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Share Name | Share Symbol | Market | Type |
---|---|---|---|
OceanPal Inc | NASDAQ:OP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.11 | 5.79% | 2.01 | 1.95 | 2.01 | 1.93 | 1.86 | 1.90 | 153,097 | 00:48:32 |
OCEANPAL INC.
|
||
(registrant)
|
||
Dated: September 12, 2023
|
||
By:
|
/s/ Vasiliki Plousaki
|
|
Vasiliki Plousaki
|
||
Chief Financial Officer
|
Vessel
BUILT DWT
|
Sister
Ships*
|
Gross Rate (USD/Day)
|
Com**
|
Charterers
|
Delivery Date
to Charterers***
|
Redelivery Date
to Owners****
|
Notes
|
|||||||||
3 Panamax Bulk Carriers
|
||||||||||||||||
1
|
PROTEFS
2004/ 73,630 dwt
|
A
|
$
|
7,000
|
5.00
|
%
|
REFINED SUCCESS LIMITED
|
30-May-23
|
29-Jul-23
|
|||||||
$
|
3,000
|
5.00
|
%
|
CHINALAND SHIPPING PTE LTD.
|
01-Aug-23
|
12-Sep-23
|
||||||||||
$
|
10,500
|
5.00
|
%
|
LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD
|
12-Sep-23
|
10-Jan-24 – 25-Mar-24
|
||||||||||
2
|
CALIPSO
2005/ 73,691 dwt
|
A
|
$
|
6,250
|
5.00
|
%
|
ORIENTAL PAL SHIPPING PTE., LTD.
|
07-Jun-23
|
14-Jul-23
|
|||||||
$
|
6,300
|
5.00
|
%
|
GUO LONG XIANG LIMITED
|
14-Jul-23
|
13-Aug-23
|
||||||||||
$
|
6,000
|
5.00
|
%
|
13-Aug-23
|
26-Sep-23
|
1
|
||||||||||
3
|
MELIA
2005/ 76,225 dwt
|
$
|
14,000
|
5.00
|
%
|
LOUIS DREYFUS COMPANY FREIGHT ASIA PTE LTD
|
09-Apr-23
|
26-Aug-23
|
||||||||
$
|
6,250
|
5.00
|
%
|
ASL BULK SHIPPING LIMITED
|
26-Aug-23
|
20-Oct-23
|
2,3
|
|||||||||
2 Capesize Bulk Carriers
|
||||||||||||||||
4
|
SALT LAKE CITY
2005/ 171,810 dwt
|
$
|
15,400
|
5.00
|
%
|
PACBULK SHIPPING PTE. LTD.
|
24-Apr-23
|
26-Jul-23
|
4
|
|||||||
5
|
BALTIMORE
2005/ 177,243 dwt
|
$
|
13,300
|
5.00
|
%
|
Koch Shipping Pte. Ltd., Singapore
|
08-Feb-23
|
22-Sep-23
|
5
|
* |
Each dry bulk carrier is a "sister ship", or closely similar, to other dry bulk carriers that have the same letter.
|
** |
Total commission percentage paid to third parties.
|
*** |
In case of newly acquired vessel with new time charter attached, this date refers to the expected/actual date of delivery of the vessel to the Company.
|
**** |
Range of redelivery dates, with the actual date of redelivery being at the Charterers' option, but subject to the terms, conditions, and exceptions of the
particular charterparty.
|
1 |
Redelivery date on an estimated time charter trip duration of about 44 days.
|
2 |
For redelivery of the vessel in South of Xiamen, the gross rate will be 6,100USD/day.
|
3 |
Redelivery date on an estimated time charter trip duration of about 55 days.
|
4 |
Currently without an active charter party. Vessel on scheduled drydocking.
|
5 |
Based on latest information.
|
For the six
months ended
June 30, 2023
|
For the six
months ended
June 30, 2022
|
|||||||
Ownership days
|
867
|
543
|
||||||
Available days
|
847
|
516
|
||||||
Operating days
|
840
|
498
|
||||||
Fleet utilization
|
99.2
|
%
|
96.5
|
%
|
||||
Time charter equivalent (TCE) rate
|
$
|
9,453
|
$
|
14,824
|
For the six
months ended
June 30, 2023
|
For the six
months ended
June 30, 2022
|
|||||||
Time charter revenues
|
$
|
9,283
|
$
|
8,246
|
||||
Less: Voyage expenses
|
(1,276
|
)
|
(597
|
)
|
||||
Time charter equivalent revenues
|
$
|
8,007
|
$
|
7,649
|
||||
Available days
|
847
|
516
|
||||||
Time charter equivalent (TCE) rate
|
$
|
9,453
|
$
|
14,824
|
• |
the duration of our charters;
|
• |
our decisions relating to vessel acquisitions and disposals;
|
• |
the amount of time that we spend positioning our vessels;
|
• |
the amount of time that our vessels spend in drydock undergoing repairs;
|
• |
maintenance and upgrade work;
|
• |
the age, condition and specifications of our vessels;
|
• |
levels of supply and demand in the dry bulk shipping industry; and
|
• |
other factors affecting spot market charter rates for our dry bulk carriers.
|
(in millions of U.S. dollars except for share and per share data) |
Six months ended
June 30, 2023
|
Six months ended
June 30, 2022
|
||||||
Results of Operations
|
||||||||
Time charter revenues
|
$
|
9.28
|
$
|
8.25
|
||||
Voyage Expenses
|
(1.28
|
)
|
(0.60
|
)
|
||||
Vessel Operating Expenses
|
(5.04
|
)
|
(2.94
|
)
|
||||
Depreciation and amortization of deferred charges
|
(4.04
|
)
|
(2.02
|
)
|
||||
General and Administrative expenses
|
(2.61
|
)
|
(1.22
|
)
|
||||
Management fees to related parties
|
(0.61
|
)
|
(0.41
|
)
|
||||
Change in fair value of warrants’ liability
|
6.34
|
-
|
||||||
Finance costs
|
(0.90
|
)
|
-
|
|||||
Interest income
|
0.21
|
-
|
||||||
Net income and comprehensive income
|
1.35
|
1.06
|
||||||
Net income / (loss) and comprehensive income / (loss) attributable to common
stockholders
|
$
|
0.02
|
$
|
(0.28
|
)
|
|||
Earnings/(Loss) per share, basic
|
0.02
|
(2.16
|
)
|
|||||
Loss per share, diluted
|
(4.49
|
)
|
(2.16
|
)
|
||||
Weighted average number of common shares, basic
|
1,362,644
|
128,456
|
||||||
Weighted average number of common shares, diluted
|
1,405,001
|
128,456
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
June 30, 2023
|
December 31, 2022
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable, trade
|
|
|
||||||
(Note 3(a))
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other assets
|
|
|
||||||
Total current assets
|
|
|
||||||
FIXED ASSETS:
|
||||||||
Vessels, net (Note 4)
|
|
|
||||||
Total fixed assets
|
|
|
||||||
OTHER NON-CURRENT ASSETS:
|
||||||||
Deferred charges, net
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable, trade and other
|
|
|
||||||
(Note 3(b))
|
|
|
||||||
Dividends payable (Notes 6(c) and 6(e))
|
|
|
||||||
Accrued liabilities
|
|
|
||||||
Unearned revenue
|
|
|
||||||
Total current liabilities
|
|
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Warrants’ liability (Note 6(b))
|
|
|
||||||
Total non-current liabilities
|
|
|
||||||
Commitments and contingencies (Note 5)
|
|
|
||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Preferred stock, $
|
|
|
||||||
Common stock, $
|
|
|
||||||
Additional paid-in capital (Note 6)
|
|
|
||||||
Accumulated Deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
June 30, 2023
|
June 30, 2022
|
|||||||
REVENUES:
|
||||||||
Time charter revenues
|
$
|
|
$
|
|
||||
EXPENSES:
|
||||||||
Voyage expenses
|
|
|
||||||
Vessel operating expenses
|
|
|
||||||
Depreciation and amortization of deferred charges (Note 4)
|
|
|
||||||
General and administrative expenses
|
|
|
||||||
Management fees to related parties (Notes 3(a) and 3(b))
|
|
|
||||||
Other operating loss/(income)
|
|
(
|
)
|
|||||
Operating (loss)/income
|
$
|
(
|
)
|
$
|
|
|||
OTHER INCOME:
|
||||||||
Changes in fair value of warrants’ liability (Note 6(b))
|
|
|
||||||
Finance costs (Note 6(b))
|
(
|
)
|
|
|||||
Interest income
|
|
|
||||||
Total other income, net
|
$
|
|
$
|
|
||||
Net income and comprehensive income
|
$
|
|
$
|
|
||||
Deemed dividend on Series D Preferred Stock upon issuance of common stock (Note 6(e))
|
(
|
)
|
|
|||||
Dividends on Series C Preferred Stock (Note 6(c))
|
(
|
)
|
(
|
)
|
||||
Dividends on Series D Preferred Stock (Note 6(e))
|
(
|
)
|
|
|||||
Undistributed earnings on Class A warrants
|
(
|
)
|
|
|||||
Dividends on Class A warrants
|
|
(
|
)
|
|||||
Net income/(loss) and comprehensive income/(loss) attributable to common stockholders
|
$
|
|
$
|
(
|
)
|
|||
Earnings/ (Loss) per common share, basic (Note 7)
|
$
|
|
$
|
(
|
)
|
|||
Loss per common share, diluted (Note 7)
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average number of common stock, basic (Note 7)
|
|
|
||||||
Weighted average number of common stock, diluted (Note 7)
|
|
|
Preferred Stock
Series B
|
Preferred Stock
Series C
|
Preferred Stock
Series D
|
Preferred Stock
Series E
|
Common Stock
|
Additional
Paid-in
Capital |
Retained
Earnings/
(Accumulated
Deficit) |
Total
Equity |
|||||||||||||||||||||||||||||||||||||||||||||
# of Shares
|
Par Value
|
# of Shares
|
Par Value
|
# of Shares
|
Par Value
|
# of Shares
|
Par Value
|
# of Shares
|
Par Value
|
|||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2021
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||||||||||||||
Net income
|
-
|
$
|
|
-
|
$
|
|
-
|
|
-
|
|
-
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||||||||||||||||
Issuance of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance of common stock following exercise of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Compensation on restricted stock awards
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Dividends declared ($
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Dividends declared and paid ($
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||||||||||||||
Dividends on series C preferred stock
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
BALANCE, June 30,
2022
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE, December 31, 2022
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||||||||||||||
Net income
|
-
|
$
|
|
-
|
$
|
|
-
|
$
|
|
-
|
$
|
|
-
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||||||||||||||
Issuance of Series D Preferred Stock (Notes 3(c) and 6(e))
|
-
|
-
|
-
|
-
|
|
|
-
|
-
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance of common shares pursuant to exercises of
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Issuance of Series E Preferred Stock (Notes 3(d) and 6(f))
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
-
|
-
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Retirement of fractional common shares in June reverse stock split (Note 6(a))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock redemption and issuance of common stock (Note 6(e))
|
-
|
-
|
-
|
-
|
(
|
)
|
|
-
|
-
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||||||||||
Alternative cashless exercise of private placement warrants (Note 6(b))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Vesting of Series C Preferred Stock and compensation cost under the Equity Incentive Plan (Notes 6(c) and 6(d))
|
-
|
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Dividends declared on Series D Preferred Stock (Note 6(e))
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
Dividends declared on Series C Preferred Stock (Note 6(c))
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||
BALANCE, June 30,
2023
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
June 30, 2023
|
June 30, 2022
|
|||||||
Cash Flows provided by Operating Activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash from operating activities:
|
||||||||
Depreciation and amortization of deferred charges (Note 4)
|
|
|
||||||
Compensation cost on restricted stock awards (Note 6(d))
|
|
|
||||||
Finance costs
|
||||||||
Changes in fair value of warrants’ liability (Note 6(b))
|
(
|
)
|
|
|||||
(Increase) / Decrease in:
|
||||||||
Accounts receivable, trade
|
|
|
||||||
Due from a related party
|
(
|
)
|
|
|||||
Inventories
|
(
|
)
|
(
|
)
|
||||
Prepaid expenses and other assets
|
(
|
)
|
(
|
)
|
||||
Deferred charges
|
|
(
|
)
|
|||||
Increase / (Decrease) in:
|
||||||||
Accounts payable, trade and other
|
|
|
||||||
Due to related parties
|
(
|
)
|
|
|||||
Accrued liabilities
|
(
|
)
|
|
|||||
Unearned revenue
|
(
|
)
|
|
|||||
Dry-dock costs
|
(
|
)
|
|
|||||
Net cash provided by Operating Activities
|
$
|
|
$
|
|
||||
Cash Flows used in Investing Activities:
|
||||||||
Payments for vessel improvements and vessel acquisitions (Note 4)
|
(
|
)
|
(
|
)
|
||||
Net cash used in Investing Activities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Cash Flows provided by Financing Activities:
|
||||||||
Proceeds from issuance of units and private placement warrants (Note 6(a))
|
|
|
||||||
Proceeds from exercise of prefunded warrants (Note 6(a))
|
|
|
||||||
Proceeds from issuance of Series E Preferred Stock (Note 3(d) and 6(f))
|
|
|
||||||
Payments of equity issuance and financing costs
|
(
|
)
|
(
|
)
|
||||
Payments of dividends on common stockholders and Class A warrant holders
|
|
(
|
)
|
|||||
Payments of dividends on Series C Preferred Stock (Note 6(c))
|
(
|
)
|
(
|
)
|
||||
Payments of dividends on Series D Preferred Stock (Note 6(e))
|
(
|
)
|
|
|||||
Net cash provided by Financing Activities
|
$
|
|
$
|
|
||||
|
||||||||
Net increase in cash and cash equivalents
|
$
|
|
$
|
|
||||
Cash and cash equivalents at beginning of the period
|
|
|
||||||
Cash and cash equivalents at end of the period
|
$
|
|
$
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Series C Preferred Stock dividends declared, not paid (Note 6(c))
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Series D Preferred Stock dividends declared, not paid (Note 6(e))
|
(
|
)
|
||||||
Deemed dividend on Series D Preferred Stock upon issuance of common stock (Note 6(e))
|
(
|
)
|
||||||
Non-cash consideration for vessel acquisition through the issuance of Series D Preferred Stock (Notes 3(c) and 6(e))
|
|
(
|
)
|
|||||
Alternative cashless exercise of private placement warrants (Note 6(b))
|
$ | $ |
• |
Cypres Enterprises Corp., a company incorporated in the Republic of Panama on September 7, 2000, owner of the 2004 built Panamax dry bulk carrier Protefs,
|
• |
Darien Compania Armadora S.A., a company incorporated in the Republic of Panama on December 22, 1993, owner of the 2005 built Panamax dry bulk carrier Calipso,
|
• |
Marfort Navigation Company Limited, a company incorporated in the Republic of Cyprus on August 10, 2007, owner of the 2005 built Capesize dry bulk carrier Salt Lake City,
|
• |
Darrit Shipping Company Inc., a company incorporated in the Republic of the Marshall Islands on June 02, 2022, owner of the 2005 built Capesize dry bulk carrier Baltimore, and
|
• |
Fiji Shipping Company Inc., a company incorporated in the Republic of the Marshall Islands on January 27, 2023, owner of the 2005 built Panamax dry bulk carrier Melia (Notes 3(c) and 4).
|
(a) |
Diana Wilhelmsen Management Limited, or DWM:
|
(b) |
Steamship Shipbroking Enterprises Inc. or Steamship:
|
(c) |
Diana Shipping Inc., or DSI:
|
(d) |
Issuance of Series E Preferred Stock:
|
Vessel Cost
|
Accumulated
Depreciation
|
Net Book Value
|
||||||||||
Balance, December 31, 2022
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
-Vessel acquisition
|
|
-
|
|
|||||||||
-Additions for improvements
|
|
-
|
|
|||||||||
- Depreciation for the period
|
-
|
(
|
)
|
(
|
)
|
|||||||
Balance, June 30, 2023
|
$
|
|
$
|
(
|
)
|
$
|
|
(a) |
Common Stock
|
(b) |
Warrants
|
(c) |
Series C Preferred Stock
|
(d) |
Equity Incentive Plan
|
(e) |
Series D Preferred Stock
|
(f) |
Series E Preferred Stock
|
June 30, 2023
|
June 30, 2022
|
|||||||
Net income and comprehensive income
|
$
|
|
$
|
|
||||
Less deemed dividend on Series D Preferred Stock upon issuance of common stock
|
(
|
)
|
|
|||||
Less dividends on Series C Preferred Stock
|
(
|
)
|
(
|
)
|
||||
Less dividends on Series D Preferred Stock
|
(
|
)
|
|
|||||
Less dividends on Class A warrants
|
|
(
|
)
|
|||||
Less undistributed earnings on Class A warrants
|
(
|
)
|
|
|||||
Net income/(loss) and comprehensive income/(loss) attributable to common stockholders for basic earnings/(loss) per share purposes
|
$
|
|
$
|
(
|
)
|
|||
Less changes in fair value of warrants’ liability
|
(
|
)
|
|
|||||
Net loss and comprehensive loss attributable to common stockholders for diluted loss per share purposes
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
||||||||
Weighted average number of common stock, basic
|
|
|
||||||
Effect of dilutive securities
|
|
|
||||||
Weighted average number of common stock, diluted
|
|
|
||||||
Earnings/(Loss) per share, basic
|
$
|
|
$
|
(
|
)
|
|||
Loss per share, diluted
|
$ |
(
|
)
|
$ |
(
|
)
|
Charterer
|
Six months ended
June 30, 2023
|
Six months ended
June 30, 2022
|
||
A
|
|
|||
B
|
|
|||
C
|
|
|||
D
|
|
|||
E |
|
|||
F |
|
•
|
On subsequent remeasurement date as of June 30, 2023, a fair value of $
|
•
|
On initial measurement date as of February 10, 2023, a fair value of $
|
•
|
At partial settlement date as of June 8, 2023, a fair value of $
|
•
|
At partial settlement date as of June 15, 2023, a fair value of $
|
•
|
At partial settlement date as of June 16, 2023, a fair value of $
|
•
|
At partial settlement date as of June 20, 2023, a fair value of $
|
(a) |
Dividend Payments on Series C and Series D Preferred Stock
|
(b) |
Exercises of private placement warrants
|
(c)
|
Investment in chemical tanker newbuildings
|
Document and Entity Information |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2023 |
Current Fiscal Year End Date | --12-31 |
Entity Registrant Name | OceanPal Inc. |
Entity Central Index Key | 0001869467 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2023 |
Jun. 08, 2023 |
Jun. 07, 2023 |
Dec. 31, 2022 |
Apr. 14, 2021 |
---|---|---|---|---|---|
STOCKHOLDERS' EQUITY: | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | ||
Preferred stock, shares issued (in shares) | 525,930 | 519,172 | |||
Preferred stock, shares outstanding (in shares) | 525,930 | 519,172 | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 | |
Common stock, shares issued (in shares) | 3,549,484 | 1,259,135 | 25,183,996 | 509,200 | |
Common stock, shares outstanding (in shares) | 3,549,484 | 1,259,135 | 25,183,996 | 509,200 |
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) |
6 Months Ended |
---|---|
Jun. 30, 2022
$ / shares
shares
| |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Issuance of units | 15,571,429 |
Issuance of warrants | 628,751 |
Common stock dividends declared (in dollars per share) | $ / shares | $ 10 |
Common stock dividends declared and paid (in dollars per share) | $ / shares | $ 2 |
Pre-Funded Warrants [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Exercise of warrants | 2,500,000 |
Class A Warrants [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Issuance of warrants | 2,430,000 |
Exercise of warrants | 4,156,000 |
Common Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Issuance of stock (in shares) | 6,407 |
Basis of Presentation and General Information |
6 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||
Basis of Presentation and General Information [Abstract] | ||||||||||||||||
Basis of Presentation and General Information |
1. Basis of Presentation and General Information
The accompanying unaudited interim consolidated financial statements include the accounts of OceanPal Inc. (the ‘‘Company”, or “OceanPal”, or
“OP”), and its wholly owned subsidiaries (collectively, the “Company”). OP was incorporated by Diana Shipping Inc. (“Diana Shipping” or “DSI”) on April 15, 2021 under the laws of the Republic of the Marshall Islands, having a share capital of 500 shares, par value $0.01 per
share, issued to DSI. In November 2021, December 2022, and June 7, 2023, the Company’s articles of incorporation and bylaws were amended. Under the amended articles of incorporation, the Company’s authorized share capital increased from 500 to 1,000,000,000 shares of
common stock at par value $0.01 and 100,000,000
preferred stock at par value $0.01. The Company’s shares trade on the Nasdaq Capital Market under the ticker symbol “OP”.
Effective December 22, 2022, and June 8, 2023, the Company effected a
and a reverse stock split, respectively, on its
then issued and outstanding shares of common stock (Note 6(a)). All share and per share amounts disclosed in the accompanying unaudited interim consolidated financial statements give effect to these reverse stock splits, retroactively, as
applicable, for all periods presented.The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have
been prepared on the same basis and should be read in conjunction with the financial statements for the year ended December 31, 2022, included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March
30, 2023 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the
periods presented. Operating results for the six month period ended June 30, 2023, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2023.
The consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements of the Company as of
that date, considering the reverse stock split mentioned above, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
The Company is engaged in the ocean transportation of cargoes worldwide through the ownership and operation of vessels. Each of the vessels is
owned through a separate wholly owned subsidiary. As of June 30, 2023, the Company was the sole owner of all outstanding shares of the following subsidiaries:
The Company operates its own fleet through Diana Wilhelmsen Management Limited (or “DWM”) (Note 3(a)) and Steamship Shipbroking Enterprises Inc.
(or “Steamship”) (Note 3(b)).
Uncertainties caused by the COVID-19 pandemic and the Russo-Ukrainian conflict: As of June 30, 2023, the
ongoing public health concerns from the COVID-19 pandemic continue to unfold. Additionally, the ongoing conflict between Russia and the Ukraine, since February 2022, has disrupted supply chains and caused instability in the energy markets and
the global economy, which have experienced significant volatility. In particular, the conflict in Ukraine and related sanctions measures imposed against Russia has and is disrupting energy production and trade patterns, including shipping in the
Black Sea and elsewhere, and has impacted the price of certain dry bulk goods, such as grain, as well as energy and fuel prices. Notably, various jurisdictions have imposed sanctions against Russia directly targeting the maritime transport of
goods originating from Russia, such as of oil products and agricultural commodities such as potash. To date, no apparent consequences have been identified on the Company’s business, or counterparties, by COVID-19 and the conflict in Ukraine and
their implications. None of the Company’s contracts have been affected by the events in Russia and Ukraine.
Given the dynamic nature of these circumstances, and as volatility continues, the full extent to which the ongoing COVID-19 global
pandemic repercussions and/or the Russo-Ukrainian war may have direct or indirect impact on the industry and on the Company’s business is difficult to be predicted, whereas it is possible that in the future third parties with whom the Company
has or will have contracts may be impacted by such events and sanctions. The related financial reporting implications cannot be reasonably estimated at this time, although they could materially affect the Company’s business, results of
operations and financial condition in the future. As a result, many of the Company’s estimates and assumptions carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the
Company’s estimates may change in future periods. The overall impact on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by these geopolitical events, will depend on how those
events will further develop, the duration and extent of the restrictive measures that are associated with such events and their impact on global economy and trade, which is still uncertain. The Company is
constantly monitoring the developing situation, as well as its charterers’ and other counterparties’ response to the market and continuously evaluates the effect on its operations. Also, the Company monitors elevated inflation in the United
States of America, Eurozone and other countries, including ongoing global prices pressures in the wake of the war in Ukraine, driving up energy prices, commodity prices, which continue to have a moderate effect on the Company’s operating
expenses.
|
Significant Accounting Policies - Recent Accounting Pronouncements |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Significant Accounting Policies - Recent Accounting Pronouncements [Abstract] | |
Significant Accounting Policies - Recent Accounting Pronouncements |
2. Significant Accounting Policies – Recent Accounting Pronouncements
A discussion of the Company’s significant accounting policies can be found in the audited consolidated financial statements for the year ended
December 31, 2022, as filed with the SEC on Form 20-F on March 30, 2023. Material changes to these policies in the six month period ended June 30, 2023, are discussed further below:
Distinguishing
liabilities from equity: The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the
classification of certain freestanding financial instruments as either liabilities or equity. In its assessment, the Company analyzes key features of these financial instruments to determine whether they are more akin to equity or to debt. It
then identifies any embedded features in those instruments and examines whether the identified embedded features fall under the definition of a derivative according to the provisions of ASC 815 or whether those features require bifurcation
(other than those with de minimis value) or affect classification in permanent equity. Financial instruments meeting the classification of liability are initially measured at fair value and are subsequently remeasured at each balance sheet
date with the offsetting adjustments recorded within the consolidated statements of comprehensive income/(loss). Upon settlement or
termination, instruments classified as liabilities at fair value are marked to their fair value at the settlement date and then the liability gets settled. The Company values its instruments classified as liabilities using either the
Black-Scholes option pricing model or other acceptable valuation models, including the binominal option pricing model.
New Accounting Pronouncements - Not Yet Adopted
There are no recent accounting pronouncements, the adoption of which is expected to have a material impact on the Company’s unaudited interim
consolidated financial statements and related disclosures in the current or any future periods.
|
Transactions with Related Parties |
6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||
Transactions with Related Parties [Abstract] | |||||||||
Transactions with Related Parties |
3. Transactions with related parties
On November 29, 2021, the Company appointed DWM to provide management services to the vessels of the Company’s fleet pursuant to a management
agreement, under which each of the vessel-owning subsidiaries pays, for each vessel, an aggregate of 1.25% on hire and on freight of
the vessel’s gross income per month, plus either (i) $20,000 for each month that the vessel is employed or available for employment
or (ii) $10,000 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. Under the addenda on the management agreements, dated March 1, 2022, the fixed monthly management fee was amended to
(i) $18,500 for each month that the vessel is employed or available for employment or (ii) $9,250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. The management agreements, as amended, may be terminated by either party on three months’ prior written notice. DWM is deemed a related party to the Company on the basis that certain members of the Company’s board of directors also act as board of
directors’ members at DWM. Management fees charged by DWM for the six month period ended June 30, 2023, and 2022, amounted to $646
and $443, respectively. Of the management fees charged by DWM in the six month period ended June 30, 2023, and 2022, $531 and $341, respectively, are
included in “Management fees to related parties” and $115 and $102, respectively, are included in “Voyage expenses”, in the accompanying unaudited interim consolidated statements of comprehensive income/(loss). As at June 30, 2023 and
December 31, 2022, amounts of $66 and $5,
respectively, were due from DWM, included in “Due from a related party” in the accompanying consolidated balance sheets.
On November 29, 2021, the Company appointed Steamship to provide insurance, administrative and brokerage services pursuant to a
management agreement for insurance-related services, an administrative services agreement, and a brokerage services agreement. Under each vessel-owning subsidiary’s management agreement for insurance-related services with Steamship, the
vessel-owning subsidiary pays Steamship a fixed fee of either (i) $500 per month for each month that the vessel is employed or is
available for employment or (ii) $250 per month for each month that the vessel is laid-up and not available for employment for at
least 15 calendar days of such month. These management agreements may be terminated by either party on three months’ prior written notice. Under the administrative services agreement entered into between the Company and Steamship, the Company pays
Steamship a monthly fee of $10,000. This agreement may be terminated by either party on 30 days’ prior written notice. Under the brokerage services agreement, the Company pays Steamship 2.5% on the hire agreed per charter party for each vessel plus commission on the sale of vessels. Also, the Company paid Steamship a fixed monthly fee of $95,000 up to December 31, 2022, while, with effect from January 1, 2023, the fixed monthly fee was increased to $150,000 subject to the provisions of a new brokerage services agreement entered into with Steamship on March 7, 2023, whereas the remaining
agreement terms remained unaltered. The new brokerage services agreement has an initial term of twelve months commencing on January
1, 2023, and shall thereafter be automatically renewed for further periods of calendar year, unless terminated earlier on the
basis of any other provision contained therein. Steamship is deemed a related party to the Company on the basis that members of the Company’s board of directors also act
as board of directors’ members at Steamship. For the six month period ended June 30, 2023, and 2022, insurance and administrative management fees amounted to $75 and $70, respectively, and are included in “Management fees to related parties” in the
accompanying unaudited interim consolidated statements of comprehensive income/(loss). For the six month period ended June 30, 2023, and 2022, brokerage fees amounted to $1,131 and $774, respectively. Of the brokerage fees charged
by Steamship for the six month period ended June 30, 2023, and 2022, $900 and $570, respectively, are included in “General and administrative expenses” in the accompanying unaudited interim consolidated statements of comprehensive income/(loss). Of
the brokerage fees charged by Steamship for the six month period ended June 30, 2023, and 2022, $231 and $204 are included in “Voyage Expenses” in the accompanying unaudited interim consolidated statements of comprehensive income/(loss).
For the six month period ended June 30, 2023, and 2022, accrued performance bonuses of $99 and $
are included in “General and administrative
expenses” in the accompanying unaudited interim consolidated statements of comprehensive income/(loss). As of June 30, 2023, and December 31, 2022, there was an amount of $323 and $410, respectively, due to Steamship, presented in “Due
to related parties” in the accompanying consolidated balance sheets, regarding outstanding fees for the services provided under the agreements discussed above and also resulting from amounts paid by Steamship on behalf of OceanPal.
Acquisition of M/V Melia and issuance of 13,157 shares of Series D Preferred Stock: On February 1, 2023, pursuant to the exercise of a right of first refusal granted to the Company by DSI based on an
agreement dated November 8, 2021, the Company, through its new wholly-owned subsidiary, Fiji Shipping Company Inc., entered into a Memorandum of Agreement with DSI, as amended, to acquire the Panamax M/V Melia, for a purchase price of $14,000. Of the total purchase price, $4,000,
was paid in cash upon signing of the Memorandum of Agreement, and the remaining amount of $10,000 was paid upon delivery of the
vessel to the Company, on February 8, 2023, in the form of 13,157 shares of the Company’s Series D Preferred Stock (Note 6(e)). The
vessel cost was accounted for at $14,000, pursuant to the provisions of ASC 360, being the fair value of the consideration that the
Company contributed to acquire the vessel, including the fair value of the non-cash consideration, which was also the transaction price as per the respective Memorandum of Agreement. The Series D Preferred Stock has been recorded at a fair value of $10,000 determined through Level 2
inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of the transaction (Notes 6(e) and 8). The acquisition of the vessel was approved by a committee of independent members of the
Company’s Board of Directors.
As of June 30, 2023, following Company’s refusal to acquire one of the identified vessels and the acquisition of the M/V Melia in February 2023 and the M/V Baltimore in September 2022, three out of six identified vessels remained available for purchase by the Company pursuant to the
exercise of the right of first refusal under the agreement entered between the Company and DSI.
DSI declared a special stock dividend to all of its stockholders of record as of April 24, 2023, of all of the Company’s 13,157 shares of Series D Preferred Stock issued to DSI in connection with the acquisition of the M/V Melia. The dividend was paid on June 9, 2023.
For more information of this transaction, please refer to Note 6(e).
As of June 30, 2023 and December 31, 2022, there was no amount due to or from DSI, respectively.
On March 20, 2023, the Company issued 1,200
shares of its newly designated Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”), par value $0.01 per
share, to an affiliated company of its Chairperson, Mrs. Semiramis Paliou, for a purchase price of $35. The Series E Preferred Stock
votes with the common shares of the Company, and each share of the Series E Preferred Stock entitles the holder thereof to up to 25,000
votes on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the total number of votes entitled
to be cast on matters put to stockholders of the Company. The issuance of shares of Series E Preferred Stock to the Company’s Chairperson was approved by an independent committee of the Company’s Board of Directors, which received a fairness
opinion from an independent third party that the transaction was fair from a financial point of view to the Company (Note 6(f)).
|
Vessels, net |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net |
4. Vessels, net
The amounts reflected in “Vessels, net” in the accompanying consolidated balance sheets are analyzed as follows:
Vessel acquisition
During the six month period ended June 30, 2023, the Company concluded the acquisition of the M/V Melia (Note 3(c)). The vessel was delivered to the
Company on February 8, 2023.
Vessel improvements
Vessel improvements mainly relate to the implementation of ballast water treatment system and other works necessary for the vessels
to comply with new regulations and be able to navigate to additional ports. During the year/ period ended December 31, 2022, and June 30, 2023, the additions to vessels’ cost amounted to $694 and $44, respectively.
|
Commitments and Contingencies |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
5. Commitments and Contingencies
a) Various claims, suits, and complaints, including those involving government regulations and product liability, arise
in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance, and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost
of environmental and other liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. The Company’s vessels are covered for pollution in the amount of $1 billion per vessel per incident, by the P&I Association in which the Company’s vessels are entered. The Company’s vessels are subject to calls
payable to their P&I Association and may be subject to supplemental calls which are based on estimates of premium income and anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I
Association until the closing of the relevant policy year, which generally occurs within three years from the end of the policy year.
Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. The Company is not aware of any supplemental calls outstanding in respect of any policy year.
b) As at June 30, 2023, all the Company’s vessels were fixed under time charter agreements, considered as operating leases and accounted for as per the
provisions of ASC 842. The future minimum contracted revenues expected to be generated by the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as at June 30, 2023 and
until their expiration date falling within 2023, was estimated at $2,549.
|
Capital Stock and Changes in Capital Accounts |
6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||
Capital Stock and Changes in Capital Accounts [Abstract] | |||||||||||||
Capital Stock and Changes in Capital Accounts |
6. Capital Stock and Changes in Capital Accounts
Under the Company’s amended and restated articles of incorporation,
as of June 30, 2023, the Company’s authorized capital stock consisted of 1,000,000,000 shares of common stock, par value $0.01 per share, of which 3,549,484 issued and outstanding as at June 30, 2023, and
100,000,000 shares of preferred stock, par value $0.01 per share of which 1,000,000 are
designated as Series A Participating Preferred Stock, none of which were issued or outstanding as of June 30, 2023, 500,000 are designated as Series B Preferred Stock, of which were issued and outstanding as of June 30, 2023, 20,000 are designated as
Series C Preferred Stock, 10,991 of which were issued and outstanding as of June 30, 2023, 25,000 are designated as Series D Preferred Stock, 13,739 of which were issued and outstanding as of June 30, 2023, and 10,000 are designated
as Series E Preferred Stock, 1,200 of which were issued and outstanding as of June 30, 2023.
A discussion of the terms and rights of the Company’s previously
existing classes of capital stock and details of its previous changes in capital accounts can be found in Note 6 of the audited consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 Annual
Report on Form 20-F filed with the Securities and Exchange Commission on March 30, 2023. There have been no material changes to these in the
six month period ended June 30, 2023, except for as discussed below:
(i) Receipt of Nasdaq Notices and June Reverse Stock Split:
As of January 6, 2023, the Company’s common stock remained at $1.00 per share or higher for ten consecutive days. As such, on January
9, 2023, the Company received a letter from the Nasdaq Capital Market confirming that it regained compliance with the minimum bid price requirement. Further, on March 27, 2023, the Company received a written notification from Nasdaq
Capital Market indicating that because the closing bid price of the Company’s common shares for 32 consecutive business days, i.e., from February 8, 2023 to March 24, 2023, was below the minimum $1.00 per share bid price requirement for continued
listing on the Nasdaq, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to the Nasdaq Listing Rules, the applicable grace period to regain compliance was 180 days, or until September 25, 2023. On May 24, 2023, pursuant to shareholder approval granted on May 3, 2023 which authorized the Company’s Board of Directors to effect one or more reverse stock splits of its issued common shares, in the aggregate ratio of not more than
, with the exact ratio to be determined by the Board of Directors in its discretion, the Company’s board of directors
approved a reverse stock split of the Company’s common shares. The reverse stock split took effect and the Company’s
common shares began trading on a split-adjusted basis on Nasdaq, as of the opening of trading on June 8, 2023, under the existing trading symbol “OP”. As a result of this reverse stock split, on June 8, 2023, the number of the Company’s issued
and outstanding common shares was reduced from 25,183,996 to 1,259,135 with no change in the number of the Company’s authorized shares or the par value of the Company’s common stock. As of June 22, 2023, the Company’s common
stock has remained at $1.00 per share or higher for ten consecutive business days. As such, on June 23, 2023, the Company received a letter from the Nasdaq Capital Market confirming that it regained compliance with the minimum bid price
requirement.
(ii) February 2023 Registered Direct
Offering and Concurrent Private Placement:
On February 8, 2023, the Company closed a registered direct offering of 15,000,000 units, at a price of $1.01
per unit, with twenty units consisting of one share of the Company’s common stock and twenty Class B warrants exercisable for one share
of the Company’s common stock. The Company also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding common stock immediately following the consummation of the offering, the opportunity to purchase twenty prefunded warrants in lieu of one share of common stock. As a result of the above, on February 10, 2023, the Company issued and sold 15,000,000 units comprising of 615,000 shares of the Company’s common stock, 2,700,000 prefunded warrants to purchase
135,000 shares of common stock, and 15,000,000 Class B warrants to purchase 750,000 shares
of the Company’s common stock at a public offering price of $1.01 per unit.
The Company, concurrently with this transaction, also conducted a private placement of 15,000,000 additional unregistered at that time warrants to purchase up to an aggregate 750,000 shares of the Company’s common stock (Note 6(b)). On February 23, 2023, the Company filed with the SEC a resale registration agreement in Form F-1
regarding the registration of the private placement warrants in this transaction, which was declared effective on March 8, 2023.
The gross and net proceeds received in the February 2023 Registered Direct Offering and the Concurrent Private Placement, including
the proceeds from the exercise of the 2,700,000 prefunded warrants discussed above, amounted to $15,150 and $13,310,
respectively.
As discussed under 6(a)(ii) above, the Company, in
connection with the February 2023 Registered Direct Offering and the Concurrent Private Placement, issued 15,000,000 Class B
Warrants to purchase 750,000 common shares, 15,000,000 private placement warrants to purchase 750,000 common
shares, and 2,700,000 prefunded warrants to purchase 135,000 common shares. The prefunded warrants were exercisable at an exercise price of $0.20
per common share and were exercisable at any time after their original issuance date (i.e., February 10, 2023) until they were exercised in full. The Class B warrants and the private placement warrants have an exercise price of $20.20 per common share and are exercisable at any time after their original issuance up to the date that is five years after their original issue date, i.e. February 10, 2023. Alternatively, the holder of each private placement warrant, may elect
to exercise such warrants on a cashless basis at the rate of 0.75 common share per twenty warrants on or after the later of (i) the date the selling shareholders’ registration statement was declared effective, (ii) March 24, 2023, and (iii) the date
the aggregate cumulative trading volume of the Company’s common shares beginning on February 8, 2023 exceeds 60 million
shares. The latter of the above conditions was satisfied on June 8, 2023, and, as a result, from that date onwards holders of the private placement warrants could elect to exercise their warrants on an alternative cashless basis. The
Class B warrants and the private placement warrants also contain a cashless exercise provision, whereby, if at the time of exercise there is no effective registration statement registering those warrants for resale, then these warrants can be
exercised by means of a cashless exercise as per the mechanism prescribed in the respective warrants’ agreements. The Company may at any time during the term of its Class B warrants and private placement warrants reduce the then current
exercise price of each warrant to any amount and for any period of time deemed appropriate by the board of directors of the Company, subject to terms disclosed in the respective warrants’ agreements.
As of June 30, 2023, all of the 2,700,000 prefunded
warrants issued in the February 2023 Registered Direct Offering have been exercised. As of the same date, all the 15,000,000 Class B
warrants to purchase an aggregate 750,000 common shares remained available for exercise at an exercise price of $20.20 per common share. Further, during the six month period ended June 30, 2023, the Company received notices of alternative cashless exercises of
8,353,121 private placement warrants issued in the 2023 February Registered Direct Offering for 313,243 shares of common stock. As a result, as of June 30, 2023, 6,646,879 private placement warrants, exercisable at $20.20 per common
share remained available for the issuance of 332,343 common shares on a cash basis, or, alternatively, 249,257 common shares remained available for issuance on a cashless basis.
The Company in its assessment for the accounting of
the Class B warrants, private placement warrants, and the prefunded warrants issued in the February 2023 Registered Direct Offering and the Concurrent Private Placement, has taken into consideration the provisions enumerated under ASC 480
and ASC 815 (Note 2). With regards to the Class B warrants and the prefunded warrants, the Company determined that they are out of the scope of ASC 480 and, by further analyzing their key features, that classification in permanent equity is
appropriate and no features required bifurcation. In its assessment for the accounting treatment of the private placement warrants, the Company determined that the alternative cashless exercise of the private placement warrants precludes
them from being considered indexed to the Company’s stock. In this respect, the Company recorded the private placement warrants as noncurrent liabilities at their fair value under Warrants’ liability on the accompanying consolidated balance
sheet, with subsequent changes in their respective fair values recognized in line “Changes in fair value of warrants’ liability” in the accompanying unaudited interim consolidated statement of comprehensive income/(loss). Estimating fair values of liability-classified financial instruments requires the development of estimates that may, and are likely to, change over the
duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Because
liability-classified financial instruments are recorded at fair value, the Company’s financial results will reflect the volatility and changes in these estimates and assumptions until the respective liability is fully extinguished. As of
the date the Company completed the 2023 February registered direct offering and the concurrent private placement (i.e. February 10, 2023), the private placement warrants were valued using the Black-Scholes option pricing model at a fair
value of $7,504 in aggregate, while the remaining gross proceeds of the offering amounting to $7,619 (net proceeds of $6,706)
were allocated to common shares, prefunded warrants, and Class B warrants using the residual value method. Issuance costs amounting to $901
were expensed immediately using the pro rata method by taking into account the portion of the liability recorded at inception and are included in “Finance costs” in the accompanying unaudited interim consolidated statements of comprehensive
income/(loss). As of June 30, 2023, the Company received notices of alternative cashless exercises of 8,353,121 private placement warrants for 313,243 shares
of common stock and marked the warrants to their fair value at their respective settlement date and then settled the respective warrants’ liability aggregating to an amount of $760 with relevant transfers to par value ($3) and additional
paid-in-capital ($757) within the accompanying unaudited interim consolidated statement of stockholders’ equity. As of June 30,
2023, the Company revalued the 6,646,879 outstanding private placement warrants using the Black-Scholes option pricing model at a fair value of $409.
The gain of $6.34 million resulting from the change in the fair value of the warrants’ liability for the unexercised warrants and
the settlements of the warrants’ liability throughout the period was recorded as a change in fair value of the warrants’ liability and is presented in “Change in fair value of the warrants’ liability” in the accompanying unaudited interim
consolidated statements of comprehensive income/(loss). The private placement warrants’ fair value as of their settlement and initial and
subsequent measurement dates per discussion above, was determined through Level 2 inputs of the fair value hierarchy as determined by management. The Company weighed in the probability that such warrants are alternatively cashless exercised
for common shares in the fair value measurement of the private placement warrants, while the Black-Scholes option pricing model was applied under the following assumptions: (a) expected volatility (b) risk free rate (c) market value of common stock of, which was the current market price at each fair value measurement date. Fair value sensitivity is driven by the stock price at
the time of valuation and is limited in terms of the other parameters.
As of June 30, 2023, pursuant to the underwritten public offering completed in January 2022, 14,474,000 Class A warrants to purchase 72,370 shares of
common stock also remained available for exercise at an exercise price of $154 per common share.
The Series C Preferred Stock, with liquidation preference $1,000 per share, has no voting rights except (1) in respect of amendments to the articles of incorporation which would adversely alter the preferences, powers or rights of the Series
C Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Series C Preferred Stock are in arrears or any senior stock. Also, holders of Series C Preferred
Stock, rank prior to (i) the holders of common shares, (ii) if issued, any Series A Participating Preferred Stock, and any Series B Preferred Stock and (iii) any other class or series of capital stock established after their original
issuance date (i.e. November 29, 2021) with respect to dividends, distributions and payments upon liquidation. The Series C Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance which is payable on
the 15th day of January, April, July and October of each year at the dividend rate of 8.0% per annum, and is convertible into
common shares at the holders’ option commencing upon the first anniversary of the original issuance date, at a conversion price equal to the lesser of $1,300.00 (subject to change under anti-dilution provisions) and the 10-trading
day trailing VWAP of the common shares, or at any time after the issuance date (i.e. November 29, 2021) in case of any fundamental change (i.e. liquidation, change of control, dissolution or winding up of the affairs of the Company). The
Series C Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change, if the holder does not exercise its conversion right discussed above, and optionally redeemable at the option of the holder in case
of certain corporate events as defined in the statement of designation of the Series C Preferred Stock. The holder, however, is prohibited from converting the Series C Preferred Stock into common shares to the extent that, as a result of
such conversion, the holder (together with its affiliates) would beneficially own more than 49% of the total outstanding common
shares of the Company.
On April 15, 2023, 991 restricted shares of the 5,314 Company’s
Series C Preferred Stock awarded to executive management and non-executive directors under the 2021 Equity Incentive Plan were fully vested in accordance with the terms of the respective restricted stock award agreements.
As a result, as at June 30, 2023, the Company had 10,991 shares of Series C Preferred Stock issued and outstanding with par value of $0.01
per share, while as at June 30, 2023, additional 4,323 shares of Series C Preferred Stock awarded under the 2021 Equity
Incentive Plan remained unvested (Note 6(d)).
Dividend payments and declarations on Series C Preferred Stock: On January 17, 2023, pursuant to a dividend declared on December 27, 2022, the Company paid a quarterly dividend of $20 per share, or $240 in aggregate, on its outstanding 10,000 Series C
Preferred Stock and the 1,982 shares of Series C Preferred Stock awarded to executive management and non-executive directors on
April 15, 2022, for the period from October 15, 2022, up to and including January 14, 2023.
On April 17, 2023, pursuant to a
dividend declared on March 27, 2023, the Company paid a quarterly dividend of $20 per share, or $268 in the aggregate on i) the Company’s
outstanding 10,000 Series C Preferred Stock, ii) the 1,982 shares of Series C Preferred Stock awarded to executive management and non-executive directors on April 15, 2022, for the period from January 15, 2023 up to and including April 14, 2023, and iii) the 3,332 shares of Series C Preferred Stock awarded to executive management and non-executive directors on March 7, 2023, for the period from March 7,
2023 up to and including April 14, 2023.
On June 28, 2023, the Company’s board
of directors declared a dividend of $20 per share, or $307 in the aggregate, on the Company’s outstanding 10,991 Series C Preferred Stock and the 4,323 Series C Preferred Stock awarded to executive management and non-executive directors, pursuant to the Company’s amended and restated 2021 Equity
Incentive Plan, to Series C Preferred Stockholders of record date July 14, 2023, for the period from April 15, 2023 up to and
including July 14, 2023, payable on July 17, 2023 (Note 9(a)).
For the six month period ended June 30, 2022, dividends declared and dividends paid on Series C preferred stock amounted to $471 and $300, respectively.
On March 7, 2023, the Company’s Board of Directors approved the award and grant of 3,332 shares of Series C Preferred Stock to executive management and non-executive directors, pursuant to the Company’s amended and restated plan, for a fair value of $2,679, to vest over a service period of two years.
The fair value of the Series C Preferred Stock awarded on March 7, 2023, was determined through Level 2 inputs of the fair value hierarchy based on a valuation obtained from an independent third party for the purposes of the transaction (Note
8). As at June 30, 2023, 9,009 shares of Series C Preferred Stock remained reserved for issuance according to the Company’s
incentive plan.
For the six month period ended June 30, 2023, and 2022, compensation cost on restricted stock amounted to $819 and $158, respectively, and is included in “General and
administrative expenses” in the accompanying unaudited interim consolidated statements of comprehensive income/(loss). As at June 30, 2023, and December 31, 2022, the total unrecognized compensation cost relating to restricted share awards was
$2,882 and $1,022,
respectively. As at June 30, 2023 and December 31, 2022, the average period over which the total compensation cost related to non-vested restricted stock, was expected to be recognized, was 1.24 and 1.29 years, respectively. As of June 30, 2023, the
Series C Preferred Stock remain outside the scope of ASC 480, classified as permanent equity, while all features requiring bifurcation under ASC 815 at inception, were determined of de minimis value upon reassessment as of June 30, 2023.
The Series D Preferred Stock, with liquidation preference $1,000
per share, has no voting rights except (1) in respect of amendments to the articles of incorporation which would adversely alter the preferences, powers or rights of the Series D Preferred Stock or (2) in the event that the Company proposes
to issue any parity stock if the cumulative dividends payable on outstanding Series D Preferred Stock are in arrears or any senior stock. Also, holders of Series D Preferred Stock, rank equal to Series C Preferred Stock, prior to (i) the
holders of common shares, (ii) if issued, any Series A Participating Preferred Stock, and any Series B Preferred Stock and (iii) any other class or series of capital stock established after their original issuance date (September 21, 2022)
with respect to dividends, distributions and payments upon liquidation. The Series D Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance (i.e. September 21, 2022) which is payable on the 15th day of
January, April, July and October of each year at the dividend rate of 7.0% per annum, and is convertible into common shares at the
holders’ option at any time after the original issuance date, at a conversion price equal to the 10-trading day trailing VWAP of
the common shares. Series D Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change or in case of certain corporate events as defined in the statement of designation of the Series D Preferred Stock.
Holders of the Series D Preferred Stock, however, are prohibited from converting the Series D Preferred Stock into common shares to the extent that, as a result of such conversion, holders (together with their affiliates) would beneficially
own more than 49% of the total outstanding common shares of the Company.
As of June 30, 2023, the Series D Preferred Stock remain outside
the scope of ASC 480, classified as permanent equity, while all features requiring bifurcation under ASC 815 had de minimis value at inception and upon reassessment as
of June 20, 2023, while others were clearly and closely related to the host instrument thus no bifurcation was required.
(i) Issuance of 13,157 shares of Series D Preferred Stock and DSI special stock dividend: As discussed above under Note 3(c), as partial
consideration for the acquisition of the M/V Melia, the Company issued on February 8, 2023, 13,157 shares of Series D Preferred
Stock, with par value $0.01 per share, at a stated value of $1,000 per share with liquidation preference at $1,000 (i.e. $13,157 aggregate liquidation preference). The 13,157 Series D Preferred Stock issued has been recorded at inception at a fair value of $10,000 determined through Level 2 inputs of the fair value hierarchy based on a valuation obtained from an independent third party for the purposes of this transaction. The 13,157 Series D Preferred Stock were classified in permanent equity on their issuance date, as per the Company’s accounting policy.
DSI declared a special stock dividend to all of its stockholders of record as of April 24, 2023, of all of the Company’s 13,157 shares of Series D Preferred Stock issued to DSI in connection with the acquisition of the M/V Melia. The dividend was paid on June 9, 2023
(the “Melia Stock Dividend”). DSI offered to convert the shares of the Company’s Series D Preferred Stock into the Company’s shares of common stock on the M/V Melia Stock Dividend payment date and distributed the Company’s shares of common stock
to each of its common stockholders. DSI common stockholders, in their sole discretion, were given the opportunity to opt out, in whole but not in part, of the conversion of the shares of Series D Preferred Stock into the Company’s shares of
common stock and instead receive shares of Series D Preferred Stock in connection with the M/V Melia Stock Dividend. DSI’s stockholders electing to receive shares of the Company’s Series D Preferred Stock by opting out of the automatic conversion
received a number of shares of Series D Preferred Stock equal to such common stockholder’s pro-rata portion of all the shares of the Company’s Series D Preferred Stock, rounded down to the nearest whole number. Any fractional shares of the Series
D Preferred Stock that would otherwise be distributed were converted into shares of common stock of the Company at the applicable conversion rate and sold, and the net proceeds therefrom were delivered to such common stockholder. DSI’s common
stockholders receiving shares of common stock of the Company received the pro-rata number of shares of common stock of the Company to which they were entitled following conversion, rounded down to the nearest whole number, and any fractional
shares were aggregated and sold and the net proceeds thereof were delivered to DSI’s common stockholders. All of the fractional share calculations and the payment of cash in lieu thereof were determined at the stockholder nominee level.
Because the value the holders received upon conversion was not based on the price of the common shares and the Series D Preferred Stock settled by
providing the holders with a variable number of common shares with an aggregate fair value that equaled the stock instrument’s liquidation preference, the Company assessed that, for accounting purposes, such transaction should be considered
as a redemption of the Series D Preferred Stock, rather than conversion. As a result of the DSI M/V Melia Stock Dividend, 8,590 shares of Series D Preferred Stock of the Company were redeemed and 1,977,106 of the Company’s shares of common stock were issued as a result of such redemption and distributed to DSI stockholders,
whereas, remaining 4,567 shares of the Company’s Series D Preferred Stock in this
transaction were distributed to DSI stockholders. Following such partial redemption, as at June 30, 2023, the Company had 13,739
shares of Series D Preferred Stock issued and outstanding, which also includes the 9,172 Series D Preferred Stock issued and
outstanding as of December 31, 2022. The redemption rate which was utilized in connection with the distribution of the Series D Preferred Stock was based on the 10-day trailing VWAP of the Company’s common stock as of the election deadline date (i.e. May 25, 2023) in accordance with the Series D Preferred Stock statement of designation terms. The Company’s valuation
determined that the redemption on June 9, 2023 of 8,590 Series D Preferred Stock for the issuance of 1,977,106 of the Company’s common shares resulted in an excess fair value of the shares of common stock of $154, as compared to the carrying value of the Series D Preferred Stock redeemed, that was transferred from the Series D Preferred Stock holders to
the common holders on the measurement date (i.e. June 9, 2023), and thus this value represented a deemed dividend to the common stock holders, that was deducted from the net income to arrive at the net income available to common stockholders
(Note 7). The fair value of the common shares issued on the measurement date of $6,683 was determined through Level 1 inputs of the
fair value hierarchy (quoted market price on the date of the redemption of the Series D Preferred Stock for issuance of common stock).
(ii) Dividend payments and declarations on
Series D Preferred Stock: On January 17, 2023, the Company declared and paid a quarterly dividend of $17.5 per share on its then outstanding 9,172
Series D Preferred Stock, amounting to $161, for the period from October 15, 2022, up to and including January 14, 2023.
On April 17, 2023, the Company
declared and paid a quarterly dividend of $17.5 per share or $327 in the aggregate on i) the Company’s previously outstanding Series D Preferred Stock (9,172
shares) for the period from January 15, 2023 up to and including April 14, 2023, and ii) the 13,157 shares of Series D Preferred
Stock issued in connection with the acquisition of M/V Melia, for the period from February 8, 2023 up to and including April 14, 2023.
On June 30, 2023, the Company
declared a dividend of $17.5 per share, or $240 in the aggregate, on the Company’s outstanding 13,739 shares of Series D Preferred Stock to
Series D Preferred Stockholders of record date July 14, 2023, for the period from April 15, 2023 up to and including July 14, 2023,
payable on July 17, 2023 (Note 9 (a)).
No dividends were
declared and/or paid on the Series D Preferred Stock during the six months ended June 30, 2022.
As discussed under Note 3(d) above, on March 20, 2023, the Company issued 1,200 shares of its newly designated Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”), par value $0.01 per share, to an affiliated entity to the Company’s chairperson for a purchase price of $35. The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the common shares of the Company, and each share of the Series E Preferred Stock entitles the
holder thereof to up to 25,000 votes, on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the total number of votes entitled to be cast on matters put to stockholders of the Company. The Series E Preferred Stock is convertible, at
the election of the holder, in whole or in part, into shares of the Company’s common stock at a conversion price equal to the 10-trading
day trailing VWAP of the Company’s common stock, subject to certain adjustments, at any time after (i) the cancellation of all of the Company’s Series B Preferred Stock or (ii) the transfer for all of the Company’s Series B Preferred Stock
(collectively a “Series B Event”). The 15% limitation discussed above shall terminate upon the occurrence of a Series B Event. The
Series E Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons or entities, with the Company’s prior consent.
The Company followed the provisions of ASC 480 “Distinguishing liabilities from equity” in order to assess the classification of
the Series E Preferred Stock as well as that of their embedded features and determined that the Series E Preferred Stock should be classified as permanent equity. In particular, the Company assessed that certain of the aforementioned
embedded features requiring bifurcation under ASC 815 had de minimis value at inception and in each subsequent measurement date, while other fell under the scope exceptions from derivative accounting, thus no bifurcation was required.
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Earnings/(Loss) per Share |
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Earnings/(Loss) per Share |
7. Earnings/(Loss) per Share
All common stock issued (including any restricted shares issued under the Company’s equity incentive plan, or else) are the Company’s common stock
and have equal rights to vote and participate in dividends, subject to forfeiture provisions as set forth in the respective stock award agreements, as applicable. Furthermore, the Class A warrants are entitled to receive dividends which are not
refundable, and therefore are considered participating securities for basic earnings per share calculation purposes. The Class A warrants do not participate in losses. For the six month period ended June 30, 2023, the Company declared and paid
aggregate cash dividends on its Series C preferred stock of $575 and $508, respectively. With regards to the Series D preferred stock, during the six month period ended June 30, 2023, the Company declared and paid aggregate cash dividends of
$592 and $487,
respectively, which excludes any amounts accrued in prior periods, as applicable. Also, during the six month period ended June 30, 2023 and in connection with the M/V Melia Stock Dividend, the Company recorded a deemed dividend amounting to $154. No dividends were declared on the Company’s common stock and its Class A warrants during the six month period ended June 30, 2023. For the six month period
ended June 30, 2022, dividends declared and dividends paid on Series C preferred stock amounted to $471 and $300, respectively. Further, for the six month period
ended June 30, 2022, the Company declared and paid aggregate cash dividends to its common and Class A warrants’ holders of $1,790
and $868, respectively.
For the six months ended June 30, 2023, the calculation of basic loss per share does not treat the non-vested shares (considered non-participating
securities) as outstanding until the time/service-based vesting restrictions have lapsed. The dilutive effect, if any, of the Company’s share-based compensation arrangements (following assumed conversion of the Series C preferred stock to
common under the “if converted method”) and the Class A, Class B, and private placement warrants, is computed using the treasury stock method, which assumes that the “proceeds” upon exercise of these awards or warrants are used to purchase
common shares at the average market price for the period. The dilutive effect, if any, from the conversion of outstanding Series C and Series D preferred stock is calculated with the “if converted” method, to the extent that such conversion
would not result in beneficial ownership by the preferred stockholders of more than 49% of the total outstanding common shares of
the Company, in accordance with the terms of the respective agreements governing the Series C and Series D preferred stock. The dilutive effect, if any, from the conversion of outstanding Series E preferred stock is calculated with the “if
converted” method, to the extent the contingencies triggering such conversion are satisfied by the end of the reporting period (Note 6(f)). Incremental shares are the number of shares assumed issued under the i) treasury stock method and the
ii) “if converted” method weighted for the periods the non-vested shares, warrants and convertible preferred stock were outstanding. For the six months ended June 30, 2023, the computation of diluted earnings per share reflects the potential
dilution resulting from the exercise of the private placement warrants (either exercised during the period end or outstanding as of the period end) using the treasury stock method which resulted in 42,357 common shares. During the six months ended June 30, 2023, no
incremental shares were calculated from the application of the treasury stock method for i) the Class A warrants, Class B warrants and ii) the share-based compensation arrangements (following assumed conversion of the Series C Preferred Stock
to common under the “if converted” method) and the “if converted” method for the Series C and Series D preferred stock, because to do so would be anti-dilutive. Further, during the six months ended June 30, 2022, no incremental shares were calculated from the application of
the treasury stock method for i) the Class A warrants and ii) the share-based compensation arrangements (following assumed conversion of Series C preferred stock to common under the “if converted method”) and the “if converted” method for the
Series C convertible preferred stock as the Company incurred losses and the effect of such shares was anti-dilutive. In addition, for the six months ended June 30, 2023, the Company has not applied the if converted method to the Series E
preferred stock, since none of the contingencies triggering such conversion were satisfied as of June 30, 2023.
Also, net income in each period is adjusted by the amount of dividends declared and/or accumulated on the Series C and D preferred stock, deemed
dividend on Series D preferred stock in connection with partial redemption, dividends on Class A warrants and undistributed earnings on Class A Warrants, as applicable in each period, as follows:
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Financial Instruments and Fair Value Disclosures |
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Financial Instruments and Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments and Fair Value Disclosures |
8. Financial Instruments and Fair Value Disclosures
Concentration
of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist
principally of cash and cash equivalents, trade accounts receivable and amounts due from related parties. The ability and willingness of each of the Company’s counterparties to perform their obligations under a contract depend upon several
factors that are beyond the Company’s control and may include, among other things, general economic conditions, the state of the capital markets, the condition of the shipping industry and charter hire rates. The Company’s credit risk with
financial institutions is limited as it has temporary cash investments, consisting mostly of deposits, placed with various qualified financial institutions and performs periodic evaluations of the relative credit standing of those financial
institutions. The Company limits its credit risk with accounts receivable and related parties by performing ongoing credit evaluations of these counterparties’ financial condition and by receiving payments of hire in advance. The Company,
generally, does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk.
For the six months ended June 30, 2023 and 2022, charterers that individually accounted for 10% or more of the Company’s time charter revenues were
as follows:
The maximum aggregate amount of loss due to credit risk that the Company would incur if the aforementioned charterers failed completely to perform
according to the terms of the relevant time charter parties, amounted to $1,638 as of June 30, 2023.
Fair value of assets, liabilities and equity instruments classified in stockholders’ equity:
The principal financial assets of the Company consist of cash at banks, accounts receivable, trade and amounts due from related party(ies). The
principal financial liabilities of the Company consist of accounts payable, trade and other, amounts due to related party(ies) and warrants’ liability.
Cash and cash equivalents, accounts
receivable, amounts due from related party/(ies) and accounts payable: The carrying values reported in the accompanying consolidated balance sheets for
those financial instruments are reasonable estimates of their fair values due to their short-term maturity nature. The carrying value of these instruments is separately reflected in the accompanying unaudited interim consolidated balance
sheets.
Warrants’ liability: Private placement warrants classified as liabilities are initially recorded at fair value on their issuance date and subsequent settlement dates (non-recurring
fair value measurement) and remeasured at each balance sheet date with the offsetting adjustments recorded in “Change in fair value of warrant liability” within the consolidated statements of comprehensive income/(loss) (recurring fair value measurement). The fair value of the private placement warrants at issuance date (i.e., February 10, 2023), subsequent partial
settlement dates (as set forth below) and subsequently as at June 30, 2023, has been determined through Level 2 inputs of the fair value hierarchy (Note 6(b)).
The recurring and non-recurring fair value measurements related to the warrants’ liability during the six months ended June 30,
2023, were as follows:
Recurring fair value measurement (warrants’ liability subsequent measurement date):
Non-recurring fair value measurements (warrants’ liability initial measurement and subsequent settlement
dates):
Equity instruments classified in stockholders’ equity:
On February 8, 2023, the Company concluded the acquisition of the M/V Melia from DSI. The non-cash consideration part of the total purchase price
that was paid in the form of 13,157 shares of Series D Preferred Stock as of the vessel acquisition date, has been recorded at a fair
value of $10,000 determined through Level 2 inputs of the fair value hierarchy based on valuation obtained by an independent third
party for the purposes of this transaction (Notes 3(c) and 6(e)) (non-recurring fair value measurement).
On March 7, 2023, the Company’s Board of Directors approved the award and grant of 3,332 shares of Series C Preferred Stock to executive management and non-executive directors, pursuant to the Company’s amended and restated 2021 Equity Incentive
Plan. The fair value of this restricted stock award amounted to $2,679, determined through Level 2
inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of this transaction (Note 6(d)) (non-recurring fair
value measurement).
The fair values of the above instruments as of the measurement dates were based on the present values of the future cash outflows
derived from dividends payable under each equity instrument, assuming the instruments are held in perpetuity since conversion under fixed or variable conversion price at any time would reasonably result in lower returns for a market participant
taking into consideration the Company’s market price, outstanding common stock and instruments issuable upon conversion at the measurement dates. The Company applied discount factors in the range of 12.5%-13.0%, and risk-free rates in the range of 3.0%-3.5% for the valuation of the
instruments discussed above.
|
Subsequent Events |
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||
Subsequent Events [Abstract] | |||||||
Subsequent Events |
9. Subsequent Events
On July 17, 2023, the Company paid
a dividend of $307 in the aggregate on the Company’s outstanding 10,991 Series C Preferred Stock and the 4,323 Series C Preferred Stock
awarded to executive management and non-executive directors, pursuant to the Company’s amended and restated 2021 Equity Incentive Plan, to Series C Preferred Stockholders of record date July 14, 2023, for the period from April 15, 2023 up to and including July 14, 2023.
On July 17, 2023, the Company also
paid a dividend of $240 in the aggregate on the Company’s outstanding 13,739 shares of Series D Preferred Stock to Series D Preferred Stockholders of record date July 14, 2023, for the period from April 15, 2023 up to and including July 14, 2023.
During the period from July 1, 2023, to September 8,
2023, the Company received notices of alternative cashless exercises for 4,646,879 private placement warrants issued in the
2023 February Registered Direct Offering for 174,258 shares of common stock. As a result of the abovementioned exercises, as
of September 8, 2023, 2,000,000 private placement warrants, exercisable at $20.20 per common share remained available for the issuance of 100,000
common shares on a cash basis, or, alternatively, 75,000 common shares remained available for issuance on a cashless basis.
On August 29, 2023, the Company agreed to become a strategic partner and invest in a Norwegian entity, RFSea Infrastructure
II AS, that will construct, at Wuhu Shipyard Co., Ltd. (China), under two separate newbuilding contracts, two 6,600 dwt
methanol-ready, stainless steel chemical tankers with expected deliveries during the fourth quarter of 2025 and the first quarter of 2026, respectively. As a result of entering this transaction, the Company has committed to this
investment the aggregate amount of $4.13 million, which are expected to be paid in three equal instalments of $1.38 each in September
2023, late 2024, and early 2025, respectively.
|
Significant Accounting Policies - Recent Accounting Pronouncements (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Significant Accounting Policies - Recent Accounting Pronouncements [Abstract] | |
Distinguishing Liabilities from Equity |
Distinguishing
liabilities from equity: The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the
classification of certain freestanding financial instruments as either liabilities or equity. In its assessment, the Company analyzes key features of these financial instruments to determine whether they are more akin to equity or to debt. It
then identifies any embedded features in those instruments and examines whether the identified embedded features fall under the definition of a derivative according to the provisions of ASC 815 or whether those features require bifurcation
(other than those with de minimis value) or affect classification in permanent equity. Financial instruments meeting the classification of liability are initially measured at fair value and are subsequently remeasured at each balance sheet
date with the offsetting adjustments recorded within the consolidated statements of comprehensive income/(loss). Upon settlement or
termination, instruments classified as liabilities at fair value are marked to their fair value at the settlement date and then the liability gets settled. The Company values its instruments classified as liabilities using either the
Black-Scholes option pricing model or other acceptable valuation models, including the binominal option pricing model.
|
New Accounting Pronouncements - Not Yet Adopted |
New Accounting Pronouncements - Not Yet Adopted
There are no recent accounting pronouncements, the adoption of which is expected to have a material impact on the Company’s unaudited interim
consolidated financial statements and related disclosures in the current or any future periods.
|
Vessels, net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, Net |
The amounts reflected in “Vessels, net” in the accompanying consolidated balance sheets are analyzed as follows:
|
Earnings/(Loss) per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings/(Loss) per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings/(Loss) per Share |
|
Financial Instruments and Fair Value Disclosures (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||
Financial Instruments and Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||
Revenue from Charterers |
For the six months ended June 30, 2023 and 2022, charterers that individually accounted for 10% or more of the Company’s time charter revenues were
as follows:
|
Basis of Presentation and General Information (Details) |
Jun. 08, 2023 |
May 03, 2023 |
Dec. 22, 2022 |
Jun. 30, 2023
$ / shares
shares
|
Jun. 07, 2023
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
Apr. 14, 2021
$ / shares
shares
|
---|---|---|---|---|---|---|---|
Basis of Presentation and General Information [Abstract] | |||||||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Reverse stock split ratio | 0.05 | 0.05 | 0.1 |
Vessels, net (Details) - USD ($) $ in Thousands |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
|
Net Book Value [Abstract] | ||
Beginning balance | $ 63,672 | |
Ending balance | 73,964 | $ 63,672 |
Vessels [Member] | ||
Vessel Cost [Abstract] | ||
Beginning balance | 68,776 | |
Vessel acquisition | 14,054 | |
Additions for improvements | 44 | 694 |
Ending balance | 82,874 | 68,776 |
Accumulated Depreciation [Abstract] | ||
Beginning balance | (5,104) | |
Depreciation for the period | (3,806) | |
Ending balance | (8,910) | (5,104) |
Net Book Value [Abstract] | ||
Beginning balance | 63,672 | |
Vessel acquisition | 14,054 | |
Additions for improvements | 44 | 694 |
Depreciation for the period | (3,806) | |
Ending balance | $ 73,964 | $ 63,672 |
Commitments and Contingencies (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2023
USD ($)
| |
Commitments and Contingencies [Abstract] | |
Pollution coverage per vessel per incident | $ 1,000,000 |
Closing period for relevant insurance policy year | 3 years |
Non-cancelable time charter contract revenues within 2023 | $ 2,549 |
Capital Stock and Changes in Capital Accounts, Series E Preferred Stock (Details) $ / shares in Units, $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Mar. 20, 2023
USD ($)
$ / shares
shares
|
Jun. 30, 2023
USD ($)
Vote
$ / shares
|
Jun. 07, 2023
$ / shares
|
Dec. 31, 2022
$ / shares
|
|
Preferred Stock [Abstract] | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Series E Preferred Stock [Member] | ||||
Preferred Stock [Abstract] | ||||
Shares issued (in shares) | shares | 1,200 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||
Issuance of stock | $ | $ 35 | |||
Consecutive trading day period | 10 days | |||
Series E Preferred Stock [Member] | Maximum [Member] | ||||
Preferred Stock [Abstract] | ||||
Number of votes per share | Vote | 25,000 | |||
Percentage of total number of votes | 15.00% | |||
Series E Preferred Stock [Member] | Affiliated Company of Chairperson, Mrs. Semiramis Paliou [Member] | ||||
Preferred Stock [Abstract] | ||||
Shares issued (in shares) | shares | 1,200 | |||
Issuance of stock | $ | $ 35 |
1 Year OceanPal Chart |
1 Month OceanPal Chart |
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