REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | ||||||
Emerging growth company |
International Financial Reporting Standards as issued by | Other ☐ | |||||||
the International Accounting Standards Board | ☐ |
• | future operating or financial results; |
• | global and regional economic and political conditions including the conflict in Ukraine and related sanctions ; |
• | impact of the COVID-19 pandemic and efforts throughout the world to contain its spread, including effects on global economic activity, demand for seaborne transportation of oil and oil products, the ability and willingness of charterers to fulfill their obligations to us and prevailing charter rates, availability of shipyards performing scrubber installations, drydocking and repairs, changing vessel crews and availability of financing; |
• | pending or recent acquisitions, business strategy and expected capital spending or operating expenses; |
• | competition in the marine transportation industry; |
• | shipping market trends, including charter rates, factors affecting supply and demand and world tanker fleet composition; |
• | potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists, including the impact of the COVID-19 pandemic and the ongoing efforts throughout the world to contain it and the conflict in Ukraine and the related global response; |
• | ability to employ our vessels profitably; |
• | performance by the counterparties to our charter agreements; |
• | future refined petroleum product and oil prices and production; |
• | future supply and demand for oil and refined petroleum products; |
• | our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities, the terms of such financing and our ability to comply with covenants set forth in our financing arrangements; |
• | performance by the shipyards constructing any newbuilding vessels we order; and |
• | expectations regarding vessel acquisitions and dispositions. |
A. |
[RESERVED] |
B. |
Capitalization and Indebtedness |
C. |
Reasons For the Offer and Use of Proceeds |
D. |
Risk Factors |
• | The cyclical nature of the demand for seaborne transportation of oil and petroleum products, which is currently at low levels, may lead to significant changes in our chartering and vessel utilization, which may result in difficulty finding profitable charters for our vessels. |
• | Economic and political factors, including increased trade protectionism and tariffs and health pandemics, such as the COVID-19 pandemic, could materially adversely affect our business, financial position and results of operations. |
• | The COVID-19 pandemic will continue to have negative consequences for the shipping industry, including demand for oil and charter rates, which may continue to negatively affect our results of operations. |
• | The tanker industry is highly dependent upon the crude oil and petroleum products industries, with the level of availability and demand for oil and petroleum products. |
• | An over-supply of ships may lead to a reduction in charter rates, vessel values and profitability. |
• | Our operations outside the United States expose us to global risks, such as political conflict, terrorism and public health concerns, including the conflict in Ukraine and related sanctions, which may interfere with the operation of our vessels. |
• | We are subject to regulation and liability under environmental, health and safety laws that could require significant expenditures. |
• | The market values of our vessels may remain at relatively low levels for a prolonged period and over time may fluctuate significantly. When the market values of our vessels are low, we may incur a loss on sale of a vessel or record an impairment charge, which may adversely affect our profitability and possibly lead to defaults under our loan agreements. |
• | Technological innovation could reduce our charter hire income and the value of our vessels. |
• | Changes in fuel, or bunker, prices may adversely affect profits. |
• | We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our financial conditions and results of operations. |
• | Risks involved with operating ocean-going vessels could affect our business and reputation, which would adversely affect our revenues and stock price. |
• | Governments could requisition our vessels during a period of war or emergency, and maritime claimants could arrest our vessels. |
• | The small size of our fleet and any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition. |
• | We are dependent on the ability and willingness of our charterers to honor their commitments to us for all our revenues . |
• | We are exposed to the volatile spot market and charters at attractive rates may not be available when the charters for our vessels expire which would have an adverse impact on our revenues and financial condition. |
• | Our fleet’s average age is above the average age of the global tanker fleet, and as our vessels age we may have difficulty competing with younger, more technologically advanced tankers for charters from oil majors and other top-tier charterers. |
• | 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. |
• | We depend upon a few significant customers for a large part of our revenues. The loss of one or more of these customers could adversely affect our financial performance. |
• | Our existing loan agreement contains, and our future loan agreements likely will contain, restrictive covenants that may limit our liquidity and corporate activities. |
• | The market values of our vessels may decrease, which could cause us to breach covenants in our credit and loan facility, and could have a material adverse effect on our business, financial condition and results of operations. |
• | The book value of our vessels is currently substantially higher than their market value, and if we sell a vessel at a time when vessel prices have not increased, the sale may be for less than the vessel’s carrying value, which would result in a reduction in our profits. |
• | A significant increase in our debt levels may adversely affect us and our cash flows. |
• | We depend on our manager, Stealth Maritime Corporation S.A., to operate our business. |
• | Delays in the delivery of any newbuilding or secondhand tankers we agree to acquire could harm our operating results. |
• | We are exposed to volatility in, and related to the phasing out of, LIBOR. |
• | We may enter into derivative contracts to hedge our exposure to fluctuations in interest rates, which could result in higher than market interest rates and charges against our income. |
• | We may have to pay tax on U.S.-source income or may become a passive foreign investment company. |
• | As a foreign private issuer we are entitled to claim an exemption from certain Nasdaq corporate governance standards, and if we elected to rely on this exemption, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. |
• | We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law or a bankruptcy act, and it may be difficult to enforce service of process and judgments against us and our officers and directors. |
• | As an independent, publicly traded company, we may not enjoy the same benefits that we did as part of StealthGas, and our ability to meet our capital needs may be harmed by the loss of financial support from StealthGas. |
• | Our historical financial information may not be representative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our future results. |
• | The market price of our common stock has fluctuated and may continue to fluctuate in the future, and we may not pay dividends on our common stock. |
• | You may experience future dilution as a result of future equity offerings and other issuances of our common shares, preferred shares or other securities. |
• | Anti-takeover provisions in our organizational documents and other agreements could make it difficult for our stockholders to replace or remove our current Board of Directors or have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock and Series A Preferred Shares. |
• | Our Series A Preferred Shares are subordinated to our debt obligations and investors’ interests could be diluted by the issuance of additional preferred shares and by other transactions. |
• | Holders of our Series A Preferred Shares have extremely limited voting rights. |
• | The Series A Preferred Shares represent perpetual equity interests and holders have no right to receive any greater payment than the liquidation preference regardless of the circumstances. |
• | supply and demand for energy resources and oil and petroleum products; |
• | regional availability of refining capacity and inventories compared to geographies of oil production regions; |
• | national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix); |
• | global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes; |
• | currency exchange rates; |
• | the distance over which oil and oil products are to be moved by sea; |
• | changes in seaborne and other transportation patterns; |
• | changes in governmental or maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities; |
• | environmental and other legal and regulatory developments; |
• | weather and natural disasters; |
• | developments in international trade, including those relating to the imposition of tariffs; |
• | competition from alternative sources of energy; and |
• | international sanctions, embargoes, import and export restrictions, nationalizations and wars. |
• | supply and demand for energy resources and oil and petroleum products; |
• | demand for alternative sources of energy; |
• | the number of newbuilding orders and deliveries, including slippage in deliveries; |
• | the number of vessel casualties; |
• | technological advances in tanker design and capacity; |
• | the number of shipyards and ability of shipyards to deliver vessels; |
• | availability of financing for new vessels and shipping activity; |
• | the degree of scrapping or recycling rate of older vessels, depending, amongst other things, on scrapping or recycling rates and international scrapping or recycling regulations; |
• | price of steel and vessel equipment; |
• | the number of conversions of tankers to other uses or conversions of other vessels to tankers; |
• | the number of product tankers trading crude or “dirty” oil products (such as fuel oil); |
• | the number of vessels that are out of service, namely those that are laid up, drydocked, awaiting repairs or otherwise not available for hire; |
• | changes in government and industry environmental and other regulations that may limit the useful lives of tankers and environmental concerns and regulations; |
• | product imbalances (affecting the level of trading activity); |
• | developments in international trade, including refinery additions and closures; |
• | port or canal congestion; and |
• | speed of vessel operation. |
• | increases and decreases in the demand and price for crude oil and petroleum products; |
• | availability of crude oil and petroleum products; |
• | demand for crude oil and petroleum product substitutes, such as natural gas, coal, hydroelectric power and other alternate sources of energy that may, among other things, be affected by environmental regulation; |
• | actions taken by OPEC and major oil producers and refiners; |
• | political turmoil in or around oil producing nations; |
• | global and regional political and economic conditions; |
• | developments in international trade; |
• | international trade sanctions; |
• | environmental factors; |
• | natural catastrophes; |
• | terrorist acts; |
• | weather; and |
• | changes in seaborne and other transportation patterns. |
• | general economic and market conditions affecting the shipping industry; |
• | age, sophistication and condition of our vessels; |
• | types and sizes of vessels; |
• | availability of other modes of transportation; |
• | cost and delivery of schedules for new-buildings; |
• | governmental and other regulations; |
• | supply and demand for refined petroleum products; |
• | the prevailing level of product tanker charter rates and crude oil tanker rates; and |
• | technological advances. |
• | marine accident or disaster; |
• | piracy and terrorism; |
• | explosions; |
• | environmental accidents; |
• | pollution; |
• | loss of life; |
• | cargo and property losses or damage; and |
• | business interruptions caused by mechanical failure, human error, war, political action in various countries, labor strikes or adverse weather conditions. |
• | incur additional indebtedness; |
• | create liens on our assets; |
• | sell capital stock of our subsidiaries; |
• | make investments; |
• | engage in mergers or acquisitions; |
• | pay dividends; and |
• | make capital expenditures. |
• | the administration, chartering and operations supervision of our fleet; |
• | our recognition and acceptance as owners of product and crude oil carriers, including our ability to attract charterers; |
• | our ability to obtain vetting approval from oil majors; |
• | relations with charterers and charter brokers; |
• | operational expertise; and |
• | management experience. |
• | locating and acquiring suitable vessels; |
• | identifying and completing acquisitions or joint ventures; |
• | integrating any acquired business successfully with our existing operations; |
• | expanding our customer base; and |
• | obtaining required financing. |
• | actual or anticipated fluctuations in quarterly and annual variations in our results of operations; |
• | changes in market valuations or sales or earnings estimates or publication of research reports by analysts; |
• | changes in earnings estimates or shortfalls in our operating results from levels forecasted by securities analysts; |
• | speculation in the press or investment community about our business or the shipping industry, and the product and crude oil tanker sector in particular; |
• | changes in market valuations of similar companies and stock market price and volume fluctuations generally; |
• | payment of dividends; |
• | strategic actions by us or our competitors such as mergers, acquisitions, joint ventures, strategic alliances or restructurings; |
• | changes in government and other regulatory developments; |
• | additions or departures of key personnel; |
• | general market conditions and the state of the securities markets; and |
• | domestic and international economic, market and currency factors unrelated to our performance. |
Name |
Year Built |
Country Built |
Vessel Size (dwt) |
Vessel Type |
Employment Status |
Daily Charter Rate |
Expiration of Charter(1) |
|||||||||||||||||||||
Magic Wand |
2008 | Korea | 47,000 | MR product tanker | Time Charter | $ | 12,250 | April 2022(2) | ||||||||||||||||||||
Clean Thrasher |
2008 | Korea | 47,000 | MR product tanker | Time Charter | $ | 13,250 | March 2022(3) | ||||||||||||||||||||
Falcon Maryam |
2009 | Korea | 46,000 | MR product tanker | Bareboat | $ | 7,800 | September 2022 | ||||||||||||||||||||
Stealth Berana |
2010 | Korea | 115,804 | Aframax oil tanker | Time Charter | $ | 16,450 | March 2022(4) | ||||||||||||||||||||
Fleet Total |
255,804 dwt |
(1) | Earliest date charters could expire. |
(2) | The charterer has an option to extend the charter for an additional year at a daily charter rate of $14,500. |
(3) | The charterer has an option for a period of another 45 days at a daily rate of $14,500. |
(4) | The charterer declined to exercise its charter extension options and on March 4, 2022 redelivered the Stealth Berana to us, which operated in the spot market, until commencing a 2-month time charter at daily rate of $33,000 on March 24, 2022. |
• | natural resources damage and the costs of assessment thereof; |
• | real and personal property damage; |
• | net loss of taxes, royalties, rents, fees and other lost revenues; |
• | lost profits or impairment of earning capacity due to property or natural resources damage; and |
• | net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. |
• | on-board installation of automatic information systems, or AIS, 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. |
• | Calendar days. possession including off-hire days associated with major repairs, dry dockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenue and the amount of expense that we record during that period. In. We may also elect to sell vessels in our fleet from time to time. |
• | Voyage days net of off-hire days associated with major repairs, dry dockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
• | Fleet utilization; Fleet operational utilization vessels are off-hire for reasons such as scheduled repairs, vessel upgrades or drydockings and other surveys, and uses fleet operational utilization to also measure a company’s efficiency in finding suitable employment for its vessels. |
• | Cyclicality the COVID-19 pandemic, which reduced demand for oil and in turn demand for the seaborne transportation of oil and oil products in the second half of 2020 and in 2021, and production cuts. While the global economy has begun to recover in parts of the world, driven in part by the availability of COVID-19 vaccines, and in turn energy demand and oil prices have shown some recent improvement, the success and timing of COVID-19 containment strategies remain uncertain, particularly in light of the emergence of variants such as Delta and Omicron, and charter rates face significant downside risks, including in the event of renewed weakness in the global economy and lower demand for the seaborne transport of refined petroleum products and crude oil, particularly resulting from failure to contain the COVID-19 pandemic. In addition, the conflict in Ukraine is disrupting energy production and trade patterns, including shipping in the Black Sea and elsewhere, and its impact on energy prices and tanker rates, which initially have increased, is uncertain, particularly if it results in an economic downturn and reduced demand for oil. |
• | Seasonality. |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
FLEET DATA |
||||||||||||
Average number of vessels(1) |
4.0 | 4.0 | 4.0 | |||||||||
Total voyage days for fleet(2) |
1,456 | 1,417 | 1,428 | |||||||||
Total time charter days for fleet(3) |
569 | 615 | 762 | |||||||||
Total bareboat charter days for fleet(3) |
880 | 446 | 365 | |||||||||
Total spot market days for fleet(4) |
7 | 356 | 301 | |||||||||
Total calendar days for fleet(5) |
1,460 | 1,464 | 1,460 | |||||||||
Fleet utilization(6) |
99.7 | % | 96.8 | % | 97.8 | % | ||||||
Fleet operational utilization(7) |
99.7 | % | 95.7 | % | 90.5 | % | ||||||
AVERAGE DAILY RESULTS |
||||||||||||
Adjusted average charter rate(8) |
8,762 | 12,073 | 9,649 | |||||||||
Vessel operating expenses(9) |
2,603 | 4,891 | 5,091 | |||||||||
General and administrative expenses(10) |
227 | 150 | 421 | |||||||||
Management fees(11) |
250 | 344 | 361 | |||||||||
|
|
|
|
|
|
|||||||
Total daily operating expenses(12) |
2,830 | 5,041 | 5,512 | |||||||||
|
|
|
|
|
|
(1) | Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period. |
(2) | Our total voyage days for our fleet reflect the total days the vessels we operated were in our possession for the relevant periods, net of off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
(3) | Total time and bareboat charter days for fleet are the number of voyage days the vessels in our fleet operated on time or bareboat charters for the relevant period. |
(4) | Total spot market charter days for fleet are the number of voyage days the vessels in our fleet operated on spot market charters for the relevant period. |
(5) | Total calendar days are the total days the vessels we operated were in our possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
(6) | Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period. |
(7) | Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days (excluding commercially idle days) by fleet calendar days for the relevant period. |
(8) | Adjusted average charter rate is a measure of the average daily revenue performance of a vessel on a per voyage basis. We determine the adjusted average charter rate by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and are payable by us under a spot charter (which would otherwise be paid by the charterer under a time or bareboat charter contract), as well as commissions or any voyage costs incurred while the vessel is idle. Charter equivalent revenues and adjusted average charter rate are non-GAAP measures which provide additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, because they assist Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. They are also standard shipping industry performance measures used primarily to compare period-to-period |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Voyage revenues |
$ | 13,329,640 | $ | 20,302,052 | $ | 17,362,669 | ||||||
Voyage expenses |
$ | 572,553 | $ | 3,194,312 | $ | 3,584,415 | ||||||
|
|
|
|
|
|
|||||||
Charter equivalent revenues |
$ | 12,757,087 | $ | 17,107,740 | $ | 13,778,254 | ||||||
Total voyage days for fleet |
1,456 | 1,417 | 1,428 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted average charter rate |
$ | 8,762 | $ | 12,073 | $ | 9,649 | ||||||
|
|
|
|
|
|
(9) | Vessel operating expenses, including related party vessel operating expenses, consist of crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. |
(10) | Daily general and administrative expenses are calculated by dividing total general and administrative expenses by fleet calendar days for the relevant period. |
(11) | Management fees are based on a fixed rate management fee of $440 per day for each vessel in our fleet under spot or time charter and a fixed rate fee of $125 per day for each of the vessels operating on bareboat charter. Daily management fees are calculated by dividing total management fees by fleet calendar days for the relevant period. |
(12) | Total operating expenses, or “TOE”, is a measurement of our total expenses associated with operating our vessels. TOE is the sum of vessel operating expenses and general and administrative expenses. Daily TOE is calculated by dividing TOE by fleet calendar days for the relevant time period. |
Percentage difference between our average 2021 rates as compared with the base rates |
5-year historical average rate |
3-year historical average rate |
1-year historical average rate |
|||||||||||||||||||||||||
No. of vessels |
Amount ($ million) |
No. of vessels |
Amount ($ million) |
No. of vessels |
Amount ($ million) |
|||||||||||||||||||||||
Product Tankers |
-13.04 | % | 3 | 33.9 | 3 | 33.9 | 3 | 33.9 | ||||||||||||||||||||
Aframax Tanker |
-12.39 | % | — | — | — | — | — | — |
Percentage difference between our average 2020 rates as compared with the base rates |
5-year historical average rate |
3-year historical average rate |
1-year historical average rate |
|||||||||||||||||||||||||
No. of vessels |
Amount ($ million) |
No. of vessels |
Amount ($ million) |
No. of vessels |
Amount ($ million) |
|||||||||||||||||||||||
Product Tankers |
-20.45 | % | 3 | 34.6 | 3 | 34.6 | 3 | 34.6 | ||||||||||||||||||||
Aframax Tanker |
0.33 | % | — | — | — | — | — | — |
• | exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act; |
• | exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; and |
• | exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements. |
• | ensure that our leverage, which is defined as the ratio of total liabilities to total assets, does not at any time exceed 70%; |
• | maintain a ratio of the aggregate market value of the vessels securing the loan to the principal amount outstanding under such loan (which we sometimes refer to as the value maintenance or security coverage clause) at all times in excess of 125%; |
• | ensure that our ratio of EBITDA to interest expense over the preceding twelve months is at all times more than 2.5 times; and |
• | Maintain, from December 31, 2021 until the second anniversary of the loan agreement (i.e., November 10, 2023), cash, cash equivalents, and restricted cash of the higher of $0.5 million per vessel and $2.5 million. Thereafter the required cash, cash equivalents, and restricted cash balance will be the higher of $1.0 million per vessel and $5.0 million. |
Item 6. |
Directors, Senior Management and Employees |
Name |
Age |
Positions |
Year Became Director |
Year Director’s Current Term Expires |
||||||||||
Harry N. Vafias |
43 | Chief Executive Officer, President and Class III Director | 2021 | 2024 | ||||||||||
John Kostoyannis |
55 | Class II Director | 2021 | 2023 | ||||||||||
George Xiradakis |
57 | Class I Director | 2021 | 2022 | ||||||||||
Ifigeneia (Fenia) Sakellari |
41 | Interim Chief Financial Officer |
• | a Code of Business Conduct and Ethics; |
• | a Nominating and Corporate Governance Committee Charter; |
• | a Compensation Committee Charter; and |
• | an Audit Committee Charter. |
• | integrity of the Company’s financial statements, including its system of internal controls; |
• | Company’s compliance with legal and regulatory requirements; |
• | independent auditor’s qualifications and independence; |
• | retention, setting of compensation for, termination and evaluation of the activities of the Company’s independent auditors, subject to any required shareholder approval; and |
• | performance of the Company’s independent audit function and independent auditors, |
• | reviewing the Board structure, size and composition and making recommendations to the Board with regard to any adjustments that are deemed necessary; |
• | identifying candidates for the approval of the Board to fill Board vacancies as and when they arise as well as developing plans for succession, in particular, of the chairman and executive officers; |
• | overseeing the Board’s annual evaluation of its own performance and the performance of other Board committees; |
• | retaining, setting compensation and retentions terms for and terminating any search firm to be used to identify candidates; and |
• | developing and recommending to the Board for adoption a set of Corporate Governance Guidelines applicable to the Company and to periodically review the same. |
• | establishing and periodically reviewing the Company’s compensation programs; |
• | reviewing the performance of directors, officers and employees of the Company who are eligible for awards and benefits under any plan or program and adjust compensation arrangements as appropriate based on performance; |
• | reviewing and monitoring management development and succession plans and activities; |
• | reporting on compensation arrangements and incentive grants to the Board; |
• | retaining, setting compensation and retention terms for, and terminating any consultants, legal counsel or other advisors that the Compensation Committee determines to employ to assist it in the performance of its duties; and |
• | preparing any Compensation Committee report included in our annual proxy statement. |
Item 7. |
Major Shareholders and Related Party Transactions |
• | each person or entity that we know beneficially owns 5% or more of our shares of common stock; |
• | our Chief Executive Officer and our other executive officers; |
• | each of our directors; and |
• | all of our current directors and executive officers as a group. |
Common Shares Beneficially Owned |
Series A Preferred Shares Beneficially Owned |
|||||||||||||||
Name of Beneficial Owner |
Number |
Percentage |
Number |
Percentage |
||||||||||||
Principal Stockholders |
||||||||||||||||
None. |
||||||||||||||||
Executive Officers and Directors |
||||||||||||||||
Harry N. Vafias(1) |
1,032,382 | 1.5 | % | 172,063 | 21.6 | % | ||||||||||
John Kostoyannis |
1,412 | * | 235 | * | ||||||||||||
George Xiradakis |
— | — | — | — | ||||||||||||
Ifigeneia (Fenia) Sakellari |
399 | * | 66 | * | ||||||||||||
All executive officers and directors as a group (four persons) |
1,034,194 | 1.5 | % | 172,364 | 21.6 | % |
* | Less than 1%. |
(1) | The shares beneficially owned by Harry N. Vafias consist of, according to a Schedule 13D jointly filed with the SEC on December 13, 2021 by Flawless Management Inc. and Harry N. Vafias with respect to our common stock, Harry N. Vafias has sole voting power and sole dispositive power with respect to all shares beneficially owned by Flawless Management Inc. or directly by Mr. Vafias. |
Item 8. |
Financial Information |
Item 9. |
The Offer and Listing |
Item 10. |
Additional Information |
• | senior to all classes of our common shares, and to each other class or series of shares established after the initial issue date of the Series A Preferred Shares by our board of directors, the terms of which class |
or series do not expressly provide that it is made senior to or on parity with the Series A Preferred Shares as to dividend distributions and distributions upon the liquidation, dissolution or winding-up of our affairs, whether voluntary or involuntary (collectively, the “Junior Securities”); |
• | on a parity with any class or series of shares established after the initial issue date of the Series A Preferred Shares by our board of directors, the terms of which class or series are not expressly subordinated or senior to the Series A Preferred Shares as to dividend distributions and distributions upon the liquidation, dissolution or winding-up of our affairs, whether voluntary or involuntary (collectively, the “Parity Securities”); and |
• | junior to (i) all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us, and (ii) each class or series of capital stock expressly made senior to the Series A Preferred Shares as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary (such shares described in this clause (ii), the “Senior Securities”). |
• | the acquisition by any “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of our shares entitling that person or group to exercise more than 50% of the total voting power of all of our shares entitled to vote generally in elections of directors (except that such person or group will be deemed to have beneficial ownership of all securities that such person or group has the right to acquire, whether such right is currently exercisable or is exercisable only upon the passage of time or occurrence of a subsequent condition); and |
• | following the closing of any transaction referred to in the above bullet point, neither we nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE American or the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (collectively, “Nasdaq”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or the Nasdaq. |
• | persons who are the beneficial owners of 15% or more of the outstanding voting stock of the corporation; and |
• | persons who are affiliates or associates of the corporation and who hold 15% or more of the corporation’s outstanding voting stock at any time within three years before the date on which the person’s status as an interested stockholder is determined. |
• | certain mergers or consolidations of the corporation or any direct or indirect majority-owned subsidiary of the company; |
• | the sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets having an aggregate market value equal to 10% or more of either the aggregate market value of all assets of the corporation, determined on a consolidated basis, or the aggregate value of all the outstanding stock of the corporation; |
• | certain transactions that result in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation that is owned directly or indirectly by the interested stockholder; and |
• | any receipt by the interested stockholder of the benefit (except as a stockholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
• | before a person becomes an interested stockholder, the board of directors of the corporation approves the business combination or transaction in which the stockholder became an interested stockholder; |
• | upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than certain excluded shares; |
• | following a transaction in which the person became an interested stockholder, the business combination is (a) approved by the board of directors of the corporation and (b) authorized at a regular or special meeting of stockholders, and not by written consent, by the vote of the holders of at least two-thirds of the voting stock of the corporation not owned by the stockholder; or |
• | a transaction with a stockholder that was or became an interested stockholder prior to the consummation of our initial public offering. |
• | persons who are the beneficial owners of 15% or more of the outstanding voting stock of the corporation; and |
• | persons who are affiliates or associates of the corporation and who hold 15% or more of the corporation’s outstanding voting stock at any time within three years before the date on which the person’s status as an interested stockholder is determined. |
• | certain mergers or consolidations of the corporation or any direct or indirect majority-owned subsidiary of the company; |
• | the sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets having an aggregate market value equal to 10% or more of either the aggregate market value of all assets of the corporation, determined on a consolidated basis, or the aggregate value of all the outstanding stock of the corporation; |
• | certain transactions that result in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation that is owned directly or indirectly by the interested stockholder; and |
• | any receipt by the interested stockholder of the benefit (except as a stockholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
• | before a person becomes an interested stockholder, the board of directors of the corporation approves the business combination or transaction in which the stockholder became an interested stockholder; |
• | upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than certain excluded shares; |
• | following a transaction in which the person became an interested stockholder, the business combination is (a) approved by the board of directors of the corporation and (b) authorized at a regular or special meeting of stockholders, and not by written consent, by the vote of the holders of at least two-thirds of the voting stock of the corporation not owned by the stockholder; or |
• | the transaction is with a stockholder that was or became an interested stockholder prior to or at the time the Spin-Off was consummated. |
• | Imperial Petroleum is organized in a foreign country, or its country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and |
• | more than 50% of the value of Imperial Petroleum’s stock is owned, directly or indirectly, by “qualified shareholders,” individuals who are “residents” of a foreign country that grants an “equivalent exemption” to corporations organized in the United States, which we refer to as the “50% Ownership Test,” or |
• | Imperial Petroleum’s stock is “primarily and regularly traded on an established securities market” in a country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.” |
• | Imperial Petroleum has, or is considered to have, a fixed place of business in the United States involved in the earning of shipping income; and |
• | Substantially all of Imperial Petroleum’s U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States. |
• | at least 75% of Imperial Petroleum’s gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
• | at least 50% of the average value of Imperial Petroleum’s assets during such taxable year produce, or are held for the production of, passive income, which we refer to as “passive assets”. |
• | such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, if the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or |
• | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. |
• | fails to provide an accurate taxpayer identification number; |
• | is notified by the IRS that he failed to report all interest or dividends required to be shown on your United States federal income tax returns; or |
• | in certain circumstances, fails to comply with applicable certification requirements. |
Item 11. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 12. |
Description of Securities Other than Equity Securities |
Item 13. |
Defaults, Dividend Arrearages and Delinquencies |
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds |
Item 15. |
Controls and Procedures |
Item 16A. |
Audit Committee Financial Expert |
Item 16B. |
Code of Ethics |
Item 16C. |
Principal Accountant Fees and Services |
2021 |
||||
Audit fees |
$ | 194 | ||
Assurance/audit related fees |
— | |||
Tax fees |
— | |||
All other fees |
— | |||
Total |
$ |
194 |
Item 16D. |
Exemptions from the Listing Standards for Audit Committees |
Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Item 16F. |
Change in Registrant’s Certifying Accountant |
Item 16H. |
Mine Safety Disclosures |
Item 17. |
Financial Statements |
Item 18. |
Financial Statements |
Item 19. |
Exhibits |
IMPERIAL PETROLEUM INC. | ||
By: | /s/ Harry N. Vafias | |
Name: | Harry N. Vafias | |
Title: | President and Chief Executive Officer |
Pages |
||||
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
As of December 31, 2020 |
As of December 31, 2021 |
|||||||
Assets |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
||||||||
Restricted cash |
||||||||
Receivable from related party (Note 3) |
— | |||||||
Trade and other receivables |
||||||||
Other current assets (Note 10) |
— | |||||||
Inventories |
||||||||
Advances and prepayments |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Non current assets |
||||||||
Vessels, net (Note 4) |
||||||||
Restricted cash |
— | |||||||
|
|
|
|
|||||
Total non current assets |
||||||||
|
|
|
|
|||||
Total assets |
||||||||
|
|
|
|
|||||
Liabilities and net parent investment |
||||||||
Current liabilities |
||||||||
Trade accounts payable |
||||||||
Payable to related parties (Note 3) |
||||||||
Accrued liabilities (Note 6) |
||||||||
Customer deposits (Note 13) |
||||||||
Deferred income |
||||||||
Current portion of long-term debt (Note 5) |
— | |||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Non current liabilities |
||||||||
Long-term debt (Note 5) |
— |
|||||||
|
|
|
|
|||||
Total non current liabilities |
— |
|||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Commitments and contingencies (Note 14) |
||||||||
Stockholders’ equity |
||||||||
Former Parent Company investment |
— | |||||||
Capital stock, , |
— |
|||||||
Preferred stock, , |
— |
|||||||
Additional paid-in capital (Note 8) |
— |
|||||||
Accumulated deficit |
— |
( |
) | |||||
Total stockholders’ equity |
||||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity |
||||||||
|
|
|
|
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Revenues |
||||||||||||
Revenues (Note 10) |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenues |
||||||||||||
|
|
|
|
|
|
|||||||
Expenses |
||||||||||||
Voyage expenses |
||||||||||||
Voyage expenses – related party (Notes 3) |
||||||||||||
Vessels’ operating expenses (Note 11) |
||||||||||||
Vessels’ operating expenses – related party (Notes 3, 11) |
||||||||||||
Dry-docking costs |
||||||||||||
Management fees – related party (Note 3) |
||||||||||||
General and administrative expenses (including $ and $ (Note 3) |
||||||||||||
Depreciation (Note 4) |
||||||||||||
|
|
|
|
|
|
|||||||
Total expenses |
||||||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Other (expenses) / income |
||||||||||||
Interest and finance costs |
( |
) | ( |
) | ( |
) | ||||||
Interest income |
||||||||||||
Foreign exchange gain/(loss) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Other expenses, net |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Net loss |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Loss per share attributable to common shareholders - basic and diluted (Note 9) |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Weighted average number of shares, basic and diluted |
||||||||||||
|
|
|
|
|
|
Capital stock |
Preferred stock |
|||||||||||||||||||||||||||||||
Number of Shares (Note 8) |
Amount (Note 8) |
Number of Shares (Note 8) |
Amount (Note 8) |
Additional Paid-in Capital (Note 8) |
Accumulated Deficit |
Former Parent Company Investment |
Total |
|||||||||||||||||||||||||
Balance, January 1, 2019 |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net decrease in former Parent Company investment |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Net loss for the year |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2019 |
||||||||||||||||||||||||||||||||
Net decrease in former Parent Company Investment |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Net loss for the year |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2020 |
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net decrease in former Parent Company investment |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Net loss for the period from January 1, 2021 to Spin-Off |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Dividends to former Parent Company (Note 5) |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Capitalization at spin-off, including issuance of capital and preferred stock |
— | ( |
) | |||||||||||||||||||||||||||||
Issuance of preferred stock over par as Offpart of Spin- |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Deemed contribution of preferred shares as part of Spin-off (Note 8) |
— | — | — | — |
( |
) | — | — | ( |
) | ||||||||||||||||||||||
Net loss for the period from the spin-off to December 31, 2021 |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||
Dividends declared on preferred shares |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, December 31, 2021 |
( |
) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net loss for the year |
( |
) | ( |
) | ( |
) | ||||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||||||
Depreciation |
||||||||||||
Amortization of deferred finance charges |
— | — | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||
(Increase)/decrease in |
||||||||||||
Trade and other receivables |
( |
) | ( |
) | ||||||||
Other current assets |
— | ( |
) | |||||||||
Inventories |
( |
) | ( |
) | ||||||||
Advances and prepayments |
( |
) | ( |
) | ( |
) | ||||||
Trade accounts payable |
||||||||||||
Balance with related parties |
— | ( |
) | |||||||||
Accrued liabilities |
||||||||||||
Deferred income |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
||||||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Vessel improvements |
— | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
— |
( |
) |
( |
) | |||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Net transfers to former Parent Company |
( |
) | ( |
) | ( |
) | ||||||
Dividends paid to former Parent Company |
— | — | ( |
) | ||||||||
Deferred finance charges paid |
— | — | ( |
) | ||||||||
Customer deposits paid |
( |
) | ( |
) | ( |
) | ||||||
Dividends paid on preferred shares |
— | — | ( |
) | ||||||||
Proceeds from long-te r m debt |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Net cash used in financing activities |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Net increase/(decrease) in cash, cash equivalents and restricted cash |
( |
) |
( |
) | ||||||||
Cash, cash equivalents and restricted cash at the beginning of the year |
||||||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents and restricted cash at the end of the year |
||||||||||||
|
|
|
|
|
|
|||||||
Supplemental cash flow information: |
||||||||||||
Non cash investing activity – Vessel improvements included in liabilities |
— | — | ||||||||||
Reconciliation of cash, cash equivalents and restricted cash |
||||||||||||
Cash and cash equivalents |
||||||||||||
Restricted cash, current |
— | |||||||||||
Restricted cash, non-current |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows |
||||||||||||
|
|
|
|
|
|
1. |
General Information |
Company |
Date of Incorporation |
Name of Vessel Owned by Subsidiary |
Dead Weight Tonnage (“dwt”) |
Acquisition Date |
||||||||||||
|
7 | |
|
8 | | |||||||||||
|
7 | |
|
8 |
| |||||||||||
|
8 |
|
|
9 |
| |||||||||||
|
8 | |
|
0 |
|
1. |
General Information - Continued |
Year ended December 31, |
||||||||||||
Charterer |
2019 |
2020 |
2021 |
|||||||||
A |
% | % |
||||||||||
B |
% | % |
% | |||||||||
C |
% | — |
||||||||||
D |
— | % |
||||||||||
E |
— | % |
||||||||||
F |
— |
% | ||||||||||
G |
— |
% | ||||||||||
H |
— |
% |
2. |
Significant Accounting Policies |
2. |
Significant Accounting Policies - continued |
2. |
Significant Accounting Policies – continued |
2. |
Significant Accounting Policies – continued |
3. |
Transactions with Related Parties |
Year ended December 31, |
||||||||||||||
Location in statement of operations |
2019 |
2020 |
2021 |
|||||||||||
Management fees |
Management fees – related party | |||||||||||||
Brokerage commissions |
Voyage expenses – related party | |||||||||||||
Superintendent fees |
Vessels’ operating expenses – related party | |||||||||||||
Crew management fees |
Vessels’ operating expenses – related party | |||||||||||||
Executive compensation |
General and administrative expenses | |||||||||||||
General and administrative expenses – Former Parent |
General and administrative expenses |
4. |
Vessels, net |
Vessel Cost |
Accumulated depreciation |
Net book value |
||||||||||
Balance as at January 1, 2020 |
$ |
$ |
( |
) |
$ |
|||||||
|
|
|
|
|
|
|||||||
Acquisitions and improvements |
— | |||||||||||
Depreciation for the year |
— | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2020 |
$ |
$ |
( |
) |
$ |
|||||||
Reduction in vessels improvements |
( |
) | — | ( |
) | |||||||
Depreciation for the year |
— |
( |
) | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2021 |
$ |
$ |
( |
) |
$ |
|||||||
|
|
|
|
|
|
5. |
Long-term Debt |
Term Loan |
Drawn |
December 31, |
||||||||||||||
Issue Date |
Maturity Date |
Amount |
2020 |
2021 |
||||||||||||
|
||||||||||||||||
|
|
|
|
|||||||||||||
Total |
||||||||||||||||
Current portion of long-term debt |
|
— | ||||||||||||||
Long - term debt |
— | |||||||||||||||
|
|
|
|
|||||||||||||
Total debt |
— |
|||||||||||||||
Current portion of deferred finance charges |
|
— | ||||||||||||||
Deferred finance charges non-current |
|
— | ||||||||||||||
|
|
|
|
|||||||||||||
Total deferred finance charges |
|
— |
||||||||||||||
|
|
|
|
|||||||||||||
Total debt |
— | |||||||||||||||
Less: Total deferred finance charges |
|
— |
||||||||||||||
|
|
|
|
|||||||||||||
Total debt, net of deferred finance charges |
|
— |
||||||||||||||
Less: Current portion of long-term debt, |
|
— |
||||||||||||||
|
|
|
|
|||||||||||||
Total long – term debt |
|
— |
||||||||||||||
|
|
|
|
• | the aggregate market value of the mortgaged vessels at all times exceeds |
• | the leverage of the Company defined as Total Debt net of Cash should not exceed |
• | the Interest Coverage Ratio of the Company which is EBITDA (as defined in the loan agreement) to interest expense to be at all times greater than 2.5:1, |
• | at least a certain percentage of the Company is to always be owned by members of the Vafias family, |
• | the Company should maintain a free cash balance to the higher of $ |
December 31, |
Amount |
|||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
|
|
|||
Total |
6. |
Accrued Liabilities |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
Interest on long-term debt |
||||||||
Administrative expenses |
||||||||
Voyage expenses |
||||||||
Vessel operating expenses |
||||||||
|
|
|
|
|||||
Total |
$ |
$ |
||||||
|
|
|
|
7. |
Fair Value of Financial Instruments and Concentration of Credit Risk |
8. |
Stockholders’ Equity |
Series |
Description |
Initial Issuance Date |
Total Shares Outstanding |
Liquidation Preference per Share (in dollars) |
Carrying Value (1) |
Dividend Rate | ||||||||||||
Series A |
2021 |
$ | $ | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
$ |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | There are no issuance costs. |
9. |
Loss per share |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Numerator |
||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Less: Cumulative dividends on Series A Preferred Shares |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss attributable to common shareholders, basic |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Denominator |
||||||||||||
Weighted average number of shares outstanding, basic and diluted |
||||||||||||
|
|
|
|
|
|
|||||||
Loss per share, basic and diluted |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
10. |
Revenues |
Year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Time charter revenues |
||||||||||||
Bareboat revenues |
||||||||||||
Voyage charter revenues |
||||||||||||
Other income/(expenses) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
11. |
Vessel Operating Expenses |
Year ended December 31, |
||||||||||||
Vessels’ Operating Expenses |
2019 |
2020 |
2021 |
|||||||||
Crew wages and related costs |
||||||||||||
Insurance |
||||||||||||
Repairs and maintenance |
||||||||||||
Spares and consumable stores |
||||||||||||
Miscellaneous expenses |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
12. |
Income Taxes |
13. |
Customer Deposits |
(a) | On October 12, 2015 an amount of $ re paid to the bareboat charterers. The remaining amount of $ |
(b) | On February 21, 2015 an amount of $ |
14. |
Commitments and Contingencies |
• | From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. With regards to a charter party agreement of our Aframax tanker “Stealth Berana”, the Company commenced arbitration during 2020 in respect of all disputes arising under this agreement, including the claims of the charterers for alleged losses in connection with the redelivery of the vessel to the Company. The Company provided security for the claims of the charterers by way of a payment of $by StealthGas Inc. into an escrow account (Note 3). The respective liability to StealthGas Inc. had been included in “Payable to related party” in the combined balance sheet as of December 31, 2020. As of December 31, 2020, an amount of $was kept in the escrow account and was presented under current restricted cash in the combined balance sheet as of December 31, 2020. In August 2021, the Company reached a settlement agreement with the charterers. Based on the settlement agreement, the funds held in the escrow account were released and the Company received the net amount of $in full and final settlement of the claims of the Company and the charterers including the liabilities of the Company due to the customer deposits (Note 13). |
• | Future minimum contractual charter revenues, gross of commissions, based on vessels committed to non-cancellable, time and bareboat charter contracts as of December 31, 2021, amount to $ |
15. |
Subsequent Events |