine drybulk transportation services 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

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scheduling and supplies of certain commodities. This seasonality could materially affect our business, financial condition, results of operations and ability to pay dividends.

 

C.Organizational Structure

 

Safe Bulkers, Inc. is a holding company with 46 subsidiaries, 23 of which are incorporated in Liberia, and 23 in the Republic of the Marshall Islands, each as of February 17, 2016. Our subsidiaries are wholly-owned by us. A list of our subsidiaries as of February 17, 2017 is set forth in Exhibit 8.1 to this annual report.

 

D.Property, Plant and Equipment

 

We have no freehold or material leasehold interest in any real property. We occupy office space at Apt. D11, Les Acanthes, 6, Avenue des Citronniers, MC98000 Monaco, where our principal executive office is established. Other than our vessels, we do not have any material property. Our vessels are subject to priority mortgages, which secure our obligations under our various credit facilities. For further details regarding our credit facilities, refer to “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Credit Facilities.”

 

ITEM 4AUNRESOLVED STAFF COMMENTS

 

None.

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ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report, our actual results may differ materially from those anticipated in these forward-looking statements. Please see the section “Forward-Looking Statements” at the beginning of this annual report.

 

Overview

 

Our business is to provide international marine drybulk transportation services by operating vessels in the drybulk sector of the shipping industry. As of February 17, 2017 our fleet consisted of 38 drybulk vessels with an aggregate capacity of 3,421,800 dwt and we had a contract for one additional newbuild vessel. We deploy our vessels on a mix of period time and spot time charters according to our assessment of market conditions, adjusting the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with period time charters, or to profit from attractive spot time charter rates during periods of strong charter market conditions, or to maintain employment flexibility that the spot market offers during periods of weak time charter market conditions. As of February 17, 2017, 26 out of 38 drybulk vessels of the Company were employed under period time charters of more than three months outstanding charter duration. We believe our customers, some of which have been chartering our vessels for over 25 years, enter into period time and spot time charters with us because of the quality of our young and modern vessels and our record of safe and efficient operations.

 

The average number of vessels in our fleet for the years ended December 31, 2014, 2015 and 2016 was 31.0, 34.7 and 36.6, respectively. After delivery of our last contracted newbuild vessel, our drybulk fleet will consist of 39 vessels and will have an aggregate carrying capacity of 3,503,400 dwt, assuming we do not acquire any additional vessels or dispose of any of our vessels.

 

Our Managers

 

Our operations are managed by our Managers, Safety Management and Safe Bulkers Management, under the supervision of our executive officers and our board of directors. Under our Management Agreements, our Managers provide us with technical, administrative and commercial services. Both of our Managers are controlled by Polys Hajioannou. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements” for more information.

 

A.Operating Results

 

Our operating results are largely driven by the following factors:

 

·Ownership days. We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

 

·Available days. We define available days (also referred to as voyage days) as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with scheduled maintenance, which includes major repairs, drydockings, vessel upgrades or special or intermediate surveys. Available days are used to measure the number of days in a period during which vessels should be capable of generating revenues.

 

·Operating days. We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, excluding scheduled maintenance. Operating days are used to measure the aggregate number of days in a period during which vessels actually generate revenues.

 

·Fleet utilization. We calculate fleet utilization by dividing the number of our operating days during a period by the number of our ownership days during that 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 reasons such as scheduled repairs, vessel upgrades, drydockings or special surveys. During the three years ended December 31, 2016, our average annual fleet utilization rate was approximately 97.50%. However, an increase in annual off-hire days could reduce our operating days, and therefore, our fleet utilization.

 

·Time charter equivalent rates. We define time charter equivalent rates, or “TCE rates,” as our charter revenues less commissions and voyage expenses during a period divided by the number of our available days during the period. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated

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by vessels on period time charters and spot time charters with daily earnings generated by vessels on voyage charters, because charter rates for vessels on voyage charters are generally not expressed in per day amounts, while charter rates for vessels on period time charters and spot time charters generally are expressed in such amounts. We have only rarely employed our vessels on voyage charters and, as a result, generally our TCE rates approximate our time charter rates.

 

The following table reflects our time charter revenues, commissions, voyage expenses, time charter equivalent revenue, available days and time charter equivalent rate for the periods indicated:

 

   Year Ended December 31,
   2014  2015  2016
   (in thousands of U.S. dollars except available days
and time charter equivalent rate)
Time charter revenues  $159,900   $132,375   $113,959 
Less commissions  5,806   5,058   4,187 
Less voyage expenses  19,429   17,856   7,679 
Time charter equivalent revenue  $134,665   $109,461   $102,093 
Available days  11,216   12,482   13,329 
Time charter equivalent rate  $12,007   $8,770   $7,659 

 

·Daily vessel operating expenses. We define vessel operating expenses to include the costs for crewing, insurance, lubricants, spare parts, provisions, stores, repairs, maintenance, statutory and classification expense, drydocking, intermediate and special surveys, tonnage taxes and other miscellaneous items. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period. Our ability to control our fixed and variable expenses, including our daily vessel operating expenses, also affects our financial results. In addition, factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, including certain crew wages, are denominated can cause our vessel operating expenses to increase.

 

·Daily general and administrative expenses. We define general and administrative expenses to include daily management fees and daily public company expenses as defined below. Daily vessel general and administrative expenses are calculated by dividing general and administrative expenses by ownership days for the relevant period.

 

·Daily management fees. We define management fees to include the fixed and the variable fees payable to our Managers. Daily management fees are calculated by dividing management fees by ownership days for the relevant period.

 

·Daily public company expenses. We define public company expenses to include expenses incurred related to our operation as a public company such as professional fees, compensation paid to our directors and officers, listing fees and other miscellaneous expenses. Daily public company expenses are calculated by dividing public company expenses by ownership days for the relevant period.

 

The following table reflects our ownership days, available days, operating days, fleet utilization, TCE rates, daily vessel operating expenses, daily general and administrative expenses and daily management fees for the periods indicated:

 

   Year Ended December 31,
   2014  2015  2016
Ownership days  11,309  12,674  13,390
Available days  11,216  12,482  13,329
Operating days  11,174  12,242  13,024
Fleet utilization  98.81%  96.59%  97.27%
TCE rates  $12,007  $8,770  $7,659
Daily vessel operating expenses  $4,477  $4,377  $3,698
Daily general and administrative expenses consisting of:  $1,179  $1,153  $1,149
(a) Daily management fees  $793  $849  $867
(b) Daily public company expenses  $386  $304  $282

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Revenues

 

Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the amount of daily charter rates that our vessels earn under our charters, which, in turn, are affected by a number of factors, including:

 

·levels of demand and supply in the drybulk shipping industry;

 

·the age, condition and specifications of our vessels;

 

·the duration of our charters;

 

·our decisions relating to vessel acquisitions and disposals;

 

·the amount of time that we spend positioning our vessels;

 

·the availability of our vessels, which is related to the amount of time that our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work; and

 

·other factors affecting charter rates for drybulk vessels.

 

Revenue is recognized as earned on a straight-line basis over the charter period in respect of charter agreements that provide for varying rates. The difference between the revenue recognized and the actual charter rate is recorded either as unearned revenue or accrued revenue (see “—Unearned Revenue / Accrued Revenue” below). Commissions (address and brokerage), regardless of charter type, are always charged to us and are deferred and amortized over the related charter period and are presented as a separate line item in revenues to arrive at net revenues in the accompanying consolidated statements of operations.

 

Revenues from our period time charters comprised 77.2%, 77.4% and 81.2%, respectively, of our charter revenues for the years ended December 31, 2014, 2015 and 2016. The revenues from our spot time charters comprised 22.8%, 22.6% and 18.8%, respectively, of our charter revenues for the years ended December 31, 2014, 2015 and 2016.

 

Unearned Revenue / Accrued Revenue

 

Unearned revenue as of December 31, 2016 includes: (i) cash received prior to the balance sheet date relating to services to be rendered after the balance sheet date amounting to $2.0 million as of December 31, 2016 and (ii) deferred revenue resulting from straight-line revenue recognition in respect of charter agreements that provide for variable charter rates amounting to $11 thousand.

 

Unearned revenue as of December 31, 2015 includes cash received prior to the balance sheet date relating to services to be rendered after the balance sheet date amounting to $2.0 million as of December 31, 2015.

 

Accrued revenue as of December 31, 2016 includes: (i) accrued revenue of $0.2 million that represents revenue earned prior to cash being received and (ii) accrued revenue of $0.9 million that represents revenue earned prior to cash being received in respect of charter agreements that provide for variable charter rates.

 

Accrued revenue as of December 31, 2015 includes: (i) accrued revenue of $0.1 million that represents revenue earned prior to cash being received and (ii) accrued revenue of $0.9 million that represents revenue earned prior to cash being received in respect of charter agreements that provide for variable charter rates.

 

Commissions

 

We pay commissions currently ranging up to 5.0% on our period time and spot time charters, to unaffiliated ship brokers, other brokers associated with our charterers and to our charterers. These commissions are directly related to our revenues, from which they are deducted. The amount of our total commissions to unaffiliated ship brokers and other brokers associated with our charterers and to our charterers might grow, as revenues increase due to improving market conditions and delivery of our one remaining contracted newbuild vessel, as of February 17, 2017, or decrease as a result of deteriorating market conditions. These commissions do not include fees we pay to our Managers, which are described under “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet.”

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Voyage Expenses

 

We charter our vessels primarily through period time charters and spot time charters under which the charterer is responsible for most voyage expenses, such as the cost of bunkers, port expenses, agents’ fees, canal dues, extra war risks insurance and any other expenses related to the cargo. We are responsible for the remaining voyage expenses such as draft surveys, hold cleaning, bunkers during ballast period or for vessel repositioning, postage and other minor miscellaneous expenses related to the voyage. We expect that our voyage expenses will continue to decrease in the future due to the decreasing number of vessels operated in the spot market, which involves decreasing vessel repositioning costs. We generally do not employ our vessels on voyage charters under which we would be responsible for all voyage expenses. We also record within voyage expenses the 4% United States federal tax we pay in respect of our U.S. source shipping income (imposed on gross income without the allowance for any deductions). In many cases, we recover these taxes from the charterers, and we record such recovered amounts within revenues.

 

Vessel Operating Expenses

 

Vessel operating expenses include costs for crewing, insurance, lubricants, spare parts, provisions, stores, repairs, maintenance, statutory and classification expense, drydocking, intermediate and special surveys, tonnage taxes and other minor miscellaneous items. We expect that our vessel operating expenses will slowly increase in the future as our fleet grows. Our crewing costs, which are a significant part of our vessel operating expenses, are expected to continue to increase in the future due to the limited supply and increase in demand for well-qualified crew. Furthermore, we expect that insurance costs, drydocking and maintenance costs will increase from the levels achieved in 2016 as our vessels age. A portion of our vessel operating expenses including crew wages paid to our Greek crew members are in currencies other than the U.S. dollar. These expenses may increase or decrease as a result of fluctuation of the U.S. dollar against these currencies.

 

Depreciation

 

We depreciate our drybulk vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard. Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. Furthermore, we estimate the residual value of our vessels is equal to the product of its lightweight tonnage and estimated scrap rate, which is estimated to be $182 per light-weight ton.

 

Vessels, Net

 

Vessels are stated at their historical cost, which consists of the contracted purchase price and any direct material expenses incurred upon acquisition (including improvements, on-site supervision expenses incurred during the construction period if the vessels are newbuilds, commissions paid, delivery expenses and other expenditures to prepare the vessel for her initial voyage), less accumulated depreciation. Financing costs incurred during the construction period of the vessels if the vessels are newbuilds are also capitalized and included in the vessels’ cost. Certain subsequent expenditures for conversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels.

 

As of December 31, 2015 and 2016, we capitalized interest amounting to $636,420 and $820,812 respectively.

 

Under our Management Agreements with our Managers, for purchases of vessels including with respect to each of our two remaining contracted newbuild vessels as of December 31, 2016, we will pay our Managers an acquisition fee of 1.0% on the contract price of the relevant vessel for our Manager’s services in connection with finalizing the contract and arranging for various regulatory approvals. The sale fees of 1.0% on the sale price due to the Managers pursuant to the Management Agreements arising from the sale transactions of the Stalo, the Kypros Unity and Hull No. 1551, the novation of Hull No. 1718, Hull No. 1552 and Hull No. 835 and the acquisition fee related to Hull No. 1551 have been waived. Refer to Notes 3 and 22 of the consolidated financial statements which are included elsewhere in this annual report for additional information on the above transactions. In addition, according to an agreement between us and our Managers, we pay our Managers a supervision fee in respect of each newbuild, of which 50% is payable upon the signing of the relevant supervision agreement, and 50% upon successful completion of the sea trials of each newbuild, for the on-premises supervision of all newbuilds we have agreed to acquire pursuant to shipbuilding contracts, memoranda of agreement, or otherwise. As of May 28, 2008 the supervision fee, for each newbuild, was $375,000, and as of May 29, 2011 the supervision fee was adjusted to $550,000. These amounts charged by our Managers are included as part of the vessel cost.

 

General and Administrative Expenses

 

General and administrative expenses consist of management fees paid to our Managers, which are related parties, in relation to management services offered, and expenses incurred relating to us being a public company, which include the preparation of

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disclosure documents, legal and accounting costs, including costs related to compliance with the Sarbanes-Oxley Act of 2002, director and officer compensation and director and officer liability insurance costs.

 

In May 2008, we entered into a two-year initial term management agreement with Safety Management, with automatic one-year renewals for an additional eight years. The fees were fixed for the initial two-year period; the fixed fee at $575 per day per vessel and the variable fee at 1.0% on gross freight, charter hire, ballast bonus and demurrage and were to be adjusted thereafter every year by agreement between us and our Manager. The initial term of two years expired on May 28, 2010 and as of May 29, 2010, pursuant to an agreement between us and our Manager, the variable fee on gross freight, charter hire, ballast bonus and demurrage was adjusted to 1.25%. As of May 29, 2011, pursuant to an agreement between us and our Manager, the fixed fee was adjusted to $700 per day per vessel from $575 per day. As of May 29, 2014, pursuant to an agreement between us and our Manager, the fixed fee was adjusted to $800 per day per vessel from $700 per day. As of May 29, 2015, we entered into an amended management agreement with Safety Management, pursuant to which the fixed fee was adjusted to $975 per day per vessel from $800 per day and the variable fee on gross freight, charter hire, ballast bonus and demurrage was adjusted to 0.0% from 1.25%.

 

In May 2015, we entered into a one-year initial term management agreement with Safe Bulkers Management, with automatic one-year renewals for an additional two years. Pursuant to this agreement, the fixed fee was set at $975 per day per vessel and the variable fee on gross freight, charter hire, ballast bonus and demurrage was set to 0.0%.

 

Pursuant to the terms of the Management Agreements, the Managers provide executive officers at no cost. To the extent that the Managers do not provide executive officers, but instead we employ executive officers directly, the management fee is reduced by an amount equal to the aggregate cost of compensation and benefits and other incidental costs borne as a result of employing the executive officers directly.

 

In addition to the fees described above, we pay our Managers the acquisition fees with respect to vessel purchases and newbuilds described above in “— Vessels, Net” and sales fees with respect to vessel sales equal to 1% of the sale price of each vessel. Such fees remained unchanged.

 

We expect that the amount of our total management fees will increase following the delivery of our one contracted newbuild vessel as of February 17, 2017, and as a result of potential fleet expansion in the future.

 

Interest Expense and Other Finance Costs

 

We incur interest expense on outstanding indebtedness under our existing loan and credit facilities, which we include in interest expense. We also incurred financing costs in connection with establishing those facilities, which are deferred and amortized over the period of the facility. The amortization of the finance costs is included in amortization and write-off of deferred finance charges. We will incur additional interest expense in the future on our outstanding borrowings and under future borrowings.

 

Inflation

 

Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing expenses.

 

Early Redelivery Income/(Cost), Net

 

Early redelivery cost reflects amounts payable to charterers for early termination of a period time charter resulting from our request for early redelivery of a vessel. We generally request such early redelivery when we would like to take advantage of a strong period time charter market environment and believe that an opportunity to enter into a similarly priced period time charter is not likely to be available when the relevant vessel is scheduled to be redelivered.

 

Early redelivery income reflects amounts payable to us for early termination of a period time charter resulting from a charterer’s request for early redelivery of a vessel. We may accept such requests from charterers when we believe that we are compensated by a substantial portion of the contracted revenue, reduce our third party risk or maintain the opportunity to re-employ the vessel either in the spot market or in the period time charter market at adequate levels.

 

We have entered into such arrangements for early redelivery, and incurred such costs or earned such income in the past and we may continue to do so in the future, depending on market conditions.

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Critical Accounting Policies

 

We prepared our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. We base these estimates on the information currently available to us and on various other assumptions we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Following is a discussion of the accounting policies that involve a high degree of judgment and the methods of their application. For a further description of our material accounting policies, please read Note 2 to our financial statements included elsewhere in this annual report.

 

Impairment of long-lived assets

 

The Company reviews for impairment its long-lived assets held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, we are required to evaluate the asset for an impairment loss. Measurement of the impairment loss is based on the fair value of the asset.

 

The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuilds. Historically, both charter rates and vessel values tend to be cyclical. Declines in the fair market value of vessels, prevailing market charter rates, vessel sale and purchase considerations, and regulatory changes in drybulk shipping industry, changes in business plans or changes in overall market conditions that may adversely affect cash flows are considered as potential impairment indicators. In the event the independent fair market value of a vessel is lower than its carrying value, we determine undiscounted projected net operating cash flow for such vessel and compare it to the vessel carrying value.

 

The undiscounted projected net operating cash flows for each vessel are determined by considering the charter revenues from existing time charters for the fixed vessel days and an estimated daily time charter equivalent for the unfixed days, using the twelve month budgeted rates for the unchartered period of the first twelve months, the Forward Freight Agreement (“FFA”) rates for the unchartered period of the second twelve months and the most recent historical 10-year average daily rates of similar size vessels thereafter, until the end of the remaining estimated useful life of the asset, net of brokerage commissions, expected outflows for vessels’ maintenance, vessel operating expenses, assuming an average annual inflation rate, and management fees. The undiscounted cash flows incorporate various factors such as estimated future charter rates, future drydocking costs, estimated vessel operating costs assuming an average annual inflation rate of 3%, estimated vessel utilization rates, estimated remaining lives of the vessels, assumed to be 25 years from the initial delivery of the vessel from the shipyard and estimated salvage value of the vessels at $182 per light-weight ton. These assumptions are based on historical trends as well as future expectations. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective.

 

Our analysis of the impairment test performed for the year ended December 31, 2015, indicated a variance of plus 68%, between actual net receipts during 2016 and net receipts forecast by the Company for the same period.

 

Our analysis of the impairment test performed for the year ended December 31, 2016, which also involved sensitivity tests on the future time charter rates (which is the input that is most sensitive to variations), allowing for variances of up to 14% depending on vessel type on time charter rates from the Company’s base scenario, indicated no impairment on any of our vessels that were held and used.

 

The Company has recorded an impairment loss of $17.2 million representing the advances paid for Hull No. 835 and for Hull No. 1551, the shipbuilding contracts of which were novated and agreed to be sold, respectively, during 2016, (refer to Notes 3 and 5 of the Financial Statements included elsewhere in this report). The Company has recorded an impairment loss of $12.9 million for the Stalo and Kypros Unity and an impairment loss of $9.9 million for Hull No. 1718 and Hull No. 1552, in total $22.8 million, as of December 31, 2015. The impairment loss of $12.9 million represented the difference from the measurement at the lower of the carrying amount of the Stalo and of the Kypros Unity against their respective fair value less cost to sell, as these vessels were classified as assets held for sale as of December 31, 2015. The impairment loss of $9.9 million represented the advances paid for Hull No. 1718 and for Hull No. 1552, the shipbuilding contracts of which were under negotiation to be novated as of December 31, 2015.

 

To assist investors in evaluating the possible impact on future results of operations if daily time charter rates do not improve from their current levels, the following table shows the effect on the Company’s impairment analysis of using the 3-year, 5-year and 15-year historical average daily rates as of December 31, 2016, as opposed to the impairment analysis conducted by the Company using the twelve month budgeted rates for the first twelve months of the unchartered period, the FFA rates for the second twelve months of the unchartered period and the historical 10-year average daily rates for the unchartered period thereafter until the end of the remaining useful life of the asset.

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     3-Year    Impairment
Charge
    5-Year    Impairment
Charge
    15-Year    Impairment
Charge
     Historical
Average
Daily Rates
    (in USD
million)
    Historical
Average
Daily Rates
    (in USD
million)
    Historical
Average
Daily Rates
    (in USD
million)
Panamax Class Vessels    $8,597    89.7    $9,119    89.7    $21,324    0.0
Kamsarmax Class Vessels    $9,113    48.2    $9,666    48.2    $22,603    0.0
Post Panamax Class Vessels    $9,628    220.8    $10,213    220.8    $23,883    0.0
Capesize Class Vessels    $13,034    51.0    $13,709    41.1    $38,238    0.0
Total         409.7         399.8         0.0

 

At each year-end, the Company assesses the assumptions used for performing its impairment analysis, and considers the appropriate duration of historical average charter rates to be used.

 

The Company conducts the impairment analysis for its vessels using the following undiscounted cash flows over the remaining useful life of the vessels: the actual charter rates for the contracted charter period and, for the un-contracted remaining period, the rate budgeted by the Company for the first twelve months, the FFA rates for the second twelve months and the 10-year historical average charter rate for subsequent periods.

 

While the Company intends to continue to hold and operate its vessels, the following table presents the carrying values of the Company’s vessels and indicates whether their estimated fair market values, based on broker quotes, were below their carrying values as of December 31, 2015 and 2016. The carrying value of each of the Company’s vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. The Company’s estimates of market values assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without recommendations of any kind. In addition, because vessel market values are highly volatile, these estimates may not be indicative of either the current or future prices that the Company could achieve if it were to sell any of the vessels. The Company would not record impairment for any of the vessels for which the fair market value is below its carrying value unless and until the Company either determines to sell the vessel for a loss or determines that the vessel’s carrying value is not recoverable. The Company believes that the undiscounted projected net operating cash flows over the estimated remaining useful lives for those vessels that have experienced declines in estimated fair market values, based on broker quotes, below their carrying values exceed such vessels’ carrying values as of December 31, 2016. Accordingly, the Company has not recorded an impairment charge, in relation to those vessels as of December 31, 2016.

 

To assist investors in evaluating the possible impact on future results of operations, the following table shows the number of vessels whose fair market value, based on broker quotes, was below their carrying value compared to the number of vessels whose fair market value, based on broker quotes, exceeded their carrying value and their aggregate carrying value in each case, as of December 31, 2015 and December 31, 2016, respectively.

 

     As of December 31, 2015    As of December 31, 2016
     Number of
vessels
    Aggregate
Carrying Value
    Number of vessels    Aggregate Carrying
Value
          ($ US Million)         ($ US Million)
Vessels whose fair market value, based on broker quotes, was below their carrying value    34(1)    988.2    37(2)    1,038.7
Vessels whose fair market value, based on broker quotes, exceeded their carrying value    0    0    0    0
Total    34    988.2    37    1,038.7
 
(1) As of December 31, 2015, the aggregate carrying value of these 34 vessels was $388.7 million more than their fair market value, based on broker quotes.
(2) As of December 31, 2016, the aggregate carrying value of these 37 vessels was $436.3 million more than their fair market value, based on broker quotes.

 

Recent accounting pronouncements

 

Refer to Note 2 of the consolidated financial statements included elsewhere in this annual report.

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Results of Operations

 

Year ended December 31, 2016 compared to year ended December 31, 2015

 

During the year ended December 31, 2016, we had an average of 36.6 drybulk vessels in our fleet. During the year ended December 31, 2015, we had an average of 34.7 drybulk vessels in our fleet.

 

During the year ended December 31, 2016, we acquired Troodos Air and Troodos Sun, both Post-Panamax class newbuild vessels, and Kypros Spirit, a Panamax class newbuild vessel and we sold Stalo and Kypros Unity, a Post-Panamax and a Panamax vessel, respectively.

 

During the year ended December 31, 2015, we acquired Kypros Bravery, Kypros Sky, Kypros Loyalty, all three Panamax class newbuild vessels, and Pedhoulas Cherry, a Kamsarmax class newbuild vessel.

 

Revenues

 

Revenues decreased by 13.9%, or $18.4 million, to $114.0 million during the year ended December 31, 2016 from $132.4 million during the year ended December 31, 2015, as result of the net effect of the following factors: (i) a decrease in the TCE rate for 2016 by 12.7% to $7,659, compared to $8,770 for 2015 due to the decrease in prevailing charter rates, and (ii) an increase in operating days for the year ended December 31, 2016 by 6.4% to 13,024 days, compared to 12,242 days for the year ended December 31, 2015, due to deliveries of the vessels Troodos Air, Troodos Sun, and Kypros Spirit.

 

Commissions

 

Commissions to unaffiliated ship brokers, other brokers associated with our charterers and our charterers during the year ended December 31, 2016 amounted to $4.2 million, a decrease of $0.9 million, or 17.6%, compared to $5.1 million during the year ended December 31, 2015. Commissions as a percentage of revenues remained rather stable, at 3.7% of revenues during the year ended December 31, 2016 compared to 3.8% of revenues during the year ended December 31, 2015.

 

Vessel operating expenses

 

Vessel operating expenses decreased by 10.8% to $49.5 million during the year ended December 31, 2016 from $55.5 million during the year ended December 31, 2015, notwithstanding the 5.6% increase of ownership days from 12,674 in 2015 to 13,390 in 2016. Consequently, daily operating expenses, which are defined as operating expenses per vessel per ownership day, decreased by 15.5% to $3,698 during the year ended December 31, 2016 from $4,377 during the year ended December 31, 2015.

 

Vessel operating expenses decrease was primarily attributed to the following:

 

(i)decrease in repairs, maintenance and dry-docking costs by 54.8% to $2.8 million in 2016, compared to $6.2 million in 2015, attributed to several reasons including decreased number of dry-dockings of vessels, decreased average cost per dry-docking, price reductions in several technical services and overall optimization of fleet repairs in 2016 compared to 2015;

 

(ii)decrease in cost for spares, stores and provisions by 16.7% to $7.0 million in 2016, compared to $8.4 million in 2015, attributed, amongst other things, to supply optimization and reduced overall cost for spares and stores;

 

(iii)decrease in insurance cost by 12.2% to $3.5 million in 2016, compared to $3.9 million in 2015, primarily due to reduced insurance premiums; and

 

(iv)decrease in cost for lubricants by 7.3% to $3.8 million in 2016, compared to $4.1 million in 2015 due to reduced lubricant prices and supply optimization.

 

Depreciation

 

Depreciation expense increased by 5.1% to $49.5 million during the year ended December 31, 2016, compared to $47.1 million during the year ended December 31, 2015, due to the increase in the average number of vessels from 34.7 during the year ended December 31, 2015 to 36.6 during the year ended December 31, 2016.

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General and administrative expenses

 

General and administrative expenses increased by 5.5% to $15.4 million during the year ended December 31, 2016, compared to $14.6 million during the year ended December 31, 2015. The increase of $0.8 million is due to the net effect of: (i) the increase in the management fees charged by our Manager of $11.7 million in 2016 from $10.8 million in 2015 mainly as a result of the increased ownership days of 13,390 in 2016, from 12,674 in 2015; and (ii) the marginal decrease in expenses incurred related to our operation as a public company of $3.8 million in 2016, from $3.9 million in 2015.

 

Daily general and administrative expenses remained largely unchanged at $1,149, during the year ended December 31, 2016 from $1,153, during the year ended December 31, 2015.

 

Daily management fees, which are the part of daily general and administrative expenses payable to our Managers, increased by 2.1% to $867 during the year ended December 31, 2016, from $849 during the year ended December 31, 2015.

 

Daily public company expenses, which are the part of daily general and administrative expenses payable for our operations as a public company decreased by 7.2% to $282 during the year ended December 31, 2016, from $304 during the year ended December 31, 2015.

 

Interest expense

 

Interest expense increased by 67.5% to $19.6 million during the year ended December 31, 2016, compared to $11.7 million, during the year ended December 31, 2015. This was the result of the combination of: (i) the increase in average loans outstanding of $609.6 million during the year ended December 31, 2016, compared to the average loans outstanding of $556.1 million during the year ended December 31, 2015 and (ii) the increase in the weighted average interest rate of our outstanding indebtedness of 3.290% per annum (“p.a.”) for the year ended December 31, 2016 compared to the weighted average interest rate of our outstanding indebtedness of 2.184% p.a. for the year ended December 31, 2015. The total principal amount of loans outstanding as of December 31, 2016 was $587.7 million, compared to $671.7 million as of December 31, 2015.

 

Loss on derivatives

 

Loss on derivatives of $0.6 million during the year ended December 31, 2016 compared to loss of $1.7 million during the year ended December 31, 2015, resulted from (i) a decrease in the realized loss of interest rate derivatives of $1.0 million during the year ended December 31, 2016 from $2.3 million during the same period of 2015, and (ii) a marginal change in the gain from the mark-to-market valuation of interest rate swap transactions of $0.4 million for the year ended December 31, 2016 compared to $0.6 million for the year ended December 31, 2015.

 

As of December 31, 2016, the aggregate notional amount of interest rate swap transactions outstanding was $112.1 million, compared to $148.6 million as of December 31, 2015. These swaps economically hedged the interest rate exposure of 23.6% of the Company’s aggregate loans outstanding as of December 31, 2016 that bear interest at LIBOR. The mark-to-market valuation of these interest rate swap transactions at the end of each period is affected by the prevailing comparable interest rates at that time.

 

Voyage expenses

 

During the year ended December 31, 2016, we recorded voyage expenses of $7.7 million, compared to $17.9 million during the year ended December 31, 2015, a 57.0% decline, mainly due to a decrease in vessel repositioning expenses and lower fuel prices.

 

Loss from inventory valuation

 

During the year ended December 31, 2016, we recorded no effect from the valuation of the bunkers remaining on board our vessels, compared to a loss of $1.4 million during the same period ended December 31, 2015 as a result of the decline of bunker market prices during that period.

 

Impairment loss

 

Impairment loss amounted to $17.2 million for the year ended December 31, 2016, compared to $22.8 million for the year ended December 31, 2015. During the year ended December 31, 2016 the recorded impairment loss was a result of the write-off of the advances paid with respect to the shipbuilding contract of Hull No. 835 and the sale upon delivery of Hull No. 1551, following the agreed novation of Hull No. 835 and sale upon delivery of Hull No. 1551. During the year ended December 31, 2015, the recorded impairment loss of $22.8 million was the result of the impairment of $9.9 million from the assessment of the potential novation of the newbuilding contracts of Hull No. 1552 and Hull No. 1718 as probable, and of the impairment loss of $12.9 million which represented

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the difference from the measurement at the lower of the carrying amount of the Stalo and of the Kypros Unity against their respective fair value less cost to sell, as these vessels were classified as assets held for sale as of December 31, 2015.

 

Year ended December 31, 2015 compared to year ended December 31, 2014

 

During the year ended December 31, 2015, we had an average of 34.7 drybulk vessels in our fleet. During the year ended December 31, 2014, we had an average of 31.0 drybulk vessels in our fleet.

 

During the year ended December 31, 2015, we acquired Kypros Bravery, Kypros Sky, Kypros Loyalty, all three Panamax class newbuild vessels, and Pedhoulas Cherry, a Kamsarmax class newbuild vessel.

 

During the year ended December 31, 2014, we acquired Lake Despina, a Capesize class newbuild vessel, Kypros Land, Kypros Sea and Kypros Unity, all three Panamax class newbuild vessels.

 

Revenues

 

Revenues decreased by 17.2%, or $27.5 million, to $132.4 million during the year ended December 31, 2015 from $159.9 million during the year ended December 31, 2014, as result of the net effect of the following factors: (i) a decrease in the TCE rate for 2015 by 26.9% to $8,770, compared to $12,007 for 2014 due to the decrease in prevailing charter rates, and (ii) an increase in operating days for the year ended December 31, 2015 by 9.6% to 12,242 days, compared to 11,174 days for the year ended December 31, 2014, due to deliveries of the vessels Kypros Bravery, Kypros Sky, Kypros Loyalty and Pedhoulas Cherry.

 

Commissions

 

Commissions to unaffiliated ship brokers, other brokers associated with our charterers and our charterers during the year ended December 31, 2015 amounted to $5.1 million, a decrease of $0.7 million, or 12.1%, compared to $5.8 million during the year ended December 31, 2014. Commissions as a percentage of revenues remained rather stable, at 3.8% of revenues during the year ended December 31, 2015 compared to 3.6% of revenues during the year ended December 31, 2014.

 

Vessel operating expenses

 

Vessel operating expenses increased by 9.7% to $55.5 million during the year ended December 31, 2015 from $50.6 million during the year ended December 31, 2014, at a smaller pace compared to the 12.1% increase of ownership days from 11,309 in 2014 to 12,674 in 2015. Consequently, daily operating expenses, which are defined as operating expenses per vessel per ownership day, decreased by 2.2% to $4,377 during the year ended December 31, 2015 from $4,477 during the year ended December 31, 2014.

 

Vessel operating expenses variation was primarily due to the net effect of the following factors:

 

(i)the decrease in cost for spares, stores and provisions by 7.6% to $8.4 million in 2015, compared to $9.1 million in 2014, attributed to decreased use of spares for repairs;

 

(ii)the increase in crewing cost by 11.8% to $29.3 million in 2015, compared to $26.2 million in 2014, primarily due to the increased number of ownership days;

 

(iii)the increase in cost for lubricants by 17.1% to $4.1 million in 2015, compared to $3.5 million in 2014 due to the increased number of ownership days in 2015 compared to 2014;

 

(iv)the increase in cost for tonnage taxes by 7.6% to $1.4 million, compared to $1.3 million mainly due to the increased number of ownership days; and

 

(v)the increase in repairs, maintenance and dry-docking costs by 44.2% to $6.2 million in 2015, compared to $4.3 million in 2014, due to the increased number of dry-dockings of vessels in 2015 compared to 2014.

 

Depreciation

 

Depreciation expense increased by 9.3% to $47.1 million during the year ended December 31, 2015, compared to $43.1 million during the year ended December 31, 2014, due to the increase in the average number of vessels from 31.0 during the year ended December 31, 2014 to 34.7 during the year ended December 31, 2015.

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General and administrative expenses

 

General and administrative expenses increased by 9.8% to $14.6 million during the year ended December 31, 2015, compared to $13.3 million during the year ended December 31, 2014. The increase of $1.3 million is due to the net effect of: (i) the increase in the management fees charged by our Manager of $10.8 million in 2015 from $9.0 million in 2014 mainly as a result of the increased ownership days of 12,674 in 2015, from 11,309 in 2014; and (ii) the decrease in expenses incurred related to our operation as a public company of $3.9 million in 2015, from $4.4 million in 2014.

 

Daily general and administrative expenses decreased by 2.2% to $1,153, during the year ended December 31, 2015 from $1,179, during the year ended December 31, 2014.

 

Daily management fees, which are the part of daily general and administrative expenses payable to our Managers, increased by 7% to $849 during the year ended December 31, 2015, from $793 during the year ended December 31, 2014.

 

Daily public company expenses, which are the part of daily general and administrative expenses payable for our operations as a public company decreased by 21.2% to $304 during the year ended December 31, 2015, from $386 during the year ended December 31, 2014.

 

Interest expense

 

Interest expense increased by 40.9% to $11.7 million during the year ended December 31, 2015, compared to $8.3 million, during the year ended December 31, 2014. This is the result of the combination of: (i) the increase in average loans outstanding of $556.1 million during the year ended December 31, 2015, compared to the average loans outstanding of $499.0 million during the year ended December 31, 2014 and (ii) the increase in the weighted average interest rate of our outstanding indebtedness of 2.184% per annum (“p.a.”) for the year ended December 31, 2015 compared to the weighted average interest rate of our outstanding indebtedness of 1.698% p.a. for the year ended December 31, 2014. Both abovementioned increases resulted mainly from the accounting treatment of the four-vessel sale and leaseback transaction concluded in September 2015. The total principal amount of loans outstanding as of December 31, 2015 was $671.7 million, compared to $469.6 million as of December 31, 2014.

 

Loss on derivatives

 

Loss on derivatives of $1.7 million during the year ended December 31, 2015 compared to loss of $2.0 million during the year ended December 31, 2014, resulted from (i) a decrease in the realized loss of interest rate derivatives of $2.3 million during the year ended December 31, 2015 from $4.1 million during the same period of 2014, and (ii) a decrease in the gain from the mark-to-market valuation of interest rate swap transactions of $0.6 million for the year ended December 31, 2015 compared to $2.1 million for the year ended December 31, 2014.

 

As of December 31, 2015, the aggregate notional amount of interest rate swap transactions outstanding was $148.6 million, compared to $263.8 million as of December 31, 2014. These swaps economically hedged the interest rate exposure of 28.5% of the Company’s aggregate loans outstanding as of December 31, 2015 that bear interest at LIBOR. The mark-to-market valuation of these interest rate swap transactions at the end of each period is affected by the prevailing comparable interest rates at that time.

 

Voyage expenses

 

During the year ended December 31, 2015, we recorded voyage expenses of $17.9 million, compared to $19.4 million during the year ended December 31, 2014, mainly due to a decrease in vessel repositioning expenses as a result of lower fuel prices.

 

Loss from inventory valuation

 

During the year ended December 31, 2015, we recorded a loss of $1.4 million from the valuation of the bunkers remaining on board our vessels, compared to a loss of $4.0 million during the same period ended December 31, 2014 as a result of the decline of bunker market prices during these periods.

 

Impairment loss

 

Impairment loss amounted to $22.8 million for the year ended December 31, 2015, compared to zero for the year ended December 31, 2014, as a result of the impairment of $9.9 million from the assessment of the potential novation of the newbuilding contracts of Hull No. 1552 and Hull No. 1718 as probable and of the impairment loss of $12.9 million which represented the difference from the measurement at the lower of the carrying amount of the Stalo and of the Kypros Unity against their respective fair value less cost to sell, as these vessels were classified as assets held for sale as of December 31, 2015.

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 B.Liquidity and Capital Resources

 

As of December 31, 2016, we had liquidity of $104.8 million consisting of $93.6 million in cash and bank time deposits and $11.2 million in restricted cash.

 

As of December 31, 2016, we had an aggregate additional financing capacity of $41.7 million, consisting of $24.8 million available under a sale and leaseback financing arrangement for Hull No. 1146 and of $16.9 million under an agreement to issue preferred equity to an unaffiliated investor in 2018 in respect of Hull No. 1552.

 

As of December 31, 2016, the existing fleet consisted of 37 vessels and we had contracted to acquire Hull No. 1146 during 2017, acquire and sell upon delivery Hull No. 1551 during 2017 and acquire Hull No. 1552 during 2018. Hull No. 1146 and Hull No. 1551 were delivered in January 2017. The sale of Hull No. 1551 was consummated in January 2017.

 

As of December 31, 2016, the remaining capital expenditure requirements were $69.6 million, consisting of $47.9 million payable in 2017, including an amount of $20.5 million for newbuild Hull No. 1551 which was sold for the same amount in January 2017 upon delivery and $21.7 million payable in 2018.

 

As of December 31, 2016, we had aggregate debt outstanding of $587.7 million, of which $13.3 million was the current portion of long term debt payable within the next 12 months.

 

As of February 17, 2017, we had liquidity of $114.0 million consisting of $101.9 million in cash and bank time deposits and $12.1 million in restricted cash.

 

As of February 17, 2017, we had an additional financing capacity of $16.9 million under an agreement to issue preferred equity to an unaffiliated investor in 2018 in respect of Hull No. 1552.

 

As of February 17, 2017, the existing fleet consisted of 38 vessels and we had contracted to acquire one newbuild with Hull No. 1552 scheduled to be delivered in 2018.

 

As of February 17, 2017, the remaining capital expenditure requirements amounted to $32.4 million, consisting of $5.1 million payable in 2017 and $27.3 million payable in 2018.

 

Our primary liquidity needs are to fund capital expenditures in relation to newbuild contracts, financing expenses, debt repayment, vessel operating expenses, general and administrative expenses and dividend payments to our stockholders. We anticipate that our primary sources of funds will be existing cash and cash equivalents as of December 31, 2016 of $93.6 million, restricted cash of $11.2 million, cash from operations, additional financing capacity of $41.7 million and, possibly, equity financing.

 

In our opinion, as of February 17, 2017, the contracted cash flow from operations and the existing cash and cash equivalents will be sufficient to fund the operations of our fleet and any other present financial requirements of the Company, including our working capital requirements, and the capital expenditure requirements through the end of 2017. However, during 2018, we may seek additional indebtedness to partially fund our capital expenditure requirements in order to maintain a strong cash position. To the extent that market conditions deteriorate, charterers may default or seek to renegotiate charter contracts, and vessel valuations may decrease, resulting in a breach of our debt covenants. In such case our contracted revenues may decrease and we may be required to make additional prepayments under existing loan facilities, resulting in additional financing needs. If we acquire additional vessels, our capital expenditure requirements will increase and we will need to rely on existing cash and time deposits and operating cash surplus. If we are unable to obtain additional indebtedness, or to find alternative financing, we will not be capable of funding our commitments for capital expenditures relating to our contracted newbuild vessel. A failure to fulfill our commitment would generally result in a forfeiture of the advances we paid to the shipyard with respect to the contracted newbuild vessel. In addition, we may also be liable for other damages for breach of contract. Examples of such liabilities could include payments to the shipyard or the third party seller for the difference between the forfeited advance and the amount that remains to be paid by us if the shipyard or the third party seller cannot locate a third-party buyer that is willing to pay an amount equal to the difference or compensatory payments by us to any charter parties with whom we have entered into charters with respect to the contracted newbuild. Such events could adversely impact the dividends we intend to pay, and could have a material adverse effect on our business, financial condition and results of operation.

 

We paid dividends to our common stockholders each quarter between the date of our initial public offering in June 2008 and the second quarter of 2015. We have not paid any dividends to our common stockholders since the second quarter of 2015. During 2016, we declared and paid four quarterly consecutive dividends of $0.50 per share for each, of Series B Preferred Shares, totaling $3.1 million, of Series C Preferred Shares, totaling $4.6 million, and of Series D Preferred Shares, totaling $6.4 million.

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Our future liquidity needs will impact our dividend policy. We currently intend to use a portion of our free cash to pay dividends to our stockholders. The declaration and payment of dividends, if any, will always be subject to the discretion of our board of directors. The timing and amount of any dividends declared will depend on, among other things: (i) our earnings, financial condition and cash requirements and available sources of liquidity; (ii) decisions in relation to our growth and leverage strategies; (iii) provisions of Marshall Islands and Liberian law governing the payment of dividends; (iv) restrictive covenants in our existing and future debt instruments; and (v) global financial conditions. Dividends on our common stock might continue not to be paid in the future. In addition, cash dividends on our common stock are subject to the priority of dividends on our Preferred Shares.

 

Cash Flows

 

Cash and cash equivalents decreased to $81.6 million as of December 31, 2016, compared to $130.7 million as of December 31, 2015. We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are primarily held in U.S. dollars.

 

Net Cash Provided by Operating Activities

 

Net cash provided by operating activities amounted to $13.5 million in 2016, consisting of net income after non-cash items of $16.2 million less an increase in working capital of $2.7 million.

 

Net cash provided by operating activities amounted to $25.5 million in 2015, consisting of net income after non-cash items of $24.6 million plus a decrease in working capital of $0.9 million.

 

Net cash provided by operating activities amounted to $43.7 million in 2014, consisting of net income after non-cash items of $57.5 million less an increase in working capital of $13.8 million.

 

Net Cash (Used in)/Provided by Investing Activities

 

Net cash flows provided by investing activities were $21.3 million for the year ended December 31, 2016 compared to $182.2 million used in investing activities for the year ended December 31, 2015. The increase in cash flows provided by investing activities of $203.5 million from 2015 is mainly attributable to the following factors: (i) a decrease of $65.1 million in payments for vessel acquisitions and advances for vessels under construction during the year ended December 31, 2016 compared to the same period of 2015; (ii) a net decrease in restricted cash of $62.6 million during the year ended December 31, 2016, compared to a net increase of $57.1 million during the year ended December 31, 2015; (iii) $29.0 million proceeds from asset sales during the year ended December 31, 2016, compared to no proceeds during the year ended December 31, 2015, and (iv) a net increase of $12 million in time deposits during the year ended December 31, 2016, compared to a net decrease of $1.5 million during the same period of 2015.

 

Net cash flows used in investing activities were $182.2 million for the year ended December 31, 2015 compared to $67.0 million for the year ended December 31, 2014. The increase in cash flows used in investing activities of $115.2 million from 2014 is mainly attributable to the following factors: (i) a decrease of $22.8 million in payments for vessel acquisitions and advances for vessels under construction during the year ended December 31, 2015 compared to the same period of 2014; (ii) a net increase in restricted cash of $57.1 million during the year ended December 31, 2015, compared to a net increase of $7.0 million during the year ended December 31, 2014; (iii) no proceeds from asset purchase cancellation during the period ended December 31, 2015, compared to $36.3 million during the year ended December 31, 2014, and (iv) a zero effect on long term investments during the year ended December 31, 2015, compared to an increase in long term investments of $50.0 million during the same period of 2014, due to the maturity of a floating rate note.

 

Net Cash Provided by/(Used in) Financing Activities

 

Net cash flows used in financing activities were $83.9 million for the year ended December 31, 2016, compared to net cash flows provided by financing activities of $180.1 million for the year ended December 31, 2015. This decrease of $264.0 million, compared to the year ended December 31, 2015, is mainly attributable to the following factors: (i) a decrease of $95.2 million in long term debt principal payments; (ii) a decrease in long-term debt proceeds of $382.5 million; (iii) a decrease in dividends paid of $3.5 million; (iv) $16.1 million net proceeds from the issuance of common stock during the year ended December 31, 2016, compared to no proceeds during the year ended December 31, 2015; (v) a decrease in payments of deferred financing costs of $4.9 million and (vi) an increase of $1.2 million in repurchase of common and preferred shares.

 

Net cash flows provided by financing activities were $180.1 million for the year ended December 31, 2015, compared to net cash flows provided by financing activities of $65.9 million for the year ended December 31, 2014. This increase of $114.2 million, compared to the year ended December 31, 2014, resulted from the combined effect of an increase of $111.0 million in long term debt principal payments, an increase in long-term debt proceeds of $353.0 million, a decrease in dividends paid of $8.4 million, no

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proceeds during the year ended December 31, 2015, compared to net proceeds of $132.8 million from the issuance of common and preferred stock and an increase in payments of deferred financing costs of $2.7 million.

 

Credit Facilities

 

We operate in a capital intensive industry which requires significant amounts of investment, and we fund a portion of this investment through long-term bank debt. We or our subsidiaries have generally entered into credit facilities in order to finance the acquisition of our vessels, to refinance existing indebtedness and for general corporate purposes. In 2016, (a) three of our subsidiaries entered into a credit facility which was used to refinance existing credit facilities and (b) one of our subsidiaries utilized a credit facility, which it had entered into in 2015, to refinance part of the purchase price of a newbuild vessel that was delivered in 2016.

 

The durations from drawdown of our 15 credit facilities outstanding on December 31, 2016, ranged from three to 12 years. They are generally repaid by quarterly or semi-annual principal installments and a balloon payment due on maturity, with the exception of two credit facilities which are repaid by semi-annual principal installments without balloon payments and four that are deemed to be repaid by principal installments every 45 days and a balloon payment due on maturity. We generally pay interest at LIBOR plus a margin, except for six facilities, under four of which principal amounts are deemed to bear fixed interest and under two of which a portion of the principal amounts bear interest at the Commercial Interest Reference Rate published by the Organization for Economic Co-operation and Development applicable on the date of signing of the relevant loan agreements. The obligations under our credit facilities are secured by, among other types of security, first priority mortgages over the vessels owned by the respective borrower subsidiaries, first priority assignments of all insurances and earnings of the mortgaged vessels and guarantees by us.

 

During 2016, we drew down loans totaling $64.5 million and we repaid $148.5 million of our indebtedness. As of December 31, 2016, we had 15 outstanding credit facilities with a combined outstanding balance of $587.7 million. These debt facilities had maturity dates between 2018 and 2025. For a description of our debt facilities as of December 31, 2016, please see Note 7 to our financial statements included elsewhere in this annual report. During 2017, we are scheduled to repay approximately $13.3 million of our long-term debt outstanding as of December 31, 2016.

 

Covenants under Credit Facilities

 

The credit facilities impose operating and financial restrictions on us. These restrictions in our existing credit facilities generally limit our subsidiaries’ ability to, among other things, and subject to exceptions set forth in such credit facilities:

 

·pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends;

 

·enter into certain long-term charters;

 

·incur additional indebtedness, including through the issuance of guarantees;

 

·change the flag, class or management of the vessel mortgaged under such facility or terminate or materially amend the management agreement relating to such vessel;

 

·create liens on their assets;

 

·make loans;

 

·make investments;

 

·make capital expenditures;

 

·undergo a change in ownership or control or permit a change in ownership and control of our Managers;

 

·sell the vessel mortgaged under such facility; and

 

·permit our chief executive officer to change.

 

Our existing credit facilities also require certain of our subsidiaries to maintain financial ratios and satisfy financial covenants. Depending on the credit facility, certain of our subsidiaries are subject to financial ratios and covenants requiring that these subsidiaries:

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·meets the Minimum Value Covenant;

 

·maintain a minimum cash balance per vessel with the respective lender from $250,000 to $1,000,000 as the case may be; and

 

·ensure that we comply with certain financial covenants under the guarantees described below.

 

In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit facilities, we are subject to financial covenants. Depending on the guarantee, these financial covenants include the following:

 

·our total consolidated liabilities divided by our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) (the “Consolidated Leverage Covenant”) must not exceed 90%, until December 31, 2017 and 85% applicable as of January 1, 2018 onwards, for credit facilities outstanding with commercial financing institutions and 80% for credit facilities outstanding with government owned export credit institutions;

 

·our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) less its total consolidated liabilities (the “Net Worth Covenant”) must not be less than $150,000,000, applicable as of January 1, 2017 onwards for credit facilities outstanding with government owned export credit institutions. For credit facilities outstanding with commercial financing institutions the Net Worth Covenant is waived until December 31, 2017 subject to a minimum fleet size of 30 vessels and must not be less than $150,000,000, applicable as of January 1, 2018 onwards;

 

·the ratio of our EBITDA over consolidated interest expense (the “EBITDA Covenant”) must not be less than 2.0:1, on a trailing 12 months’ basis, applicable as of January 1, 2018 onwards, for credit facilities outstanding with commercial financing institutions;

 

·the ratio of our aggregate debt to EBITDA must not exceed 5.5:1 on a trailing 12 months’ basis, applicable as of January 1, 2018 onwards for credit facilities outstanding with government owned export credit institutions;

 

·our consolidated debt must not exceed $650,000,000 on December 31, 2016, $610,000,000 on June 30, 2017 and $605,000,000 on December 31, 2017 for credit facilities outstanding with government owned export credit institutions;

 

·payment of dividends is subject to no event of default having occurred and be continuing or would occur as a result of the payment of such dividends; and
   
·a minimum of 35%, of our shares shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the relevant credit facilities.

 

The Consolidated Leverage Covenant, EBITDA covenant and Net Worth Covenant do not apply to the loan facility with our subsidiary Shikokuepta Shipping Inc., and the EBITDA covenant does not apply to financing agreements entered into by our subsidiaries Maxeikosi Shipping Corporation, Maxeikosiena Shipping Corporation, Maxeikositria Shipping Corporation, Youngone Shipping Inc. and Youngtwo Shipping Inc.

 

As of December 31, 2016, the Company was in compliance with all debt covenants with respect to its loan and credit facilities.

 

Interest Rate Swaps

 

We have entered into interest rate swap agreements converting floating interest rate exposure into fixed interest rates in order to economically hedge our exposure to fluctuations in prevailing market interest rates. For more information on our interest rate swap agreements, refer to Note 13 to our financial statements included elsewhere in this annual report.

 

C.Research and Development, Patents and Licenses

 

We incur from time to time expenditures relating to inspections for acquiring new vessels that meet our standards. Such expenditures are insignificant and they are expensed as they are incurred.

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D.Trend Information

 

Our results of operations depend primarily on the charter hire rates that we are able to realize, and the demand for drybulk vessel services. During 2016, the BDI experienced significant volatility, reaching an all-time low of 290 on February 10, 2016 and a high of 1,257 on November 18, 2016.

 

As of February 17, 2017 the BDI was 741.

 

The decline and volatility in charter rates in the drybulk market reflects in part the fact that the supply of drybulk vessels in the market has been increasing. Demand for drybulk vessel services is influenced by global financial conditions. Global financial conditions remain volatile and demand for drybulk services may decrease in the future. There has been a pattern of volatility in recent years. For example, after reaching historical highs in mid-2008, charter hire rates for Panamax and Capesize drybulk vessels reached near historically low levels. For example, the BDI declined from a high of 11,793 in May 2008 to a low of 663 in December 2008, which represents a decline of 94% within a single calendar year. See also “Item 3. Key Information—D. Risks Inherent in Our Industry and Our Business—The international drybulk shipping industry is cyclical and volatile, and charter rates during 2016 were significantly lower than their highs in the middle of 2008 reaching recently all-time lows; these factors may lead to further reductions and volatility in our charter rates, vessel values and results of operations.” In response to the volatile market conditions, we seek to strengthen our charter coverage. As of February 17, 2017, 33 of our 38 vessels are employed or scheduled to be employed in period time charters with outstanding duration of more than three months. Additionally, we believe we have structured our capital expenditure requirements, debt commitments and liquidity resources in a way that will provide us with financial flexibility (see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources” for more information).

 

Our TCE rate for the periods ended December 31, 2014, 2015 and 2016 was $12,007, $8,770 and $7,659 respectively, as a result of expiration or early redelivery of long period time charters, contracted at charter rates above the market in previous years with Daiichi and Kawasaki Kisen Kaisha, and our increasing exposure to prevailing weak spot market conditions. During 2014, none of our charterers accounted individually for more than 10% of our total revenues. During 2015, two of our charterers accounted for 23.46% of our revenues, namely Oldendorff Gmbh and Co. KG and Global Chartering Ltd, with each one accounting for more than 10% of total revenues. During 2016, two of our charterers accounted for 22.54% of our revenues, namely Glencore Grain B.V. and Co. KG and Global Chartering Ltd, with each one accounting for more than 10% of total revenues.

 

During 2016, 28% of our revenue was derived from three vessels with long period time charters, contracted in previous years with original durations of 10 to 20 years and with a weighted average TCE rate of $28,901. The remaining 72% of our revenue was derived from the employment of 36 vessels, two of which were sold in March, 2016, under spot and period time charters with original durations up to 10 years with a TCE rate of $5,766.

 

As of February 17, 2017, we had a total of 38 vessels in our fleet and expected to take delivery of one additional newbuild vessel in 2018. As of February 17, 2017, we have contracted 59% of our expected ownership days for the remainder of 2017. Our contracted TCE rate for the remainder of 2017, calculated on the basis of all existing contracts and customary assumptions in relation to voyage expenses, as of February 17, 2017, was $9,472.

 

Our employment profile as of February 17, 2017, included three period time charterer contracts contracted in previous years with original durations of 10 to 20 years, with an average expected remaining charter duration of 8.7 years and with an expected TCE rate for the remainder of 2017 of $28,700, and 35 spot and period time charters with an expected average remaining charter duration of 7.2 months, and an expected TCE rate of $6,497. Vessels whose charters expire or are early redelivered or terminated within 2017 will be chartered at prevailing charter market conditions, which may substantially influence our revenues, the valuation of our vessels, our results of operations and our dividend distributions.

 

As of February 17, 2017 we had not received any notice of early redelivery or termination for any of our charters.

 

E.Off-Balance Sheet Arrangements

 

As of December 31, 2016, we did not have any off-balance sheet arrangements.

 

F.Contractual Obligations

 

Our contractual obligations as of December 31, 2016 were:

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   Total  Less than 1
year (2017)
  1-3 years
(2018-2019)
  3-5 years
(2020-2021)
  More than
5 years
(after
January 1,
2022)
   (in thousands of U.S. dollars)
Long-term debt obligations  $587,665   $13,264   $87,060   $248,449   $238,892 
Interest payments (1)   119,073   22,568   42,237   34,183   20,085 
Payments to our Managers (2) (3)   20,863   14,628   6,235       
Newbuild contracts (3)   69,640   47,869   21,771       
Total  797,241   98,329   157,303   282,632   258,977 

 

 

 

(1)Amounts shown reflect estimated interest payments we expect to make with respect to our long-term debt obligations and interest rate swaps. The interest payments reflect an assumed LIBOR-based applicable interest rate of 1.31767% (the six-month LIBOR rate as of December 31, 2016), plus the relevant margin of the applicable credit facility and the estimated net settlement of our interest rate swaps. See “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources—Interest Rate Swaps” for more information.

 

(2)Represents the fixed fee of $975 per vessel per day based on charter agreements in place as of December 31, 2016, based on the management fees effective as of May 29, 2016. In addition, it includes amounts payable to our Managers under the Management Agreements in respect of the acquisition fee for the one newbuild vessel and the supervision fee for the one newbuild vessel which is described elsewhere herein. The levels of the above-mentioned fees are subject to adjustment every year and will be agreed upon between us and our Managers. The fees shown in the table above do not take into account any potential future changes to the fees. Pursuant to the terms of the Management Agreements, the Managers provide executive officers at no cost. To the extent that the Managers do not provide executive officers, but instead we employ executive officers directly, the management fee is reduced by an amount equal to the aggregate cost of compensation and benefits and other incidental costs borne as a result of employing the executive officers directly. The fees shown in the table above do not take into account any such reductions.

 

(3)Includes contractual payments for Hull No. 1551.

 

ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.Directors and Senior Management

 

The following table sets forth, as of February 17, 2017, information regarding our directors and executive officers.

 

Name   Age   Position
Polys Hajioannou   50   Chief Executive Officer, Chairman of the Board and Class I Director
Dr. Loukas Barmparis   54   President, Secretary and Class II Director
Konstantinos Adamopoulos   54   Chief Financial Officer and Class III Director
Ioannis Foteinos   58   Chief Operating Officer and Class I Director
Christos Megalou   57   Class II Director
Frank Sica   66   Class III Director
Ole Wikborg   61   Class I Director

 

Certain biographical information about each of these individuals is set forth below. The term of our Class I directors expires in 2018, the term of our Class II directors expires in 2019 and the term of our Class III directors expires in 2017.

 

Polys Hajioannou is our Chief Executive Officer and has been Chairman of our board of directors since 2008. Mr. Hajioannou also serves with Safe Bulkers Management and Safety Management in the past and their predecessor Alassia Steamship Co., Ltd., which he joined in 1987. Mr. Hajioannou is a founding member and Vice-President of the Union of Cyprus Shipowners. Mr. Hajioannou is a member of the Lloyd’s Register Hellenic Advisory Committee. In 2011, Mr. Hajioannou was appointed to the board of directors of the Hellenic Mutual War Risks Association (Bermuda) Limited and in 2013 he was elected at the board of directors of the UK Mutual Steam Ship Assurance Association (Bermuda) Limited. Mr. Hajioannou holds a Bachelor of Science degree in nautical studies from Sunderland University.

 

Dr. Loukas Barmparis is our President and Secretary and has been a member of our board of directors since 2008. Dr. Barmparis also serves as the technical manager of Safe Bulkers Management Ltd, which he joined in December 2016. Between 2009 and 2016 he was the technical manager of Safety Management Overseas S.A. Until 2009 he was the project development manager of the affiliated Alassia Development S.A., responsible for renewable energy projects. Prior to joining our

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Manager and Alassia Development S.A., from 1999 to 2005 and from 1993 to 1995, Dr. Barmparis was employed at N. Daskalantonakis Group, Grecotel, one of the largest hotel chains in Greece, as technical manager and project development general manager. During the interim period between 1995 and 1999, Dr. Barmparis was employed at Exergia S.A. as an energy consultant. Dr. Barmparis holds a master of business administration (“M.B.A.”) from the Athens Laboratory of Business Administration, a doctorate from the Imperial College of Science Technology and Medicine, a master of applied science from the University of Toronto and a diploma in mechanical engineering from the Aristotle University of Thessaloniki.

 

Konstantinos Adamopoulos is our Chief Financial Officer and has been a member of our board of directors since 2008. Prior to joining us, Mr. Adamopoulos was employed at Calyon, a financial institution, as a senior relationship manager in shipping finance for 14 years. Prior to this, from 1990 to 1993, Mr. Adamopoulos was employed by the National Bank of Greece in London as an account officer for shipping finance and in Athens as deputy head of the export finance department. Prior to this, from 1987 to 1989, Mr. Adamopoulos served as a finance officer in the Greek Air Force. Mr. Adamopoulos holds an M.B.A. in finance from the City University Business School and a Bachelor of Science degree in business administration from the Athens School of Economics and Business Science.

 

Ioannis Foteinos is our Chief Operating Officer and has been a member of our board of directors since February 2009. Mr. Foteinos has 26 years of experience in the shipping industry. After obtaining a bachelor’s degree in nautical studies from Sunderland University, he joined the predecessor of Safety Management in 1984, where he presently serves and will continue to serve as Chartering Manager.

 

Christos Megalou is a member of our Board of Directors and serves as a member of our audit and our corporate governance, nominating and compensation committee. Mr. Megalou is the Managing Director of the Tite Capital Limited and has been a Distinguished Fellow of the Global Federation Of Competitiveness Councils in Washington DC since 2016. Since 2015 Mr. Megalou served as senior advisor to Fairfax Financial Holdings. From 2013 to 2015, Mr. Megalou served as the Chief Executive Officer and Chairman of the Executive Board of Eurobank Ergasias SA and was the Deputy Chairman of the Hellenic Bank Association in Greece. From 2010 to 2013, Mr. Megalou served as Chairman of the Hellenic Bankers Association in the UK. From 1997 to 2013, he was Vice-Chairman of Southern Europe, Co-head of Investment Banking for Southern Europe and Managing Director in the Investment Banking Division of Credit Suisse in London. From 1991 to 1997, he was a Director at Barclays de Zoete Wedd. From 1991 to 1996, he was Deputy Chairman of the British Hellenic Chamber of Commerce. He started his career in 1984 as an auditor in Arthur Andersen in Athens. Mr. Megalou graduated with a BSc of Economics from the University of Athens and holds an MBA in Finance from Aston University in Birmingham United Kingdom.

 

Frank Sica has been a member of our board of directors and of our corporate governance, nominating and compensation committee, and a member and chairman of our audit committee, since 2008. Mr. Sica has served as a Partner at Tailwind Capital, a private equity firm since 2006. From 2004 to 2005, Mr. Sica was a Senior Advisor to Soros Private Funds Management. From 1998 to 2003, Mr. Sica worked at Soros Fund Management where he oversaw the direct real estate and private equity investment activities of Soros. From 1988 to 1998, Mr. Sica was a Managing Director at Morgan Stanley. Mr. Sica is a graduate of Wesleyan University, where he received a B.A. degree, and of the Amos Tuck School of Business at Dartmouth College, where he received his M.B.A. Mr. Sica is also director of CSG Systems International, an account management and billing software company for communication industries, JetBlue Airways Corporation, a commercial airline, and Kohl’s Corporation, an owner and operator of department stores.

 

Ole Wikborg has been a member of our board of directors and of our audit committee and corporate governance, nominating and compensation committee since 2008. Mr. Wikborg has been involved in the marine and shipping industry in various capacities for over 35 years. Since 2002, Mr. Wikborg has served as a director and senior underwriter of the Norwegian Hull Club, based in Oslo, Norway. He was a member of the Norwegian Hull Club management team from 2002 to 2016, when he moved to London to take up the position as the head of the London branch of Norwegian Hull Club, established that year. From 2002 to 2006, Mr. Wikborg also served as a member and chairman of the Ocean Hull Committee of the International Union of Marine Insurance (IUMI). Since 2006, he has served as Vice President and a member of the Executive Board of the IUMI and, he was elected as President of IUMI from 2010 to 2014. Since 1997, Mr. Wikborg has served as a board member of the Central Union of Marine Insurers, based in Oslo, and was that organization’s Chairman from 2009 to 2013. From 1997 until 2002, Mr. Wikborg served as the senior vice president and manager of the marine and energy division of the Zurich Protector Insurance Company ASA. Prior to his carrier in marine insurance, Mr. Wikborg served in the Royal Norwegian Navy, attaining the rank of Lieutenant Commander.

 

B.Compensation of Directors and Senior Management

 

Our Managers, pursuant to the terms of the applicable Management Agreements, have historically provided to us our executive officers at no cost. For the year ended December 31, 2016, certain executive officers and senior management were employed directly by us, in which case the management fees payable by us to the Managers were reduced by an amount equal to the aggregate costs of compensation and benefits and other incidental costs borne by us as a result of such employment. The aggregate costs of compensation and benefits and other incidental costs of executive officers and senior management employed directly by the Company

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for the year ended December 31, 2016, was $1.7 million. For a discussion of the fees payable to our Managers, refer to “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements.” Also, we do not have any service contracts with any of our non-executive directors that provide for benefits upon termination of their services.

 

Non-executive independent directors of the Company are paid an annual fee in the amount of $40,000 plus reimbursement for their out-of-pocket expenses.

 

In addition, the chairman of the audit committee, Frank Sica, receives the annual equivalent of $60,000 in the form of shares of our common stock. Ole Wikborg and Christos Megalou receive the annual equivalent of $30,000 in the form of shares of our common stock.

 

No amounts are set aside or accrued by us to provide pension, retirement or similar benefits.

 

  C. Board Practices

 

As of December 31, 2016, we had seven members on our board of directors. The board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of stockholders and until his or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the stockholders to elect the entire class of directors to be elected at any election of directors or for any other reason, may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors. None of our directors is a party to service contracts with us providing for benefits upon termination of employment. Information regarding the period which each director served and the date of expiration of each director’s current term is available in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”

 

During the fiscal year ended December 31, 2016, the full board of directors held four meetings. Each director attended all of the meetings of committees of which the director was a member in person or electronically. Our board of directors has determined that each of Messrs. Sica, Megalou and Wikborg are independent within the current meanings of independence employed by the corporate governance rules of the NYSE and the SEC. Stockholders who wish to send communications on any topic to the board of directors or to the independent directors as a group, or to the chairman of the audit committee, Mr. Frank Sica, or to the chairman of the corporate governance, nominating and compensation committee, Mr. Ole Wikborg, may do so by writing to our Secretary, Dr. Loukas Barmparis, Safe Bulkers, Inc., e-mail: directors@safebulkers.com.

 

Corporate Governance

 

The board of directors and our Company’s management have engaged in an ongoing review of our corporate governance practices in order to oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC.

 

We have adopted a number of key documents that are the foundation of the Company’s corporate governance, including:

 

  · a Code of Business Conduct and Ethics for all officers and employees, which incorporates a Code of Ethics for directors and a Code of Conduct for corporate officers;
     
  · a Corporate Governance, Nominating and Compensation Committee Charter; and
     
  · an Audit Committee Charter.

 

These documents and other important information on our governance are posted on our website and may be viewed at http://www.safebulkers.com. We will also provide a paper copy of any of these documents upon the written request of a stockholder. Stockholders may direct their requests to the attention of our Secretary, Dr. Loukas Barmparis, Safe Bulkers, Inc., e-mail: directors@safebulkers.com.

 

Committees of the Board of Directors

 

Audit committee

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Our audit committee consists of Ole Wikborg, Christos Megalou and Frank Sica, as chairman. Our board of directors has determined that Frank Sica qualifies as an audit committee “financial expert,” as such term is defined in Regulation S-K promulgated by the SEC. The audit committee is responsible for:

 

  · the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditor;
     
  · assisting the board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements;
     
  · annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm;
     
  · discussing the annual audited financial and quarterly statements with management and the independent auditors;
     
  · discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;
     
  · discussing policies with respect to risk assessment and risk management;
     
  · meeting separately, and periodically, with management, internal auditors and the independent auditor;
     
  · reviewing with the independent auditor any audit problems or difficulties and management’s responses;
     
  · setting clear hiring policies for employees or former employees of the independent auditors;
     
  · annually reviewing the adequacy of the audit committee’s written charter, the internal audit charter, the scope of the annual internal audit plan and the results of internal audits;
     
  · reporting regularly to the full board of directors; and
     
  · handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time.

 

Our corporate governance, nominating and compensation committee consists of Christos Megalou, Frank Sica and Ole Wikborg, as chairman. The corporate governance, nominating and compensation committee is responsible for:

 

  · nominating candidates, consistent with criteria approved by the full board of directors, for the approval of the full board of directors to fill board vacancies as and when they arise, as well as putting in place plans for succession, in particular, of the chairman of the board of directors and executive officers;
     
  · selecting, or recommending that the full board of directors select, the director nominees for the next annual meeting of shareholders;
     
  · developing and recommending to the full board of directors corporate governance guidelines applicable to us and keeping such guidelines under review;
     
  · overseeing the evaluation of the board and management; and
     
  · handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee by the board of directors from time to time.

 

D.Employees

 

Our executive officers are provided by our Managers. As of December 31, 2016, approximately 733 people served on board the vessels in our fleet, and our Managers employed approximately 87 people on shore.

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E.Share Ownership

 

The common stock and Preferred Shares beneficially owned by our directors and executive officers and/or companies affiliated with these individuals is disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” below.

 

Equity Compensation Plans

 

We have agreed to provide the chairman of the audit committee, Mr. Frank Sica, as part of his remuneration, the annual equivalent of $60,000 in the form of shares of our common stock, and our non-executive independent directors, Mr. Ole Wikborg and Mr. Christos Megalou, as part of their remuneration, the annual equivalent of $30,000 each, in the form of shares of our common stock.

 

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.Major Shareholders

 

The following table sets forth certain information regarding the beneficial ownership of our outstanding common stock and Preferred Shares as of February 17, 2016 held by:

 

  · each person or entity that we know beneficially owns 5% or more of our common stock;
     
  · our officers and directors; and
     
  · all our directors and officers as a group.

 

Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person who has voting power or investment power with respect to securities is treated as a beneficial owner of those securities.

 

Beneficial ownership does not necessarily imply that the named person has the economic or other benefits of ownership. For purposes of this table, shares subject to options, warrants or rights or shares exercisable within 60 days of February 17, 2017 are considered as beneficially owned by the person holding those options, warrants or rights. Each stockholder is entitled to one vote for each share held. The applicable percentage of ownership for each stockholder is based on 99,277,715 shares of common stock outstanding as of February 17, 2017. Information for certain holders is based on their latest filings with the SEC or information delivered to us. Except as noted below, the address of all stockholders, officers and directors identified in the table and the accompanying footnotes below is in care of our principal executive offices.

 

Identity of Person or Group   Number of
Shares of
Common Stock
Owned
  Percentage
of
Common
Stock
  Number of
Shares of
Series B
Preferred
Shares
  Percentage
of Series B
Preferred
Shares
  Number of
Shares of
Series C
Preferred
Shares
  Percentage
of Series C
Preferred
Shares
  Number of
Shares of
Series D
Preferred
Shares
  Percentage
of Series D
Preferred
Shares
5% Beneficial Owners:                                
Vorini Holdings Inc.(1)   19,426,015   19.57%            
Bellapais Maritime Inc.(2)   5,000,000   5.04%            
Kyperounta Maritime Inc.(2)   5,000,000   5.04%            
Lefkoniko Maritime Inc.(2)   5,000,000   5.04%            
Akamas Maritime Inc.(2)   8,953,414   9.02%            
Chalkoessa Maritime Inc.(2)   5,000,000   5.04%   200,000   13.41%        
Nicolaos Hadjioannou(3)   22,426,015   22.59%            
Officers and Directors:                            
Polys Hajioannou(4)   48,379,429   48.73%   280,000   18.77%   72,000   3.13%   155,000   4.84%
Dr. Loukas Barmparis       *   *   *   *   *   *
Konstantinos Adamopoulos       *   *   *   *   *   *
Ioannis Foteinos   *   *   *   *   *   *   *   *
Frank Sica   *   *   *(5)   *   *   *   *   *
Ole Wikborg   *   *            
Christos Megalou   *   *            
All executive officers and directors as a group (7 persons)   48,618,520   48.97%   309,000   20.80%   89,000   3.87%   190,000   5.94%

 

 

* Less than 1%
   
(1) Controlled by Polys Hajioannou and his family.
   
(2) Controlled by Polys Hajioannou.
   
(3) By virtue of shares owned indirectly through Vorini Holdings, Inc. and other entities he controls.
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(4) By virtue of shares owned indirectly through Vorini Holdings, Inc., Bellapais Maritime Inc., Kyperounta Maritime Inc., Lefkoniko Maritime Inc., Akamas Maritime Inc., Chalkoessa Maritime Inc. and other entities he controls.
   
(5) Held in a trust controlled by Frank Sica for the benefit of his family members.

 

In June 2008, we completed a registered public offering of our shares of common stock in which the selling stockholder was Vorini Holdings Inc., and our common stock began trading on the NYSE. Our major stockholders have the same voting rights as our other stockholders. As of February 17, 2017, we had 13 stockholders of record; three of these stockholders of record were located in the United States and held an aggregate 52,702,531 shares of common stock, representing approximately 53.09% of our outstanding shares of common stock. However, one of the United States stockholders of record is Cede & Co., a nominee of The Depository Trust Company, which holds 52,523,271 shares of our common stock. Accordingly, we believe that the shares held by Cede & Co. include shares of common stock beneficially owned by both holders in the United States and non-United States beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. We are not aware of any significant changes in the percentage ownership held by any major stockholders since our initial public offering.

 

The Hajioannou family owns approximately 51.75% of our outstanding common stock. They are able to control the outcome of matters on which our stockholders are entitled to vote, including the election of our entire board of directors and other significant corporate actions. Shares of our common stock held by the Hajioannou family do not have different or unique voting rights.

 

B.Related Party Transactions

 

Management Affiliations

 

Our chief executive officer, Polys Hajioannou controls our Managers and other companies which lease office space to us. Our Managers, along with the predecessor to Safety Management, have provided services to our vessels since 1965 and continue to provide technical, administrative, commercial and certain other services which support our business, as well as comprehensive ship management services such as technical supervision and commercial management, including chartering our vessels, pursuant to our Management Agreements described below.

 

Management Agreements

 

Under our Management Agreements, our Managers are responsible for providing us with technical, administrative commercial and certain other services, which include the following:

 

Technical Services

 

These services include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory compliance and compliance with the law of the flag state of each vessel and of the places where the vessel operates, ensuring classification society compliance, supervising the maintenance and general efficiency of vessels, arranging the hire of qualified officers and crew, training, transportation and lodging, insurance (including handling and processing all claims) of, and appropriate investigation of any charterer concerns with respect to, the crew, conducting union negotiations concerning the crew, performing normally scheduled drydocking and general and routine repairs, arranging insurance for vessels (including marine hull and machinery, protection and indemnity and risks insurance), purchasing stores, supplies, spares, lubricating oil and maintenance capital expenditures for vessels, appointing supervisors and technical consultants, providing technical support, shoreside support and shipyard supervision, and attending to all other technical matters necessary to run our business.

 

Commercial Services

 

These services include chartering the vessels that we own, assisting in our chartering, locating, purchasing, financing and negotiating the purchase and sale of our vessels, supervising the design and construction of newbuilds, and such other commercial services as we may reasonably request from time to time.

 

Administrative Services

 

These services include providing or arranging for all services necessary to the engagement, employment and compensation of our employees, officers, consultants and directors, administering payroll services, assistance with the preparation of our tax returns and financial statements, assistance with corporate and regulatory compliance matters not related to our vessels, procuring legal and accounting services, assistance in complying with U.S. and other relevant securities laws, human resources (including provision of our executive officers and directors of our subsidiaries), cash management and bookkeeping services, development and monitoring of internal audit controls, disclosure controls and information technology, assistance with all regulatory and reporting functions and obligations, furnishing any reports or financial information that might be requested by us and other non-vessel related administrative

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services, assistance with office space, providing legal and financial compliance services, overseeing banking services (including the opening, closing, operation and management of all of our accounts, including making deposits and withdrawals reasonably necessary for the management of our business and day-to-day operations), arranging general insurance and director and officer liability insurance (at our expense), providing all administrative services required for any subsequent debt and equity financings and attending to all other administrative matters necessary to ensure the professional management of our business.

 

Reporting Structure

 

Our Managers report to us and to our board of directors through our executive officers.

 

Compensation of Our Managers

 

Under our Management Agreements, in return for providing technical, commercial and administrative services, our Managers receive a fixed fee of $975 per day per managed vessel for vessels in our fleet, prorated for the number of calendar days that we own or charter-in each vessel and $250 per managed vessel per day, for bareboat charters. Such fee is subject to reduction for any compensation and benefits to our executive officers paid by us. Further, our Managers receive an acquisition fee of 1.0% based on the contract price of any vessel bought and a sales fee of 1.0% based on the contract price of any vessel sold by it on our behalf, including any contracted newbuild. We also pay our Managers a supervision fee of $550,000 per newbuild, of which 50% is payable upon the signing of the relevant supervision agreement, and 50% upon successful completion of the sea trials of each newbuild, for the on-premises supervision of all newbuilds we have agreed to acquire pursuant to shipbuilding contracts, memoranda of agreement, or otherwise. On May 29 of each year during the term of each Management Agreement, we and the Managers will mutually agree on the applicable management fees for each vessel subject to such Management Agreement. Pursuant to the terms of each Management Agreement, the Managers provide to us executive officers at no cost. To the extent that the Managers do not provide executive officers to us but instead such executive officers are employed by us directly, the management fee payable by us to the Managers shall be reduced by an amount equal to the aggregate costs of compensation and benefits and other incidental costs borne by us as a result of such employment, subject to certain limitations.

 

The management fees do not cover capital expenditure, financial costs and operating expenses for our vessels and our general and administrative expenses such as directors, and officers’ liability insurance, legal and accounting fees and other similar third party expenses. More specifically, we reimburse expenses of the Managers or their personnel directly related to the operation and management of our vessels, such as:

 

  · interest, principal and other financial costs;
     
  · voyage expenses;
     
  · vessel operating expenses including crewing costs, surveyor’s attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance and repair costs, tonnage taxes and vetting expenses;
     
  · commissions, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors;
     
  · deductibles, insurance premiums and/or P&I calls; and
     
  · postage, communication, traveling, victualing and other out of pocket expenses.

 

Each year, our Managers prepare and submit to us a detailed draft budget for the next calendar year, which includes a statement of estimated revenue, estimated general and administrative expenses and a proposed budget for capital expenditures, repairs or alterations. Once approved by us, this draft budget becomes the approved budget.

 

Term and Termination Rights

 

Subject to the termination rights described below, the initial term of the SMO Management Agreement would expire two years after the effective date (May 29, 2008) and is renewable for up to eight additional one-year periods, and the initial term of the SBM Management Agreement would expire one year after its effective date (May 29, 2015) and is renewable for up to two additional one-year periods. After the expiration of the initial term, each Management Agreement will be automatically extended on a year-to-year basis for the number of renewal terms set forth in each Management Agreement, subject to our ability to terminate each Management Agreement upon written notice at least 12 months prior to the end of the current term.

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Our Managers’ Termination Rights

 

Each Manager may terminate the applicable Management Agreement prior to the end of its term if:

 

  · any money payable by us is not paid when due or if due on demand, within 10 business days following demand by the Manager;
     
  · we default in the performance of any other material obligation under the Management Agreement and the matter is unresolved within 20 business days after we receive written notice of such default from the Manager;
     
  · the management fee determined by arbitration in respect of any annual period following the initial term is unsatisfactory to the Manager, in which case the Manager may terminate upon 12 months’ written notice to us;
     
· any acquisition of our shares or a merger, consolidation or similar transaction results in any “person” or “group” acquiring 40% or more of the total voting power of our or the resulting entity’s outstanding voting securities, and such percentage represents a higher percentage of such voting power than that held directly or indirectly by Polys Hajioannou;
     
· the approval by our shareholders of a proposed merger, consolidation, recapitalization or similar transaction, as a result of which any person acquiring our shares of common stock becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the resulting entity following such transaction, and such percentage represents a higher percentage of such voting power than that held directly or indirectly by Polys Hajioannou; or
     
· there is a change in directors after which a majority of the members of our board of directors are not continuing directors.

 

“Continuing directors” means, as of any date of determination, any member of our board of directors who was:

 

  · a member of our board of directors on June 4, 2008; or
     
  · nominated for election or elected to our board of directors with the approval of a majority of the directors then in office who were either directors on June 4, 2008 or whose nomination or election was previously so approved.

 

Our Termination Rights

 

In addition to certain standard termination rights, we may terminate each Management Agreement prior to the end of its term if:

 

  · the Manager defaults in the performance of any material obligation under our Management Agreement and the matter is not resolved within 20 business days after the Manager receives from us written notice of such default; or
     
  · any money payable by the Manager to us or third parties under our Management Agreement is not paid or accounted for within 10 business days following written notice by us.

 

Non-Competition

 

Each Manager has agreed that, during the term of our Management Agreement and for one year after its termination, such Manager will not provide any management services to, or with respect to, any drybulk vessels, other than in the following circumstances:

 

  (a) pursuant to its involvement with us; or
     
  (b) with respect to drybulk vessels that are owned or operated by companies affiliated with our chief executive officer or his children, subject in each case to compliance with, or waivers of, the restrictive covenant agreements entered into between us and companies affiliated with our chief executive officer.

 

Each Manager has also agreed that if one of our drybulk vessels and a drybulk vessel owned or operated by a company affiliated with our chief executive officer are both available and meet the criteria for a charter being fixed by such Manager, our drybulk vessel will receive such charter.

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Sale of Our Manager

 

Each Manager has agreed that, during the term of the Management Agreement and for one year after its termination, each Manager will not transfer, assign, sell or dispose of all or substantially all of its business that is necessary for the performance of its services under the Management Agreement without the prior written consent of our board of directors. Furthermore, during such period, in the event of any proposed change in control of a Manager, we have a 30-day right of first offer to purchase such Manager. Each Management Agreement defines a “proposed change in control of our Manager” to mean (a) the approval by the board of directors of the Manager or the shareholders of the Manager of a proposed sale of all or substantially all of the assets or property of the Manager necessary for the performance of its services under the Management Agreement; or (b) the approval of any transaction that would result in: (i) Polys Hajioannou or Vorini Holdings Inc., or any entity controlled by, or under common control with, any of the above, beneficially owning, directly or indirectly, less than 60% of the outstanding voting securities or voting power of the Manager or Machairiotissa Holdings Inc. (the sole shareholder of the Manager), respectively, or (ii) Polys Hajioannou or Vorini Holdings Inc., or any entity controlled by, or under common control with, any of the above, together with all directors, officers and employees of the Manager beneficially owning, directly or indirectly, less than 80% of the outstanding voting securities or voting power of the Manager or Machairiotissa Holdings Inc., respectively.

 

Each Management Agreement also provides us the right to obtain certain information about the ownership of the Manager.

 

Restrictive Covenant Agreements

 

Under the restrictive covenant agreements entered into with us, Polys Hajioannou, Vorini Holdings Inc., Machairiotissa Holdings Inc., or any entity controlled by, or under common control with, any of the above (together, the “Hajioannou Entities”), have agreed to restrictions on their ownership or operation of any drybulk vessels or the acquisition, investment in or control of any business involved in the ownership or operation of drybulk vessels, subject to the exceptions described below.

 

In the case of Polys Hajioannou, the restricted period continues until the later of (a) one year following the termination of his service as our director and (b) one year following the termination of his employment with us. In the case of the Hajioannou Entities, the restricted period continues until one year following the termination of both Management Agreements. Notwithstanding these restrictions, Polys Hajioannou and the Hajioannou Entities are permitted to engage in the restricted activities during the restricted periods in the following circumstances:

 

  (a) pursuant to their involvement with us;
     
  (b) pursuant to their involvement with a Manager, subject to compliance with, or waivers of, the applicable Management Agreement;
     
  (c) with respect to certain permitted acquisitions (as defined below), provided that (i) any commercial management of drybulk vessels controlled by the restricted individuals and entities in connection with such permitted acquisition is performed by either of the Managers and (ii) the restricted individuals and entities comply with the requirements for permitted acquisitions described below;
     
  (d) with respect to the direct or indirect ownership, operation or financing by our chief executive officer of a maximum of four drybulk vessels on the water at any one time and with respect to contracts with shipyards for newbuild drybulk vessels, as part of his estate planning for the benefit of one or more of his children, provided that (i) such drybulk vessels or newbuilding contracts have been first offered to us and refused by the majority of our independent directors and (ii) such vessels have been acquired on pricing terms and conditions that are not more favorable than those offered to us; and
     
  (e) pursuant to their passive ownership of up to 9.99% of the outstanding voting securities of any publicly traded company that is engaged in the business of owning or operating drybulk vessels.

 

As noted above, Polys Hajioannou and the Hajioannou Entities are permitted to engage in restricted activities with respect to two types of permitted acquisitions. One such permitted acquisition is an acquisition of a drybulk vessel or an acquisition or investment in a drybulk vessel business on terms and conditions as to price that are not more favorable, and on such other terms and conditions that are not materially more favorable, than those first offered to us and refused by a majority of our independent directors. The second type of permitted acquisition is an acquisition of a group of vessels or a business that includes non-drybulk vessels and non-drybulk vessel businesses, provided that less than 50% of the fair market value of the acquisition is attributable to drybulk vessels or drybulk vessel businesses. Under this second type of permitted acquisition, we must be promptly given the opportunity to buy the drybulk vessels or drybulk vessel businesses included in the acquisition for their fair market value plus certain break-up costs. Both types of permitted acquisitions require that the commercial management of any drybulk vessels acquired as permitted acquisitions be

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performed by either of our Managers. Drybulk vessels owned, operated or financed by Polys Hajioannou and entities affiliated with him for his estate planning purposes are not required to be managed by either of our Managers.

 

Polys Hajioannou and the Hajioannou Entities have also agreed that if one of our drybulk vessels and a drybulk vessel owned or operated by any of the Hajioannou Entities are both available and meet the criteria for a charter being fixed by either of our Managers, our drybulk vessels will receive such charter.

 

Registration Rights Agreement

 

In connection with the closing of our initial public offering, we entered into a registration rights agreement with Vorini Holdings Inc., one of our principal stockholders, pursuant to which we have granted it and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of our common stock held by those persons. Under the registration rights agreement, Vorini Holdings Inc. and certain of its transferees have the right to request us to register the sale of shares held by them on their behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, those persons have the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us. Vorini Holdings Inc. currently owns 19,426,015 shares entitled to these registration rights.

 

Sale of Vessels and Novation of Shipbuilding Contracts

 

In December 2015, following the Company’s decision to improve its liquidity position, Polys Hajioannou submitted a proposal to the Company’s Board of Directors, pursuant to which companies controlled by Polys Hajioannou would (a) purchase two vessels of the Company’s operating fleet, the Stalo and the Kypros Unity and (b) novate the contracts of two of the Company’s newbuilds, Hull No. 1718 and Hull No. 1552, respectively. Upon receipt of this proposal, a special committee consisting of the Company’s three independent directors was formed and authorized by the Board of Directors of the Company to evaluate the proposal. The special committee was advised by independent counsel. The special committee obtained two appraisals from independent third parties for each of the two vessels and for each of the two newbuildings, and negotiated the terms of the sale of the vessels and the newbuild contract novations. In February 2016, the special committee approved the sale of the Stalo and the Kypros Unity and the novation of the contracts of Hull No. 1718 and Hull No. 1552 to companies controlled by Polys Hajioannou.

 

In February 2016, our subsidiary Shikokuennia Shipping Corporation signed a novation agreement for newbuild Hull No. 1718, scheduled for delivery in 2019, and novated the newbuild to a company controlled by Polys Hajioannou. The remaining commitment under the newbuild contract for Hull No. 1718 as of December 31, 2015 and as of the day of signing the novation agreement was $28.4 million, compared to $26.5 million, which represented the higher of the two appraisals obtained by the special committee for such newbuild. The sale commission of 1% on $28.4 million for the novation of Hull No. 1718 payable to our Managers pursuant to the Management Agreements was waived in our favor.

 

In March 2016, our subsidiary, Staloudi Shipping Corporation, disposed of the vessel Stalo at a sale price of $9.0 million, and our subsidiary Gloverthree Shipping Corporation disposed of the vessel Kypros Unity at a sale price of $20.0 million, and in each case delivered the vessels to entities owned by Polys Hajioannou. The sale price for both vessels represented the higher of the two appraisals obtained by the special committee. We recorded an aggregate loss of $2.75 million in connection with the sale of these two vessels in the first quarter of 2016. The sale commission of 1% on $9.0 million for the sale of Stalo and on $20.0 million for the sale of Kypros Unity payable to our Managers pursuant to the Management Agreements was waived in our favor.

 

In August 2016, following the Company’s decision to further improve its liquidity position, Polys Hajioannou submitted a proposal to the Company’s Board of Directors, pursuant to which companies controlled by Polys Hajioannou would (a) novate the contract of newbuild Hull No. 835 and (b) purchase Hull No. 1551 upon delivery from the shipyard. Upon receipt of this proposal, a special committee consisting of the Company’s three independent directors was formed and authorized by the Board of Directors of the Company in order to evaluate the proposal. The special committee was advised by independent counsel, obtained two appraisals from independent third party brokers for each newbuild vessel and negotiated the terms of each transaction.

 

The two transactions were approved by the special committee in September 2016. In October 2016, our subsidiary, Gloverseven Shipping Corporation, signed a novation agreement for newbuild Hull No. 835 and our subsidiary, Kyotofriendo One Shipping Corporation, signed a memorandum of agreement for the sale upon delivery of newbuild Hull No. 1551, in each case, to entities owned by Polys Hajioannou. Our remaining capital expenditure requirements in respect of Hull No. 835 and Hull No. 1551 were $48.15 million in the aggregate. The higher of the two appraisals obtained from the independent third party brokers was $21.5 million for Hull No. 835 and $24.5 million for Hull No. 1551; or $46.0 million in the aggregate. The sale commission of 1% on $48.15 million for the novation of Hull No. 835 and the sale of Hull No. 1551 payable to our Managers pursuant to the Management Agreements was waived in our favor.

 

The sale of Hull No. 1551 was consummated in January 2017, immediately upon delivery of the newbuild vessel from the shipyard.

 

The sales fees, as well as the acquisition fee related to Hull No. 1551, due to the Managers pursuant to the Management Agreements arising from all of the above transactions, have been waived.

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C.Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8. FINANCIAL INFORMATION

 

A.Consolidated Statements and Other Financial Information

 

See “Item 18. Financial Statements” below for more information.

 

Legal Proceedings

 

We are not involved in any legal proceedings which may have, or have had, a significant effect on our business, financial position, results of operations or liquidity, nor are we aware of any other proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity.

 

The nature of our business exposes us to the risk of lawsuits for damages or penalties relating to, among other things, personal injury, property casualty and environmental contamination. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. However, such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

 

Dividend Policy

 

We paid our first quarterly dividend as a public company of $0.1461 per share of common stock in August 2008 and subsequent dividends of $0.475 per share of common stock in November 2008, $0.15 per share in February 2009, May 2009, August 2009, November 2009, February 2010, May 2010, August 2010, November 2010, February 2011, May 2011, August 2011, November 2011, February 2012, May 2012 and August 2012, and $0.05 per share of common stock in November 2012, March 2013, June 2013, September 2013 and $0.06 per share of common stock in December 2013. During 2014, we paid an aggregate amount of $18.4 million over three consecutive quarterly dividends, each in the amount of $0.06 per share of common stock, followed by one consecutive quarterly dividend in the amount of $0.04 per share of common stock. During 2015, the Company declared and paid one quarterly dividend of $0.02 per share of common stock followed by two quarterly dividends of $0.01 per share of common stock, totaling $3.3 million. The Company did not declare dividends on its common stock during 2016.

 

We paid our first dividend of $0.26111 per share of Series B Preferred Shares in July 2013, and a subsequent dividend of $0.5111 per share of Series B Preferred Shares in October 2013. During 2014, we paid an aggregate amount of $3.2 million over four consecutive quarterly dividends, each in the amount of $0.50 per share of Series B Preferred Shares. During 2014, we paid an aggregate amount of $2.2 million over two consecutive quarterly dividends of $0.46667 and $0.50 per share of Series C Preferred Shares. During 2014, we paid an aggregate amount of $2.1 million over one quarterly dividend of $0.66667 per share of Series D Preferred Shares. During 2015, the Company declared and paid four quarterly consecutive dividends of $0.50 per share for each, of Series B Preferred Shares, totaling $3.2 million, of Series C Preferred Shares, totaling $4.6 million, and of Series D Preferred Shares, totaling $6.4 million. During 2016, the Company declared and paid four quarterly consecutive dividends of $0.50 per share for each, of Series B Preferred Shares, totaling $3.1 million, of Series C Preferred Shares, totaling $4.6 million, and of Series D Preferred Shares, totaling $6.4 million.

 

We currently do not intend to pay dividends on shares of our common stock. The declaration and payment of dividends, if any, will always be subject to the discretion of our board of directors. The timing and amount of any dividends declared will depend on, among other things: (a) our earnings, financial condition and cash requirements and available sources of liquidity, (b) decisions in relation to our growth and leverage strategies, (c) provisions of Marshall Islands and Liberian law governing the payment of dividends, (d) restrictive covenants in our existing and future debt instruments and (e) global financial conditions. We may continue not to pay dividends in the future. Our ability to pay dividends may be limited by the amount of cash we can generate from operations following the payment of fees and expenses and the establishment of any reserves, as well as additional factors unrelated to our profitability. In addition, cash dividends on our common stock are subject to the priority of dividends on our Preferred Shares. We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments. See “Item 3. Key Information—D. Risk Factors—Risks Inherent in Our Industry and Our Business” for a discussion of the risks related to our ability to pay dividends.

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B.Significant Changes

 

No significant change has occurred since the date of the annual financial statements included in this annual report on Form 20-F.

 

ITEM 9. THE OFFER AND LISTING

 

Trading on the NYSE

 

Since our initial public offering in the United States on May 29, 2008, our common stock has been listed on the NYSE under the symbol “SB. Since June 18, 2013 our Series B Preferred Shares have been listed on the NYSE under the symbol “SB PR B.” Since May 7, 2014 our Series C Preferred Shares have been listed on the NYSE under the symbol “SB PR C.” Since June 30, 2014 our Series D Preferred Shares have been listed on the NYSE under the symbol “SB PR D.” The following table shows the high and low sales prices for our common stock during the indicated periods.

 

   Price Range
   High  Low
2012  7.73  3.12
2013  10.95  3.40
2014  11.48  3.77
2015  4.13  0.80
2016  2.38  0.30
First Quarter 2015  4.07  3.13
Second Quarter 2015  3.87  2.99
Third Quarter 2015  4.13  2.70
Fourth Quarter 2015  3.75  0.80
First Quarter 2016  0.95  0.30
Second Quarter 2016  1.53  0.70
Third Quarter 2016  1.67  1.02
Fourth Quarter 2016  2.38  1.09
August 2016  1.42  1.08
September 2016  1.67  1.24
October 2016  1.54  1.26
November 2016  2.38  1.15
December 2016  1.52  1.09
January 2017  1.74  1.17
February 2017(1)  1.59  1.23

 

 

 

(1)For the period through February 17, 2017.

 

The following table shows the high and low sales prices for our Series B Preferred Shares during the indicated periods.

 

   Price Range
   High  Low
2013(1)  $27.28  $24.29
2014  27.79  25.01
2015  25.50  13.00
2016  24.50  18.75
First Quarter 2015  25.50  22.74
Second Quarter 2015  25.20  21.67
Third Quarter 2015  25.20  21.50
Fourth Quarter 2015  24.90  13.00
First Quarter 2016  24.50  18.75
Second Quarter 2016  24.35  21.50
Third Quarter 2016  24.00  21.80
Fourth Quarter 2016  24.41  23.00
August 2016  23.98  22.40
September 2016  24.00  23.25
October 2016  23.65  23.01
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November 2016  23.90  23.50
December 2016  24.41  23.00
January 2017  24.50  23.15
February 2017(2)  24.40  23.50

 

 

 

(1) For the period from June 18, 2013, the date on which our Series B Preferred Shares began trading on the NYSE, until the end of the period.
   
(2) For the period through February 17, 2017.

 

The following table shows the high and low sales prices for our Series C Preferred Shares during the indicated periods.

 

   Price Range
   High  Low
2014(1)  $25.46  $16.03
2015  21.46  7.30
2016  16.34  6.53
First Quarter 2015  21.46  16.80
Second Quarter 2015  21.35  17.24
Third Quarter 2015  19.05  12.56
Fourth Quarter 2015  15.44  7.30
First Quarter 2016  11.60  6.53
Second Quarter 2016  15.84  10.77
Third Quarter 2016  16.34  13.50
Fourth Quarter 2016  16.15  12.26
August 2016  16.34  14.31
September 2016  16.06  15.06
October 2016  15.99  14.70
November 2016  16.15  14.00
December 2016  15.75  12.26
January 2017  18.25  13.80
February 2017(2)  17.20  15.94

 

 

 

(1) For the period from May 2, 2014, the date on which our Series C Preferred Shares began trading on the NYSE, until the end of the period.
   
(2) For the period through February 17, 2017.

 

The following table shows the high and low sales prices for our Series D Preferred Shares during the indicated periods.

 

   Price Range
   High  Low
2014(1)  $24.90  $15.52
2015  21.40  6.78
2016  16.56  6.18
First Quarter 2015  21.40  16.75
Second Quarter 2015  21.23  16.61
Third Quarter 2015  18.86  12.86
Fourth Quarter 2015  15.20  6.78
First Quarter 2016  11.74  6.18
Second Quarter 2016  15.55  10.55
Third Quarter 2016  16.56  13.12
Fourth Quarter 2016  16.47  12.49
August 2016  16.56  14.30
September 2016  16.20  15.18
October 2016  16.45  15.00
November 2016  16.47  14.00
December 2016  15.78  12.49
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January 2017  18.11  13.61
February 2017(2)  17.41  15.80

 

 
(1) For the period from June 30, 2014, the date on which our Series D Preferred Shares began trading on the NYSE, until the end of the period.
   
(2) For the period through February 17, 2017.

 

ITEM 10.ADDITIONAL INFORMATION

 

A.Share Capital

 

Under our articles of incorporation, our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, of which, as of December 31, 2016 and February 17, 2017, 99,251,628 and 99,277,715 shares were issued and outstanding, respectively, and 20,000,000 shares of blank check preferred stock, par value $0.01 per share, of which, as of December 31, 2016 and February 17, 2017, 1,490,603 and 1,485,868, respectively, shares of Series B Preferred Shares, 2,300,000 shares of Series C Preferred Shares and 3,200,000 shares of Series D Preferred Shares were issued and outstanding. Of this blank check preferred stock, 1,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan as described below under “—Stockholder Rights Plan.” All of our shares of stock are in registered form.

 

Please see Note 10 to our financial statements included elsewhere in this annual report for a discussion of the history of our share capital.

 

B.Articles of Incorporation and Bylaws

 

Our purpose, as stated in our articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our articles of incorporation and bylaws do not impose any limitations on the ownership rights of our stockholders.

 

The rights of our stockholders are set forth in our articles of incorporation and bylaws, as well as the BCA. Amendments to our articles of incorporation require the affirmative vote of the holders of a majority of all outstanding shares entitled to vote, except that amendments to certain provisions of our articles of incorporation dealing with the rights of stockholders, the board of directors, our bylaws and amendments to the articles of incorporation require the affirmative vote of at least 75% of all outstanding shares entitled to vote. Amendments to our bylaws require the affirmative vote of at least 75% of all outstanding shares entitled to vote.

 

Under our bylaws, annual stockholder meetings will be held at a time and place selected by our board of directors. The meetings may be held inside or outside of the Republic of the Marshall Islands. Special meetings may be called by the chairman of the board of directors, the chief executive officer or by the chief executive officer or secretary at the request of a majority of the board of directors. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the stockholders that will be eligible to receive notice and vote at the meeting. Our bylaws permit stockholder action by unanimous written consent.

 

We are registered at The Trust Company of the Marshall Islands, Inc. under registration number 27394.

 

Directors

 

Under our articles of incorporation and bylaws, our directors are elected by a plurality of the votes cast at each annual meeting of the stockholders by the holders of shares entitled to vote in the election. There is no provision for cumulative voting. Our articles of incorporation and bylaws provide for a staggered board of directors whereby directors shall be divided into three classes: Class I, Class II and Class III. The term of our Class I directors expires in 2018, the term of our Class II directors expires in 2019 and the term of our Class III directors expires in 2017. At each annual meeting, individuals elected as directors are elected to hold office until the third succeeding annual meeting.

 

Pursuant to the provisions of our bylaws, the board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of stockholders and until his or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the stockholders to elect the entire class of directors to be elected at any election of directors or for any other reason may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors. The board of directors has the authority to fix the amounts which shall be payable to the non-employee members of our board of directors for attendance at any meeting or for services rendered to us.

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Common Stock

 

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future. Our common stock is not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in the future. There are no provisions in our articles of incorporation or bylaws discriminating against a shareholder because of his or her ownership of a particular number of shares.

 

We are not aware of any limitations on the rights to own our common stock, including rights of non-resident or foreign stockholders to hold or exercise voting rights on our common stock, imposed by foreign law or by our articles of incorporation or bylaws.

 

Preferred Stock

 

Our articles of incorporation authorize our board of directors, without any further vote or action by our stockholders, to issue up to 20,000,000 shares of blank check preferred stock, of which 1,000,000 shares have been designated Series A Participating Preferred Stock, in connection with our adoption of a stockholder rights plan as described below under “—Stockholder Rights Plan,” and as of February 17, 2017, 1,485,868 have been designated as Series B Preferred Shares, 2,300,000 have been designated as Series C Preferred Shares and 3,200,000 have been designated as Series D Preferred Shares, and to determine, with respect to any series of preferred stock established by our board of directors, the terms and rights of that series, including:

 

·the designation of the series;

 

·the number of shares of the series;

 

·the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and

 

·the voting rights, if any, of the holders of the series.

 

Stockholder Rights Plan

 

Each share of our common stock includes a right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A participating preferred stock at a purchase price of $25.00 per unit, subject to specified adjustments. The rights are issued pursuant to a stockholder rights agreement between us and American Stock Transfer & Trust Company, as rights agent. Until a right is exercised, the holder of a right will have no rights to vote or receive dividends or any other stockholder rights.

 

The rights may have anti-takeover effects. The rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire us. Because our board of directors can approve a redemption of the rights or a permitted offer, the rights should not interfere with a merger or other business combination approved by our board of directors. The adoption of the rights agreement was approved by our existing stockholder prior to our initial public offering in May 2008.

 

We have summarized the material terms and conditions of the rights agreement and the rights below. For a complete description of the rights, we encourage you to read the stockholder rights agreement, which we have filed as an exhibit to this annual report.

 

Detachment of rights

 

The rights are attached to all certificates representing our outstanding common stock and will attach to all common stock certificates we issue prior to the rights distribution date that we describe below. The rights are not exercisable until after the rights distribution date and will expire at the close of business on the tenth anniversary date of the adoption of the rights plan, unless we redeem or exchange them earlier as described below. The rights will separate from the common stock and a rights distribution date will occur, subject to specified exceptions, on the earlier of the following two dates:

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·10 days following the first public announcement that a person or group of affiliated or associated persons or an “acquiring person” has acquired or obtained the right to acquire beneficial ownership of 15% or more of our outstanding common stock; or

 

·10 business days following the start of a tender or exchange offer that would result, if closed, in a person becoming an “acquiring person.”

 

One of our principal stockholders, Vorini Holdings Inc., and its affiliates are excluded from the definition of “acquiring person” for purposes of the rights, and therefore their ownership or future share acquisitions cannot trigger the rights. Specified “inadvertent” owners that would otherwise become an acquiring person, including those who would have this designation as a result of repurchases of common stock by us, will not become acquiring persons as a result of those transactions.

 

Our board of directors may defer the rights distribution date in some circumstances, and some inadvertent acquisitions will not result in a person becoming an acquiring person if the person promptly divests itself of a sufficient number of shares of common stock.

 

Until the rights distribution date:

 

·our common stock certificates will evidence the rights, and the rights will be transferable only with those certificates; and

 

·any new shares of common stock will be issued with rights, and new certificates will contain a notation incorporating the rights agreement by reference.

 

As soon as practicable after the rights distribution date, the rights agent will mail certificates representing the rights to holders of record of common stock at the close of business on that date. As of the rights distribution date, only separate rights certificates will represent the rights.

 

We will not issue rights with any shares of common stock we issue after the rights distribution date, except as our board of directors may otherwise determine.

 

Flip-in event

 

A “flip-in event” will occur under the rights agreement when a person becomes an acquiring person. If a flip-in event occurs and we do not redeem the rights as described under the heading “—Redemption of rights” below, each right, other than any right that has become void, as described below, will become exercisable at the time it is no longer redeemable for the number of shares of common stock, or, in some cases, cash, property or other of our securities, having a current market price equal to two times the exercise price of such right.

 

If a flip-in event occurs, all rights that then are, or in some circumstances that were, beneficially owned by or transferred to an acquiring person or specified related parties will become void in the circumstances which the rights agreement specifies.

 

Flip-over event

 

A “flip-over event” will occur under the rights agreement when, at any time after a person has become an acquiring person:

 

·we are acquired in a merger or other business combination transaction; or

 

·50% or more of our assets, cash flows or earning power is sold or transferred.

 

If a flip-over event occurs, each holder of a right, other than any right that has become void as we describe under the heading “—Flip-in event” above, will have the right to receive the number of shares of common stock of the acquiring company having a current market price equal to two times the exercise price of such right.

 

Antidilution

 

The number of outstanding rights associated with our common stock is subject to adjustment for any stock split, stock dividend or subdivision, combination or reclassification of our common stock occurring prior to the rights distribution date. With some exceptions, the rights agreement does not require us to adjust the exercise price of the rights until cumulative adjustments amount to at least 1% of the exercise price. It also does not require us to issue fractional shares of our preferred stock that are not integral multiples of one one-hundredth of a share, and, instead, we may make a cash adjustment based on the market price of the common stock on the last trading

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date prior to the date of exercise. The rights agreement reserves us the right to require, prior to the occurrence of any flip-in event or flip-over event, that, on any exercise of rights, a number of rights must be exercised so that we will issue only whole shares of stock.

 

Redemption of rights

 

At any time until 10 days after the date on which the occurrence of a flip-in event is first publicly announced, we may redeem the rights in whole, but not in part, at a redemption price of $0.01 per right. The redemption price is subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of redemption. At our option, we may pay that redemption price in cash, shares of common stock or any other consideration our board of directors may select. The rights are not exercisable after a flip-in event until they are no longer redeemable. If our board of directors timely orders the redemption of the rights, the rights will terminate on the effectiveness of that action.

 

Exchange of rights

 

We may, at our option, exchange the rights (other than rights owned by an acquiring person or an affiliate or an associate of an acquiring person, which have become void), in whole or in part. The exchange must be at an exchange ratio of one share of common stock per right, subject to specified adjustments at any time after the occurrence of a flip-in event and prior to:

 

·any person other than our existing stockholder becoming the beneficial owner of common stock with voting power equal to 50% or more of the total voting power of all shares of common stock entitled to vote in the election of directors; or

 

·the occurrence of a flip-over event.

 

Amendment of terms of rights

 

While the rights are outstanding, we may amend the provisions of the rights agreement only as follows:

 

·to cure any ambiguity, omission, defect or inconsistency;

 

·to make changes that do not adversely affect the interests of holders of rights, excluding the interests of any acquiring person; or

 

·to shorten or lengthen any time period under the rights agreement, except that we cannot change the time period when rights may be redeemed or lengthen any time period, unless such lengthening protects, enhances or clarifies the benefits of holders of rights other than an acquiring person.

 

At any time when no rights are outstanding, we may amend any of the provisions of the rights agreement, other than decreasing the redemption price.

 

Dissenters’ rights of appraisal and payment

 

Under the BCA, our stockholders have the right to dissent from various corporate actions, including any merger or sale of all, or substantially all, of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any amendment of our articles of incorporation, a stockholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting stockholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting stockholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange. The value of the shares of the dissenting stockholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.

 

Stockholders’ Derivative Actions

 

Under the BCA, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

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 Limitations on Liability and Indemnification of Officers and Directors

 

The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our articles of incorporation include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

 

Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

 

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, stockholders’ investments may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

 

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

 

Anti-Takeover Effect of Certain Provisions of our Articles of Incorporation and Bylaws

 

Several provisions of our articles of incorporation and bylaws, which are summarized in the following paragraphs, 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 of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also delay, defer or prevent (a) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a stockholder might consider in its best interest, including attempts that may result in a premium over the market price for the shares held by the stockholders, and (b) the removal of incumbent officers and directors.

 

Blank check preferred stock

 

Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by our stockholders, to issue up to 20,000,000 shares of blank check preferred stock, of which 1,000,000 shares have been designated Series A Participating Preferred Stock, in connection with our adoption of a stockholder rights plan as described above under “—Stockholder Rights Plan” and as of February 17, 2017, 1,485,868 have been designated as Series B Preferred Shares, 2,300,000 have been designated as Series C Preferred Shares and 3,200,000 have been designated as Series D Preferred Shares. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

 

Classified board of directors

 

Our articles of incorporation provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay stockholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.

 

Election and removal of directors

 

Our articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our articles of incorporation and bylaws also provide that our directors may be removed only for cause. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

 

Calling of special meeting of stockholders

 

Our articles of incorporation and bylaws provide that special meetings of our stockholders may only be called by our Chairman of the board of directors, chief executive officer or by either, at the request of a majority of our board of directors.

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Advance notice requirements for stockholder proposals and director nominations

 

Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary.

 

Generally, to be timely, a stockholder’s notice must be received at our offices not less than 90 days nor more than 120 days prior to the first anniversary date of the previous year’s annual meeting. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or to make nominations for directors at an annual meeting of stockholders.

 

C.Material Contracts

 

Not applicable.

 

D.Exchange Controls and Other Limitations Affecting Security Holders

 

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 and non-Marshall Islands citizen holders of our common stock.

 

E.Tax Considerations

 

Marshall Islands Tax Considerations

 

We are a non-resident domestic Marshall Islands corporation. Because we do not, and we do not expect that we will, conduct business or operations in the Republic of the Marshall Islands, under current Marshall Islands law we are not subject to tax on income or capital gains and our stockholders (so long as they are not citizens or residents of the Republic of the Marshall Islands) will not be subject to Marshall Islands taxation or withholding on dividends and other distributions (including upon a return of capital) we make to our stockholders. In addition, so long as our stockholders are not citizens or residents of the Republic of the Marshall Islands, our stockholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, holding or disposition of our common stock, and our stockholders will not be required by the Republic of the Marshall Islands to file a tax return relating to our common stock or Preferred Shares.

 

Each stockholder is urged to consult its tax counselor or other advisor with regard to the legal and tax consequences, under the laws of pertinent jurisdictions, including the Republic of the Marshall Islands, of its investment in us.

 

Further, it is the responsibility of each stockholder to file all state, local and non-U.S., as well as U.S. federal tax returns that may be required of it.

 

Liberian Tax Considerations

 

Some of our vessel-owning subsidiaries are incorporated under the laws of the Republic of Liberia. The Republic of Liberia enacted a new income tax act effective as of January 1, 2001 (the “New Act”) which did not distinguish between the taxation of “non-resident” Liberian corporations, such as our subsidiaries, which conduct no business in Liberia and were wholly exempt from taxation under the income tax law previously in effect since 1977, and “resident” Liberian corporations which conduct business in Liberia and are, and were under the prior law, subject to taxation. The New Act was amended by the Consolidated Tax Amendments Act of 2011 which was published and became effective on November 1, 2011 (the “Amended Act”). The Amended Act specifically exempts from taxation non-resident Liberian corporations such as our Liberian subsidiaries that engage in international shipping (and not exclusively in Liberia) and that do not engage in other business or activities in Liberia other than as specifically enumerated in the Amended Act. In addition, the Amended Act made such exemption from taxation retroactive to the effective date of the New Act.

 

United States Federal Income Tax Considerations

 

The following discussion of United States federal income tax matters is based on the Internal Revenue Code of 1986, as amended (the “Code”), judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury as of the date hereof, all of which are subject to change, possibly with retroactive effect. This discussion does not address any United States state or local taxes, any United States federal tax other than federal income tax or the tax on net investment income imposed by Section 1411 of the Code. This discussion does not purport to address the tax consequences of owning our stock to all categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, United States expatriates, persons holding our stock as part of a

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hedging, integrated, conversion or constructive sale transaction or a straddle, persons liable for alternative minimum tax, pass-through entities and investors therein, persons who own, actually or under applicable constructive ownership rules, 10% or more of our stock, traders or dealers in securities or currencies and United States holders whose functional currency is not the United States dollar) may be subject to special rules. This discussion only addresses holders that hold the stock as a capital asset. This discussion is based upon our beliefs and expectations concerning our past, current and anticipated activities, income and assets and those of our subsidiaries, the direct, indirect and constructive ownership of our stock and the trading and quotation of our stock. Should any such beliefs or expectations prove to be incorrect, the conclusions described herein could be adversely affected. You are encouraged to consult your own tax advisors concerning the overall tax consequences of the ownership of our stock arising in your own particular situation under United States federal, state, local or foreign law.

 

If a partnership holds our stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners in a partnership holding our stock are encouraged to consult their tax advisors.

 

Taxation of Our Shipping Income

 

For purposes of the following discussion, “shipping income” means income that is derived by a non-United States corporation from:

 

(a)the use of vessels;

 

(b)the hiring or leasing of vessels for use on a time, operating or bareboat charter basis;

 

(c)the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture it directly or indirectly owns or participates in that generates such income; or

 

(d)the performance of services directly related to those uses.

 

Shipping income attributable to transportation exclusively between non-United States ports is generally not subject to United States income tax. However, unless exempt from United States income tax under the rules contained in Section 883 of the Code, a non-United States corporation is, under the rules of Section 887 of the Code, subject to a 4% United States income tax in respect of its “United States source gross transportation income” (without the allowance for deductions). United States source gross transportation income includes 50% of shipping income that is attributable to transportation that begins or ends (but that does not both begin and end) in the United States. Under Section 883 of the Code, a non-United States corporation will be exempt from United States income tax on its United States source gross transportation income if:

 

(a)it is organized in a foreign country (its “country of organization”) that grants an “equivalent exemption” to United States corporations; and

 

(b)either (1) more than 50% of the value of its stock is owned, directly or indirectly, by individuals who are “residents” of its country of organization or of another foreign country that grants an “equivalent exemption” to United States corporations or (2) its 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.

 

We believe that we will not satisfy the requirements of Section 883 of the Code. As a result, we will be subject to the 4% United States income tax on United States source gross transportation income. Since 50% of our gross shipping income for transportation that begins or ends in the United States would be treated as United States source gross transportation income, we expect that the effective rate of United States income tax on our gross shipping income for such transportation would equal 2%. Many of our charters contain a provision that obligates the charterer to reimburse us for the 4% United States income tax that we are required to pay in respect of the vessel subject to the relevant charter.

 

In lieu of the foregoing rules, since the exemption of Section 883 of the Code will not apply to us, our United States source gross transportation income that is considered to be “effectively connected” with the conduct of a United States trade or business would be subject to the United States corporate income tax currently imposed at rates of up to 35% (net of applicable deductions). In addition, we may be subject to the 30% United States “branch profits” taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our United States trade or business by us or our subsidiaries.

 

We expect that none of our United States source gross transportation income will be “effectively connected” with the conduct of a United States trade or business. Such income would be considered “effectively connected” only if:

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(a)we had, or were considered to have, a fixed place of business in the United States involved in the earning of our United States source gross transportation income; and

 

(b)substantially all of our United States source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

 

We believe that we will not meet these conditions because we will not have, or permit circumstances that would result in our having, any vessel sailing to or from the United States on a regularly scheduled basis. In addition, income attributable to transportation that both begins and ends in the United States is not subject to the tax rules described above. Such income is subject to either a 30% gross-basis tax or to United States corporate income tax on net income at rates of up to 35% (and the branch profits tax discussed above). Although there can be no assurance, we do not expect to engage in transportation that produces shipping income of this type.

 

Taxation of Gain on Sale of Assets

 

Regardless of whether we qualify for the exemption under Section 883 of the Code, we will not be subject to United States 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 (as determined under United States 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) passes to the buyer outside of the United States. We expect that any sale of a vessel will be so structured that it will be considered to occur outside of the United States.

 

United States Federal Income Taxation of United States Holders

 

You are a “United States holder” if you are a beneficial owner of our stock and you are a United States citizen or resident, a United States corporation (or other United States entity taxable as a corporation), an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of that trust.

 

Distributions on Our Stock

 

Subject to the discussion of PFICs (as defined below), any distributions with respect to our stock that you receive from us, other than distributions in liquidation and distributions in redemption of our stock that are treated as exchanges, will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described below, to the extent of our current or accumulated earnings and profits (as determined under United States tax principles). Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of your tax basis in our stock (on a dollar-for-dollar basis) and thereafter as capital gain. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be reported as a “dividend” for United States federal income tax purposes.

 

Because we are not a United States corporation, if you are a United States corporation (or a United States entity taxable as a corporation), you will not be entitled to claim a dividends-received deduction with respect to any distributions you receive from us.

 

Dividends paid with respect to our stock will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

 

If you are an individual, trust or estate, dividends you receive from us should be treated as “qualified dividend income” taxed at preferential rates, provided that:

 

(a)the common stock or Preferred Shares on which the dividends are paid are readily tradable on an established securities market in the United States (such as the NYSE);

 

(b)we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see the discussion below under “—PFIC Status”);

 

(c)you own our stock for more than (x) in the cases where the dividends on the Preferred Shares are attributable to a period or periods aggregating in excess of 366 days, 90 days in the 181-day period beginning 90 days before the date on which the Preferred Shares become ex-dividend or (y) in all other cases, 60 days in the 121-day period beginning 60 days before the date on which the stock becomes ex-dividend;
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(d)you are not under an obligation to make related payments with respect to positions in substantially similar or related property; and

 

(e)certain other conditions are met.

 

Special rules may apply to any “extraordinary dividend.” Generally, an extraordinary dividend is: (1) a dividend in an amount that is equal to (or in excess of) (x) 10%, in the case of common stock, or (y) 5%, in the case of the Preferred Shares, of your adjusted tax basis in (or the fair market value of, in certain circumstances) a share of our stock or (2) dividends received within a one year period that, in the aggregate, equal or exceed 20% of your adjusted tax basis in (or fair market value of in certain circumstances) a share of our stock. If we pay an “extraordinary dividend” on our stock that is treated as “qualified dividend income” and if you are an individual, estate or trust, then any loss you derive from a subsequent sale or exchange of such stock will be treated as long-term capital loss to the extent of such dividend.

 

There is no assurance that dividends you receive from us will be eligible for preferential rates. Dividends you receive from us that are not eligible for any preferential rate will be taxed at the ordinary income rates.

 

Sale, Exchange or Other Disposition of Stock

 

Provided that we are not a PFIC for any taxable year and except as provided in the discussion under “Redemption of Stock”, you generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our stock, in an amount equal to the difference between the amount realized by you from such sale, exchange or other disposition and your tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if your holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. Your ability to deduct capital losses against ordinary income is subject to limitations.

 

Redemption of Stock

 

In the case of a redemption of stock (including a disposition of stock to us or persons related to us), unless the redemption satisfies one of the tests set forth in Section 302(b) of the Code for treating the redemption as a sale or exchange, the redemption will be treated under Section 302 of the Code as a distribution. If the redemption is treated as a sale or exchange of the United States holder’s stock, the United States holder’s treatment will be as discussed above in “—Sale, Exchange or Other Disposition of Stock.” The redemption will be treated as a sale or exchange only if it (i) is “substantially disproportionate,” (ii) constitutes a “complete termination of the holder’s stock interest” in us or (iii) is not “essentially equivalent to a dividend,” each within the meaning of Section 302(b) of the Code. In determining whether any of the alternative tests of Section 302(b) of the Code is met, shares of our capital stock actually owned, as well as shares considered to be owned by the United States holder by reason of certain constructive ownership rules, must be taken into account. Because the determination as to whether any of the alternative tests of Section 302(b) of the Code is satisfied with respect to a particular holder of the stock will depend on that holder’s particular facts and circumstances as of the time the determination is made, United States holders should consult their own tax advisors to determine their tax treatment of a redemption of stock in light of their own particular investment circumstances.

 

PFIC Status

 

Special United States income tax rules apply to you if you hold stock in a non-United States corporation that is classified as a “passive foreign investment company” (or “PFIC”) for United States income tax purposes. In general, we will be treated as a PFIC in any taxable year in which, after applying certain look-through rules, either:

 

(a)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

 

(b)at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are 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 corporations in which we own at least 25% of the value of the subsidiary’s stock. Income we earn, or are deemed to earn, in connection with the performance of services will not constitute passive income. By contrast, rental income will generally constitute passive income (unless we are treated under certain special rules as deriving our rental income in the active conduct of a trade or business).

 

Because we have chartered all of our vessels to unrelated charterers on the basis of period time and spot time charter contracts (and not on the basis of bareboat charters) and because we expect to continue to do so, we believe that currently we should not be treated as

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being and should not become a PFIC. We believe it is more likely than not that our gross income derived from our time charter activities constitutes active service income (as opposed to passive rental income) and, as a result, our vessels constitute active assets (as opposed to passive assets) for purposes of determining whether we are a PFIC. We believe there is legal authority supporting this position, consisting of case law and United States Internal Revenue Service (“IRS”) pronouncements concerning the characterization of income derived from time charters as service income for other tax purposes. However, there is no legal authority specifically relating to the statutory provisions governing PFICs or relating to circumstances substantially similar to ours. Moreover, in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit held that, contrary to the position of the IRS in that case, and for purposes of a different set of rules under the Code, income received under a time charter of vessels should be treated as rental income rather than services income. If the reasoning of the Fifth Circuit case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time chartering activities would be treated as rental income, and we would probably be a PFIC. The IRS has stated that it disagrees with the holding in Tidewater and has specified that income from period time charters should be treated as services income. However, the IRS’s statement with respect to the Tidewater decision was an administrative action that cannot be relied upon or otherwise cited as precedent by taxpayers.

 

We have not sought, and we do not expect to seek, an IRS ruling on this matter. As a result, the IRS or a court could disagree with our position that we are not currently a PFIC. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.

 

As discussed below, if we were to be treated as a PFIC for any taxable year, you generally would be subject to one of three different United States income tax regimes, depending on whether or not you make certain elections. Additionally, you would be required to file annual information returns with the IRS.

 

Taxation of United States Holders That Make a Timely QEF Election

 

If we were treated as a PFIC, and if you make a timely election to treat us as a “Qualified Electing Fund” for United States tax purposes (a “QEF Election”), you would be required to report each year your allocable share of our ordinary earnings and our net capital gain for our taxable year that ends with or within your taxable year, regardless of whether we make any distributions to you. Such income inclusions would not be eligible for the preferential tax rates applicable to “qualified dividend income.” Your adjusted tax basis in our stock would be increased to reflect such taxed but undistributed earnings and profits. Distributions of earnings and profits that had previously been taxed would result in a corresponding reduction in your adjusted tax basis in our stock and would not be taxed again once distributed. You would generally recognize capital gain or loss on the sale, exchange or other disposition of our stock. Even if you make a QEF Election for one of our taxable years, if we were a PFIC for a prior taxable year during which you held our stock and for which you did not make a timely QEF Election, you would also be subject to the more adverse rules described below under “—Taxation of United States Holders That Make No Election.”

 

You would make a QEF Election with respect to any year that our company is treated as a PFIC by completing and filing IRS Form 8621 with your United States income tax return in accordance with the relevant instructions. If we were to become aware that we were to be treated as a PFIC for any taxable year, we would notify all United States holders of such treatment and would provide all necessary information to any United States holder who requests such information in order to make the QEF election described above.

 

Taxation of United States Holders That Make a Timely “Mark-to-Market” Election

 

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we expect, our stock is treated as “marketable stock,” you would be allowed to make a “mark-to-market” election with respect to our stock, provided that you complete and file IRS Form 8621 in accordance with the relevant instructions. If that election is made, you generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of our stock at the end of the taxable year over your adjusted tax basis in our stock. You also would be permitted an ordinary loss in respect of the excess, if any, of your adjusted tax basis in our stock 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). Your tax basis in our stock would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our stock would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by you.

 

Taxation of United States Holders That Make No Election

 

Finally, if we were treated as a PFIC for any taxable year and if you did not make either a QEF Election or a “mark-to-market” election for that year, you would be subject to special rules with respect to (a) any excess distribution (that is, the portion of any distributions received by you on our stock in a taxable year in excess of 125% of the average annual distributions received by you in

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the three preceding taxable years, or, if shorter, your holding period for our stock) and (b) any gain realized on the sale, exchange or other disposition of our stock. Under these special rules:

 

(1)the excess distribution or gain would be allocated ratably over your aggregate holding period for our common stock;

 

(2)the amount allocated to the current taxable year would be taxed as ordinary income; and

 

(3)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.

 

If an individual dies while owning our stock, the individual’s successor generally would not receive a step-up in tax basis with respect to such stock for United States tax purposes.

 

United States Federal Income Taxation of Non-United States Holders

 

You are a “non-United States holder” if you are a beneficial owner of our stock (other than a partnership for United States tax purposes) and you are not a United States holder.

 

Distributions on Our Stock

 

You generally will not be subject to United States income or withholding taxes on dividends you receive from us with respect to our stock, unless that income is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to those dividends, that income generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States.

 

Sale, Exchange or Other Disposition of Our Stock

 

You generally will not be subject to United States income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our stock, unless:

 

(a)the gain is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to that gain, that gain generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States; or

 

(b)you are an individual who is present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are met.

 

If you are engaged in a United States trade or business for United States tax purposes, you will be subject to United States tax with respect to your income from our stock (including dividends and the gain from the sale, exchange or other disposition of the stock) that is effectively connected with the conduct of that trade or business in the same manner as if you were a United States holder. In addition, if you are a corporate non-United States holder, your earnings and profits that are attributable to the effectively connected income (subject to certain adjustments) may be subject to an additional United States branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

 

United States Backup Withholding and Information Reporting

 

In general, if you are a non-corporate United States holder, dividend payments (or other taxable distributions) made within the United States will be subject to information reporting requirements and backup withholding tax if you:

 

(1)fail to provide us with an accurate taxpayer identification number;

 

(2)are notified by the IRS that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or

 

(3)in certain circumstances, fail to comply with applicable certification requirements.

 

United States holders who are individuals generally will be required to report certain information with respect to an interest in our stock by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in our stock. These requirements are subject to exceptions, including an exception for shares held in

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accounts maintained by certain financial institutions and an exception applicable if the aggregate value of all “specified foreign financial assets” (as defined in the Code) held by the United States holder (and, as applicable, by his or her spouse) does not exceed a specified minimum amount.

 

If you are a non-United States holder, you may be required to establish your exemption from information reporting and backup withholding by certifying your status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable. If you sell our stock to or through a United States office or broker, the payment of the sales proceeds is subject to both United States backup withholding and information reporting unless you certify that you are a non-United States person, under penalties of perjury, or you otherwise establish an exemption. If you sell our stock through a non-United States office of a non-United States broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements (but not backup withholding) will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell our stock through a non-United States office of a broker that is a United States person or has certain other connections with the United States.

 

Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by accurately completing and timely filing a refund claim with the IRS. You should consult your own tax advisor regarding the application of the backup withholding and information reporting rules.

 

F.Dividends and Paying Agents

 

Not applicable.

 

G.Statement by Experts

 

Not applicable.

 

H.Documents on Display

 

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may inspect and copy our public filings without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You may obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a web site maintained by the SEC at http://www.sec.gov.

 

I.Subsidiary Information

 

Not applicable.

 

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A.Quantitative Information About Market Risk

 

Interest Rate Risk

 

We are subject to market risks relating to changes in interest rates because we have floating rate debt outstanding, which is based on U.S. dollar LIBOR plus, in the case of each credit facility, a specified margin. Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings and to this effect, when we deem appropriate, we use derivative financial instruments. We had entered into seven interest rate swap agreements as of December 31, 2016, compared to eight interest rate swap agreements as of December 31, 2015, in order to manage future interest costs and the risk associated with changing interest rates.

 

The total notional principal amount of these swaps as of December 31, 2016 was $112.1 million. The swaps have specified rates and durations. Refer to the table in Note 13 of our financial statements included elsewhere in this annual report which summarizes the interest rate swaps in place as of December 31, 2016 and December 31, 2015. Under our interest rate swap transactions, the bank effects quarterly floating-rate payments to us for the relevant amount based on the three-month U.S. dollar LIBOR and we make quarterly payments to the bank on the relevant amount at the respective fixed rates.

 

We entered into these interest rate swap agreements to mitigate our exposure to interest rate fluctuations and at a time when we believed long-term interest rates were reasonably low. None of our interest rate swap meets hedge accounting criteria under accounting guidance relating to Derivatives and Hedging. Although we are exposed to credit-related losses in the event of non-

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performance in connection with such swap agreements, because the counterparties are major financial institutions, we consider the risk of loss due to their nonperformance to be minimal.

 

Through these swap transactions, we effectively hedged the interest rate exposure of 23.6% of our loans outstanding as of December 31, 2016, which bear interest at LIBOR.

 

The following table sets forth the sensitivity of our existing loans as of December 31, 2016 as to a 100 basis point increase in LIBOR taking into account our interest rate swap agreements that are currently in place, during the next five years, and reflects the additional interest expense.

 

Year   Amount  
2017     $3.7 million  
2018       4.5 million  
2019       4.4 million  
2020       3.8 million  
2021       3.2 million  

 

Foreign Currency Exchange Risk

 

We generate all of our revenues in U.S. dollars, but for the year ended December 31, 2016 we incurred approximately 21.3% of our vessel operating expenses in currencies other than the U.S. dollar. As of December 31, 2016, approximately 17.8% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar and were subject to exchange rate risk, as their value fluctuates with changes in exchange rates.

 

A hypothetical 10% immediate and uniform adverse move in all currency exchange rates from the rates in effect as of December 31, 2016, would have increased our vessel operating expenses by approximately $1.1 million and the fair value of our outstanding accounts payable by approximately $0.1 million.

 

While, from time to time, we have in the past used financial derivatives in the form of foreign exchange forward agreements to mitigate the risk associated with exchange rate fluctuations, currently, no such instruments are in place.

 

There have been no material quantitative changes in market risk exposures between 2016 and 2015.

 

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

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PART II

 

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

None.

 

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

A.Material Modifications to the Rights of Security Holders

 

We adopted a stockholder rights plan on May 13, 2008 that authorizes the issuance to our existing stockholders of preferred share rights and additional shares of common stock if any third party seeks to acquire control of a substantial block of our common stock. See “Item 10. Additional Information —B. Articles of Incorporation and Bylaws—Stockholder Rights Plan” included in this annual report for a description of the stockholder rights plan.

 

ITEM 15.CONTROLS AND PROCEDURES

 

A.Disclosure Controls and Procedures

 

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2016. Disclosure controls and procedures are defined under SEC rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures include without limitation controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on our evaluation, the chief executive officer and the chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2016.

 

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 defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and for the assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

 

A company’s 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 the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; 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 financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In making its assessment of our internal control over financial reporting as of December 31, 2016, management, including the chief executive officer and chief financial officer, used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (“COSO”).

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Management concluded that, as of December 31, 2016, our internal control over financial reporting was effective. Deloitte Certified Public Accountants S.A. (formerly known as Deloitte Hadjipavlou, Sofianos & Cambanis S.A.) (“Deloitte”), our independent registered public accounting firm, has audited the financial statements included herein and our internal control over financial reporting and has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2016 which is reproduced in its entirety in Item 15(c) below.

 

C.Attestation Report of the Registered Public Accounting Firm

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of

Safe Bulkers, Inc.

Majuro, Republic of the Marshall Islands

 

We have audited the internal control over financial reporting of Safe Bulkers, Inc. and its subsidiaries (the “Company”) as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) 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 financial statements.

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2016 of the Company and our report dated March 7, 2017 expressed an unqualified opinion on those financial statements.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 7, 2017

 

D.Changes in Internal Control over Financial Reporting

 

During the period covered by this annual report, we have made no changes to our internal control over financial reporting 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 Audit Committee consists of three independent directors, Ole Wikborg, Christos Megalou and Frank Sica, who is the chairman of the committee. Our board of directors has determined that Frank Sica, whose biographical details are included in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management”, qualifies as an audit committee “financial expert,” as such term is defined in Regulation S-K promulgated by the SEC.

 

ITEM 16B. CODE OF ETHICS

 

We have adopted a Code of Business Conduct and Ethics for all officers and employees of our company, which incorporates a Code of Ethics for directors and a Code of Conduct for corporate officers, a copy of which is posted on our website, and may be viewed at http://www.safebulkers.com/corp_ethics.htm. We will also provide a paper copy of this document free of charge upon written request by our stockholders. Stockholders may direct their requests to the attention of Dr. Loukas Barmparis, Secretary, Safe Bulkers, Inc., e-mail: directors@safebulkers.com, telephone: +30 2111 888 400, +357 25 887 200. No waivers of the Code of Business Conduct and Ethics have been granted to any person during the fiscal year ended December 31, 2016.

 

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Aggregate fees billed to the Company for the fiscal years ended December 31, 2016 and 2015 by the Company’s principal accounting firm, Deloitte Certified Public Accountants S.A., an independent registered public accounting firm and member of Deloitte Touche Tohmatsu, Limited, by the category of service, were as follows:

 

    2015     2016  
    (in thousands)  
Audit fees     $361       $341  
Total fees     $361       $341  

 

Audit fees represent compensation for professional services rendered for the integrated audit of the consolidated financial statements of the Company and for the review of the quarterly financial information as well as in connection with the review of registration statements and related consents and comfort letters and any other audit services required for SEC or other regulatory filings.

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Pre-approval Policies and Procedures