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What changed in Okeanis Eco Tankers Corp.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Okeanis Eco Tankers Corp.'s 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+562 added−629 removedSource: 20-F (2025-03-31) vs 20-F (2024-04-30)

Top changes in Okeanis Eco Tankers Corp.'s 2024 20-F

562 paragraphs added · 629 removed · 397 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

173 edited+60 added−186 removed271 unchanged
Biggest changeIncreasing regulation as well as scrutiny and changing expectations from investors, lenders, and other market participants with respect to our Environmental, Social, and Governance, or ESG, policies may impose additional costs on us or expose us to additional risks. Companies across all industries are facing increasing scrutiny relating to their ESG policies.
Biggest changeOur payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, operating results, and financial condition. 28 Table of Contents We may be subject to increasing regulation as well as scrutiny and changing expectations from investors, lenders, and other market participants with respect to our Environmental, Social, and Governance, or ESG, and CSRD policies.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Business,” “Risks Relating to Our Common Shares,” and “Risks Relating to Our Relationship with Our Technical Manager and its Affiliates” and should be carefully considered, together with other information in this Annual Report on Form 20-F before making an investment decision regarding our common stock. ● General tanker market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and need and demand for vessels and for crude oil or refined oil products; ● General economic, political and business conditions and disruptions, including sanctions, public health, piracy, terrorist attacks and other measures; ● Global economic conditions and disruptions in world financial markets, and the resulting governmental action; 1 Table of Contents ● Compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations; ● Changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities; ● Inherent operational risks, weather damage, inspection procedures, and import and export controls of the tanker industry; ● Reliance on information systems and potential security breaches; ● Our continued borrowing availability under our credit facilities and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; ● Our use of available funds, and the banks in which such funds are held; ● Capital expenditures and other costs necessary to operate and maintain our vessels; ● Our dependence on a limited number of customers for a large part of our revenue; ● Our dependence on our charterers and other counterparties fulfilling their obligations; ● Our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; ● Delays or defaults by the shipyards in the construction of newbuildings, or defaults in construction; ● Our ability to successfully and profitably employ our vessels; ● Our executive officers not devoting all of their time to our business; ● Labor interruptions; ● Conducting substantial business in China; ● Our revenues being derived substantially from the crude oil tanker segment; ● Increases in operating costs, including rising fuel prices; ● The aging of our fleet and vessel replacement; ● One or more of our vessels becoming unavailable or going off-hire; ● Potential increased premium payments from protection and indemnity associations; ● Technological innovation and quality and efficiency requirements from our customers; ● Fluctuations in foreign currency exchange and interest rates, and risks relating to hedging activities; ● Fraud, fraudulent and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; ● Arrest or requisition of our vessels; ● Effects of U.S. federal tax on us and our shareholders; ● Increased cost, time and effort for being listed on the NYSE and the Oslo Børs, including compliance initiatives, internal controls and corporate governance practices and policies; 2 Table of Contents ● Volatility in the price of our common shares and dilution of shareholders; ● Our ability to pay dividends; ● Compliance with economic substance requirements; ● Potential conflicts of interest involving our significant shareholders and involving KMC; ● Our dependence on KMC; ● Other factors that may affect our financial condition, liquidity, results of operations, and ability to pay dividends; and ● Other risk factors discussed under “Item 3.D.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Business,” “Risks Relating to Our Common Shares,” and “Risks Relating to Our Relationship with Our Technical Manager and its Affiliates” and should be carefully considered, together with other information in this Annual Report on Form 20-F before making an investment decision regarding our common stock. ● General tanker market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and need and demand for vessels and for crude oil or refined oil products; ● General economic, political and business conditions and disruptions, including sanctions, public health, piracy, terrorist attacks and other measures; ● Global economic conditions and disruptions in world financial markets, and the resulting governmental action; 1 Table of Contents ● Compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations; ● Changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities; ● Inherent operational risks, weather damage, inspection procedures, and import and export controls of the tanker industry; ● Reliance on information systems and potential security breaches; ● Our continued borrowing availability under our credit facilities and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities; ● Our use of available funds, and the banks in which such funds are held; ● Capital expenditures and other costs necessary to operate and maintain our vessels; ● Our dependence on a limited number of customers for a large part of our revenue; ● Our dependence on our charterers and other counterparties fulfilling their obligations; ● Our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff; ● Delays or defaults by the shipyards in the construction of newbuildings, or defaults in construction; ● Our ability to successfully and profitably employ our vessels; ● Our executive officers not devoting all of their time to our business; ● Labor interruptions; ● Conducting substantial business in China; ● Our revenues being derived substantially from the crude oil tanker segment; ● Increases in operating costs; ● Rising fuel prices; ● The aging of our fleet and vessel replacement; ● One or more of our vessels becoming unavailable or going off-hire; ● Potential increased premium payments from protection and indemnity associations; ● Technological innovation and quality and efficiency requirements from our customers; ● Fluctuations in foreign currency exchange and interest rates, and risks relating to hedging activities; ● Fraud, fraudulent and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; ● Arrest or requisition of our vessels; ● Effects of U.S. federal tax on us and our shareholders; 2 Table of Contents ● Increased cost, time and effort for being listed on the NYSE and the Oslo Børs, including compliance initiatives, internal controls and corporate governance practices and policies; ● Volatility in the price of our common shares and dilution of shareholders; ● Our ability to pay dividends; ● Compliance with economic substance requirements; ● Potential conflicts of interest involving our significant shareholders and involving KMC; ● Our dependence on KMC; ● Other factors that may affect our financial condition, liquidity, operating results, and ability to pay dividends; and ● Other risk factors discussed under “Item 3.D.
In addition, although the emissions of greenhouse gases from international shipping currently are not currently subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions.
In addition, although the emissions of greenhouse gases from international shipping are not currently subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions.
Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps. We carry insurance for all vessels we acquire against those types of risks commonly insured against by vessel owners and operators.
Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps. We carry insurance for all vessels we acquire against those types of risks commonly insured by vessel owners and operators.
The closure of ports, rerouting of vessels, damage of production facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, results of operations and financial condition. 11 Table of Contents Our vessels, or vessels we may acquire, may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected drydocking costs.
The closure of ports, rerouting of vessels, damage of production facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, operating results and financial condition. 11 Table of Contents Our vessels, or vessels we may acquire, may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected drydocking costs.
Companies which do not adapt to or comply with investor, lender, or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
Companies that do not adapt to or comply with investor, lender, or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
An increase in SOFR, including as a result of the interest rate increases effected by the United States Federal Reserve and the United States Federal Reserve’s recent hike of U.S. interest rates in response to rising inflation, would affect the amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends.
An increase in SOFR, including as a result of the interest rate increases effected by the United States Federal Reserve and the United States Federal Reserve’s hike of U.S. interest rates in response to rising inflation, would affect the amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends.
A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to make cash distributions. Our operating results are subject to seasonal fluctuations.
A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, operating results, cash flows, financial condition, and ability to make cash distributions. Our operating results are subject to seasonal fluctuations.
A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is, therefore, entitled to cancel the charterparty, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.
A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is, therefore, entitled to cancel the charterparty, a claim that we would likely dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us.
If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, and financial condition will be materially and adversely affected. Any reserves set aside for vessel replacement may not be available for dividends. Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire.
If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, operating results, and financial condition will be materially and adversely affected. Any reserves set aside for vessel replacement may not be available for dividends. Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire.
These costs could have a material adverse effect on our business, results of operations, cash flows, and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions, or the suspension or termination of our operations.
These costs could have a material adverse effect on our business, operating results, cash flows, and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions, or the suspension or termination of our operations.
We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition, and available cash may be adversely affected by changing economic, political, and governmental conditions in the countries and regions where our vessels, or vessels we may acquire, are employed or registered.
We conduct most of our operations outside of the United States, and our business, operating results, cash flows, financial condition, and available cash may be adversely affected by changing economic, political, and governmental conditions in the countries and regions where our vessels, or vessels we may acquire, are employed or registered.
More recently, the war between Israel and Hamas has resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea. Such circumstances have had and could in the future result in adverse consequences for the tanker industry.
More recently, the war between Israel and Hamas and others in the Middle East has resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea. Such circumstances have had and could in the future result in adverse consequences for the tanker industry.
The world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia and between Israel and Hamas, tensions in and around the Red Sea and between Russia and NATO, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, and in other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the recent Silicon Valley Bank, Signature Bank and First Republic Bank failures.
The world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia and between Israel and Hamas and others in the Middle East , tensions in and around the Red Sea and between Russia and NATO, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, and in other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the Silicon Valley Bank, Signature Bank and First Republic Bank failures.
Beginning in February of 2022, President Biden and several European leaders also announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which have continued to expand over the past year and which may adversely impact our business.
Beginning in February 2022, President Biden and several European leaders also announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which have continued to expand over the past year and which may adversely impact our business.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, and curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business.
Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, and curtailment of operations in certain jurisdictions, and might adversely affect our business, operating results or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business.
Inflation could have an adverse impact on our business, financial condition and results of operations, both directly through the increase of the operating costs of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth.
Inflation could have an adverse impact on our business, financial condition and operating results, both directly through the increase of the operating costs of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth.
The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time.
The U.S. and EU sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time.
In July 2023, the SEC adopted rules requiring the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices. A failure to disclosure could result in the imposition of injunctions, fines and other penalties by the SEC.
In July 2023, the SEC adopted rules requiring the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices. A failure to disclose could result in the imposition of injunctions, fines and other penalties by the SEC.
In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer.
In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and operating results to suffer.
A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations, our ability to pay dividends, and our compliance with current or future covenants with respect to any of our financing arrangements. 5 Table of Contents An over-supply of oil tankers as well as the uncertainty surrounding the impact of the sanctions on Russian exports of crude oil and petroleum products has already resulted in an increase in oil tanker charter hire rate volatility.
A reduction in charter rates and the value of our vessels may have a material adverse effect on our operating results, our ability to pay dividends, and our compliance with current or future covenants with respect to any of our financing arrangements. 5 Table of Contents An over-supply of oil tankers as well as the uncertainty surrounding the impact of the sanctions on Russian exports of crude oil and petroleum products has already resulted in an increase in oil tanker charter hire rate volatility.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas, Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as the withdrawal of the U.K. from the European Union, or “Brexit”, or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas and Hezbollah , Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, the United States and Venezuela, and the United States and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as the withdrawal of the U.K. from the European Union, or “Brexit”, or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or vessels we may acquire, or an increase in cost or unavailability of insurance for our vessels, or vessels we may acquire, could have a material adverse impact on our business, results of operations, cash flows, financial condition, and ability to pay dividends and may result in loss of revenues, increased costs, and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
In addition, any detention hijacking as a result of an act of piracy against our vessels, or vessels we may acquire, or an increase in cost or unavailability of insurance for our vessels, or vessels we may acquire, could have a material adverse impact on our business, operating results, cash flows, financial condition, and ability to pay dividends and may result in loss of revenues, increased costs, and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, or vessels we may acquire, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, or vessels we may acquire, and the resale value of our vessels, or vessels we may acquire, could significantly decrease, which may have a material adverse effect on our future performance, results of operations, cash flows, and financial position.
If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, or vessels we may acquire, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, or vessels we may acquire, and the resale value of our vessels, or vessels we may acquire, could significantly decrease, which may have a material adverse effect on our future performance, operating results, cash flows, and financial position.
The ETS is to apply gradually over the period from 2024 to 2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowances would have to be surrendered in 2027 for the year 2026.
The ETS is to apply gradually over the period from 2024 to 2026. 40% of allowances will have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowances would have to be surrendered in 2027 for the year 2026.
Moreover, an economic slowdown in the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere. 17 Table of Contents In addition, although largely alleviated, concerns regarding the possibility of sovereign debt defaults by European Union member countries, including Greece, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the United States, and other parts of the world.
Moreover, an economic slowdown in the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere. 17 Table of Contents In addition, although largely alleviated, concerns regarding the possibility of sovereign debt defaults by European Union member countries, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the United States, and other parts of the world.
While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws in 2023, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent.
While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws in 2024, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent.
Furthermore, our insurers and we may be prohibited from posting or otherwise be unable to post security in respect of any incident in such locations or countries or as a result of trading with such persons, resulting in the loss of use of the relevant vessel and negative publicity for our Company which could negatively impact our business, results of operations, cash flows and stock price.
Furthermore, our insurers and we may be prohibited from posting or otherwise be unable to post security in respect of any incident in such locations or countries or as a result of trading with such persons, resulting in the loss of use of the relevant vessel and negative publicity for our Company which could negatively impact our business, operating results, cash flows and stock price.
Market conditions have been volatile in recent years and continued volatility may reduce demand for transportation of oil over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends, and existing contractual obligations. Decreases in shipments of crude oil may occur.
Market conditions have been volatile in recent years and continued volatility may reduce demand for transportation of oil over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, operating results, cash flows, ability to pay dividends, and existing contractual obligations. Decreases in shipments of crude oil may occur.
The continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy, or nuclear energy, which shift appears to be accelerating as a result of a shift in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows, and financial position.
The continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy, or nuclear energy, which shift appears to be accelerating as a result of a shift in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, operating results, cash flows, and financial position.
Factors that influence demand for tanker vessel capacity include: ● supply and demand for oil carried; ● changes in oil production; ● oil prices; 3 Table of Contents ● the distance required for oil being moved by sea; ● any restrictions on crude oil production imposed by OPEC and non-OPEC oil producing countries; ● global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts, and work stoppages; ● increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; ● worldwide and regional availability of refining capacity and inventories; ● environmental and other legal and regulatory developments; ● economic slowdowns caused by public health events, such as the COVID-19 pandemic and its variants, or inflationary pressures and related governmental responses thereto; ● currency exchange rates; ● weather, natural disasters, and other acts of God; ● increased use of renewable and alternative sources of energy; ● competition from alternative sources of energy, other shipping companies, and other modes of transportation; and ● international sanctions, embargoes, import and export restrictions, nationalizations, piracy, and wars or other conflicts, including the war in Ukraine and between Israel and Hamas and the Houthi crisis in and around the Red Sea.
Factors that influence demand for tanker vessel capacity include: ● supply and demand for oil carried; ● changes in oil production; ● oil prices; 3 Table of Contents ● the distance required for oil being moved by sea; ● any restrictions on crude oil production imposed by OPEC and non-OPEC oil producing countries; ● global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts, and work stoppages; ● increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; ● worldwide and regional availability of refining capacity and inventories; ● environmental and other legal and regulatory developments; ● economic slowdowns caused by public health events, such as the COVID-19 pandemic and its variants, or inflationary pressures and related governmental responses thereto; ● currency exchange rates; ● weather, natural disasters, and other acts of God; ● increased use of renewable and alternative sources of energy; ● competition from alternative sources of energy, other shipping companies, and other modes of transportation; and ● international sanctions, embargoes, import and export restrictions, nationalizations, piracy, and wars or other conflicts, including the war in Ukraine and between Israel and Hamas and others in the Middle East, the Houthi crisis in and around the Red Sea, and tensions between China and Taiwan.
If this volatility persists, we may not be able to find profitable charters for our vessels, or vessels we may acquire, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, our ability to pay dividends and our compliance with current or future covenants with respect to any of our financing arrangements.
If this volatility persists, we may not be able to find profitable charters for our vessels, or vessels we may acquire, which could have a material adverse effect on our business, operating results, cash flows, financial condition, our ability to pay dividends and our compliance with current or future covenants with respect to any of our financing arrangements.
Because we enter into short-term and medium-term time charters from time to time, we may need to re-charter vessels coming off charter more frequently than some of our competitors, which may have a material adverse effect on our business, results of operations, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders.
Because we enter into short-term and medium-term time charters from time to time, we may need to re-charter vessels coming off charter more frequently than some of our competitors, which may have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders.
Significant delays could adversely affect our financial position, results of operations, and cash flows. If we already committed to a third party the use of the vessel upon construction completion, then we may breach such commitment and be subject to pay related damages, such as any increased costs the counterparty pays to secure an alternate vessel to use.
Significant delays could adversely affect our financial position, operating results, and cash flows. If we already committed to a third party the use of the vessel upon construction completion, then we may breach such commitment and be subject to pay related damages, such as any increased costs the counterparty pays to secure an alternate vessel to use.
Events such as the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping industry and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Events such as the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping industry and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, operating results, and cash flows.
Further, our lack of diversification makes us increasingly vulnerable to adverse developments in the international crude oil tanker market, and this could have a greater material adverse impact on our future performance, results of operations, cash flows and financial position than it would if we maintained more diverse lines of business.
Further, our lack of diversification makes us increasingly vulnerable to adverse developments in the international crude oil tanker market, and this could have a greater material adverse impact on our future performance, operating results, cash flows and financial position than it would if we maintained more diverse lines of business.
Our failure to obtain such funds could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.
Our failure to obtain such funds could have a material adverse effect on our business, operating results and financial condition, as well as our cash flows, including cash available for dividends to our shareholders. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.
To the extent our vessels, or vessels we may acquire, are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims that could have an adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends.
To the extent our vessels, or vessels we may acquire, are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims that could have an adverse effect on our business, operating results, cash flows, financial condition, and ability to pay dividends.
Furthermore, such other business activities may create conflicts of interest in matters involving or affecting us, our customers, and our business, and it is not certain that any of these conflicts of interest will be resolved in our favor, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Furthermore, such other business activities may create conflicts of interest in matters involving or affecting us, our customers, and our business, and it is not certain that any of these conflicts of interest will be resolved in our favor, which could have a material adverse effect on our business, financial condition, operating results and cash flows.
Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets, could adversely affect our business, results of operations, financial condition and ability to pay dividends.
Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets, could adversely affect our business, operating results, financial condition and ability to pay dividends.
Furthermore, changes to inspection procedures could also impose additional costs and obligations on us and our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition, and results of operations.
Furthermore, changes to inspection procedures could also impose additional costs and obligations on us and our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition, and operating results.
If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition, and available cash.
If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, operating results, cash flows, financial condition, and available cash.
If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.
If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and operating results and impair our ability to service our indebtedness.
Future weak economic conditions could have a material adverse effect on our business, results of operations, financial condition, and ability to pay dividends to our shareholders. Our business, financial condition, results of operations, and future prospects will likely be materially and adversely affected by another economic downturn in any of the aforementioned countries and regions.
Future weak economic conditions could have a material adverse effect on our business, operating results, financial condition, and ability to pay dividends to our shareholders. Our business, financial condition, operating results, and future prospects will likely be materially and adversely affected by another economic downturn in any of the aforementioned countries and regions.
Should one of our counterparties fail to honor its obligations under agreements with us, we could sustain significant losses that could have a material adverse effect on our business, financial condition, results of operations, and cash flows. We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us.
Should one of our counterparties fail to honor its obligations under agreements with us, we could sustain significant losses that could have a material adverse effect on our business, financial condition, operating results, and cash flows. We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us.
While numerous factors are considered and evaluated prior to a vetting decision, the Oil Majors, through their association, Oil Companies International Marine Forum (“OCIMF”), have developed two basic tools for vetting: the Ship Inspection Report Programme (“SIRE”), and the Tanker Management and Self-Assessment (TMSA) programme.
While numerous factors are considered and evaluated prior to a vetting decision, the Oil Majors, through their association, Oil Companies International Marine Forum (“OCIMF”), have developed two basic tools for vetting: the Ship Inspection Report Programme (“SIRE”), and the Tanker Management and Self-Assessment (“TMSA”) programme.
Any of those events could have an adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. Governments could requisition our vessels, or vessels we may acquire, during a period of war or emergency. A government could requisition vessels for title or hire.
Any of those events could have an adverse effect on our business, operating results, cash flows, financial condition, and ability to pay dividends. Governments could requisition our vessels, or vessels we may acquire, during a period of war or emergency. A government could requisition vessels for title or hire.
The demand for our oil tankers derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean, Latin America, Russian, and U.S. shale crude oil, which, in turn, primarily depends on the economies of the world’s industrial countries and competition from alternative energy sources.
The demand for our oil tankers derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean, Latin American, Russian, and U.S. shale crude oil, which, in turn, primarily depends on the economies of the world’s industrial countries and competition from alternative energy sources.
Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines, and other sanctions, including, in certain instances, seizure or detention of our vessels. Events of this nature would have a material adverse effect on our business, financial condition, and results of operations.
Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines, and other sanctions, including, in certain instances, seizure or detention of our vessels. Events of this nature would have a material adverse effect on our business, financial condition, and operating results.
While currently all our vessels have scrubbers installed, costs of compliance with these regulatory changes for any non-scrubber vessels we may acquire may be significant and may have a material adverse effect on our future performance, results of operations, cash flows, and financial position.
While currently all our vessels have scrubbers installed, costs of compliance with these regulatory changes for any non-scrubber vessels we may acquire may be significant and may have a material adverse effect on our future performance, operating results, cash flows, and financial position.
The cost of compliance, and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.
The cost of compliance, and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are difficult to predict from year to year, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances.
The loss of any of our charterers, voyage or time charters, or vessels, or a decline in payments under our voyage or time charters, could have a material adverse effect on our business, results of operations, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders.
The loss of any of our charterers, voyage or time charters, or vessels, or a decline in payments under our voyage or time charters, could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders.
If one or more of our vessels is unable to generate revenues as a result of off-hire time, early termination of the applicable time charter or otherwise, our business, results of operations, financial condition and ability to pay dividends could be materially adversely affected.
If one or more of our vessels is unable to generate revenues as a result of off-hire time, early termination of the applicable time charter or otherwise, our business, operating results, financial condition and ability to pay dividends could be materially adversely affected.
A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
U.S. federal tax authorities could treat us as a “passive foreign investment company.” A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business.
This could have a material adverse effect on our future performance, results of operations, cash flows, and financial position. Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide.
This could have a material adverse effect on our future performance, operating results, cash flows, and financial position. Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide.
A delay in the delivery of any vessels to us, the failure of the contract counterparty to deliver a vessel at all, or us not taking delivery of a vessel could cause us to breach our obligations under a related time charter or could otherwise adversely affect our financial condition and results of operations.
A delay in the delivery of any vessels to us, the failure of the contract counterparty to deliver a vessel at all, or us not taking delivery of a vessel could cause us to breach our obligations under a related time charter or could otherwise adversely affect our financial condition and operating results.
The IEA has stated that, based on existing policies, oil demand from road transport is projected to peak around 2025 in the STEPS, with the amount of oil displaced by electric vehicles exceeding 5 million barrels per day in 2030.
The IEA has stated that, based on existing policies, oil demand from road transport is projected to peak around 2025 in the STEPS, with the amount of oil displaced by electric vehicles exceeding 6 million barrels per day in 2030.
We operate throughout the world, including countries with a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA.
We operate throughout the world, including countries with a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA and other similar anti-corruption laws.
Revenue generation and strategic growth opportunities may also be adversely affected. If not in compliance with certain key indicators, then we also face the risk of losing the ability to obtaining financing or re-financing with “green” or “sustainability” loans.
Revenue generation and strategic growth opportunities may also be adversely affected. If not in compliance with certain key indicators, then we also face the risk of losing the ability to obtaining financing or refinancing with “green” or “sustainability” loans.
As a result, there could be material competition for the time and effort of our officers who also provide services to other businesses, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
As a result, there could be material competition for the time and effort of our officers who also provide services to other businesses, which could have a material adverse effect on our business, financial condition, operating results and cash flows.
Any significant uninsured or underinsured loss or liability could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. It may also result in protracted legal litigation. In the future, we may not be able to obtain adequate insurance coverage at reasonable rates for the vessels we acquire.
Any significant uninsured or underinsured loss or liability could have a material adverse effect on our business, operating results, cash flows, financial condition, and ability to pay dividends. It may also result in protracted legal litigation. In the future, we may not be able to obtain adequate insurance coverage at reasonable rates for the vessels we acquire.
Under the IEA Stated Policies Scenario (STEPS), the global outlook for the share of electric car sales based on existing policies and firm objectives has increased to 35% in 2030, up from less than 25% in the previous outlook.
Under the IEA Stated Policies Scenario (STEPS), the global outlook for the share of electric car sales based on existing policies and firm objectives has increased to 40% in 2030, up from less than 35% in the previous outlook.
As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels, or vessels we may acquire, profitably during the remainder of their useful lives. 26 Table of Contents Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel ’ s useful life.
As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels, or vessels we may acquire, profitably during the remainder of their useful lives. Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel ’ s useful life.
There can be no assurance that we will obtain waivers, deferrals, and amendments of certain financial covenants, payment obligations, and events of default under our loan facilities with our lenders in the future, if needed. Servicing current and future debt will limit funds available for other purposes and impair our ability to react to changes in our business.
There can be no assurance that we will obtain waivers, deferrals, and amendments of certain financial covenants, payment obligations, and events of default under our loan facilities with our lenders in the future, if needed. 18 Table of Contents Servicing current and future debt will limit funds available for other purposes and impair our ability to react to changes in our business.
The possibility of sovereign debt defaults by European Union member countries, including Greece, and the possibility of market reforms to float the Chinese renminbi, either of which development could weaken the Euro against the Chinese renminbi, could adversely affect consumer demand in the European Union.
The possibility of sovereign debt defaults by European Union member countries, and the possibility of market reforms to float the Chinese renminbi, either of which development could weaken the Euro against the Chinese renminbi, could adversely affect consumer demand in the European Union.
While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation, and cash flows.
While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results, and cash flows.
Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business and on our consolidated financial position, results of operations and our ability to pay distributions.
Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business and on our consolidated financial position, operating results and our ability to pay distributions.
Any of these factors could have a significant adverse effect on our business, financial condition, results of operations, and prospects. Brexit contributes to considerable uncertainty concerning the current and future economic environment.
Any of these factors could have a significant adverse effect on our business, financial condition, operating results, and prospects. Brexit contributes to considerable uncertainty concerning the current and future economic environment.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations, and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, operating results, and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
While much uncertainty remains regarding the global impact the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial condition, results of operation, and cash flows.
While much uncertainty remains regarding the global impact of the war between Israel and Hamas and others in the Middle East, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial condition, results of operation, and cash flows.
For example, it could: ● increase our vulnerability to general economic downturns and adverse competitive and industry conditions; ● require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● place us at a competitive disadvantage compared to competitors that have less debt or better access to capital; ● limit our ability to raise additional financing on satisfactory terms or at all; and ● adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements. 19 Table of Contents Furthermore, our current or future interest expense could increase if interest rates increase.
For example, it could: ● increase our vulnerability to general economic downturns and adverse competitive and industry conditions; ● require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● place us at a competitive disadvantage compared to competitors that have less debt or better access to capital; ● limit our ability to raise additional financing on satisfactory terms or at all; and ● adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements.
Our lenders’ and other financing counterparties’ interests may differ from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations, and financial condition.
Our lenders’ and other financing counterparties’ interests may differ from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, operating results, and financial condition.
Certain of our executive officers are not required to work full-time on our affairs and are involved in business activities not related to us or that compete with us, which may result in their spending less time than is appropriate or necessary to manage our business successfully.
Our executive officers do not devote all of their time to our business. Certain of our executive officers are not required to work full-time on our affairs and are involved in business activities not related to us or that compete with us, which may result in their spending less time than is appropriate or necessary to manage our business successfully.
Numerous countries are considering implementation of the OECD’s 15% global minimum tax, which, if applicable to us (the current draft of the rules provided that a global minimum tax could apply companies with more than €750 million in revenues), may materially impact us.
Numerous countries have implemented and are considering implementation of the OECD’s 15% global minimum tax, which, if applicable to us (the current draft of the rules provided that a global minimum tax could apply companies with more than €750 million in revenues), may materially impact us.
Data is reported annually to the flag state which issues to the vessel a statement of compliance. ● Amendments to MARPOL Annex VI: MEPC 79 adopted amendments to MARPOL, Annex VI regarding reporting requirements in connection with the implementation of the Energy Efficiency Existing Ship Index, or EEXI, and carbon intensity indicator, or CII, framework, which amendments are expected to become effective on May 1, 2024.
Data is reported annually to the flag state which issues to the vessel a statement of compliance. ● Amendments to MARPOL Annex VI: MEPC 79 adopted amendments to MARPOL, Annex VI regarding reporting requirements in connection with the implementation of the Energy Efficiency Existing Ship Index, or EEXI, and carbon intensity indicator, or CII, framework, which amendments became effective on May 1, 2024.
Our information systems may fail or may be subject to security breaches. The efficient operation of our business is dependent on computer hardware and software systems both onboard our vessels, or vessels we may build or acquire, and at our onshore offices. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists.
The efficient operation of our business is dependent on computer hardware and software systems both onboard our vessels, or vessels we may build or acquire, and at our onshore offices. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists.
The loss of any of our vessels and other vessels we may acquire could have a material adverse effect on our business, results of operations, and financial condition.
The loss of any of our vessels and other vessels we may acquire could have a material adverse effect on our business, operating results, and financial condition.
Furthermore, it is difficult to predict the intensity and duration of the war between Israel and Hamas or the Houthi rebel attacks on shipping in and around the Red Sea and their impact on the world economy is uncertain.
Furthermore, it is difficult to predict the intensity and duration of the war between Israel and Hamas and others in the Middle East or the Houthi rebel attacks on shipping in and around the Red Sea and their impact on the world economy is uncertain.
As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, may have a material adverse effect on our business, financial condition, and results of operations, as well as our future prospects.
As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, may have a material adverse effect on our business, financial condition, and operating results, as well as our future prospects.
The occurrence of one or more of the following risks could materially and adversely impact our business, financial condition, operating results and cash flows, and the trading price of our common shares could decline. Summary of Risk Factors Below is a summary of the principal factors that make an investment in our common stock speculative or risky.
The occurrence of one or more of the following risks could materially and adversely impact our business, financial condition, operating results and cash flows, and the trading price of our securities could decline. Summary of Risk Factors Below is a summary of the principal factors that make an investment in our securities speculative or risky.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeCertain of our vessels are owned by us directly and others are owned by finance leasing houses and bareboat chartered back to us (with an option for us to repurchase the vessels at certain times). 46 Table of Contents The following table lists the vessels in our fleet as of April 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ ​ ​ ​ ​ ​ ​ Type of Vessel Name Built Dwt Flag Yard Employment Milos 2016 157,525 Greece Sungdong Spot Poliegos 2017 157,525 Marshall Islands Sungdong Spot Kimolos 2018 159,159 Marshall Islands JMU Spot Folegandros 2018 159,221 Marshall Islands JMU Spot Nissos Sikinos 2020 157,447 Marshall Islands HSHI Spot Nissos Sifnos 2020 157,447 Marshall Islands HSHI Spot Nissos Rhenia 2019 318,953 Marshall Islands HHI Spot Nissos Despotiko 2019 318,953 Marshall Islands HHI Spot Nissos Donoussa 2019 318,953 Marshall Islands HHI Spot Nissos Kythnos 2019 318,953 Marshall Islands HHI Spot Nissos Keros 2019 318,953 Marshall Islands HHI Spot Nissos Anafi 2020 318,953 Marshall Islands HHI Spot Nissos Kea 2022 300,323 Marshall Islands HHI Spot Nissos Nikouria 2022 300,323 Marshall Islands HHI Spot ​ We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.
Biggest changeThe following table lists the vessels in our fleet as of March 28, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ ​ ​ ​ ​ ​ ​ Type of Vessel Name Built Dwt Flag Yard Employment Milos 2016 157,525 Greece Sungdong Spot/Short-Term Poliegos 2017 157,525 Marshall Islands Sungdong Spot/Short-Term Kimolos 2018 159,159 Marshall Islands JMU Spot/Short-Term Folegandros 2018 159,221 Marshall Islands JMU Spot/Short-Term Nissos Sikinos 2020 157,447 Marshall Islands HSHI Spot/Short-Term Nissos Sifnos 2020 157,447 Marshall Islands HSHI Spot/Short-Term Nissos Rhenia 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Despotiko 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Donoussa 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Kythnos 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Keros 2019 318,953 Marshall Islands HHI Spot/Short-Term Nissos Anafi 2020 318,953 Marshall Islands HHI Spot/Short-Term Nissos Kea 2022 300,323 Marshall Islands HHI Spot/Short-Term Nissos Nikouria 2022 300,323 Marshall Islands HHI Spot/Short-Term ​ We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions. 48 Table of Contents We will compete for charters on the basis of price, vessel location, size, age, and condition of the vessel, as well as on our reputation as an operator.
OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating, or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.
OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating, or chartering by demise, the vessel. OPA and CERCLA impact our operations.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 49 Table of Contents International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 51 Table of Contents International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector, or ETS, which entered into force on January 1, 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation, which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2025, as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector, or ETS, which entered into force on January 1, 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation, which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2026, as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; 54 Table of Contents (iii) loss of subsistence use of natural resources that are injured, destroyed, or lost; (iv) net loss of taxes, royalties, rents, fees, or net profit revenues resulting from injury, destruction, or loss of real or personal property or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction, or loss of real or personal property or natural resources; and (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety, or health hazards, and loss of subsistence use of natural resources.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed, or lost; (iv) net loss of taxes, royalties, rents, fees, or net profit revenues resulting from injury, destruction, or loss of real or personal property or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction, or loss of real or personal property or natural resources; and (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety, or health hazards, and loss of subsistence use of natural resources.
The 2022 ESG Report (which is not incorporated by reference herein) was prepared in accordance with the Global Reporting Initiative (GRI 2021 Standards) and the internationally accepted Sustainability Accounting Standards Board (SASB) for Marine Transportation and covers various sustainability aspects, which provide relevant information about ESG issues and includes information regarding our emissions (and certain metrics with respect thereto).
The 2023 ESG Report (which is not incorporated by reference herein) was prepared in accordance with the Global Reporting Initiative (GRI 2021 Standards) and the internationally accepted Sustainability Accounting Standards Board (SASB) for Marine Transportation and covers various sustainability aspects, which provide relevant information about ESG issues and includes information regarding our emissions (and certain metrics with respect thereto).
Tanker Newbuilding Prices The factors which influence new-built prices include ship type, shipyard capacity, demand for ships, “berth cover”, i.e., the forward book of business of shipyards, buyer relationships with the yard, individual design specifications, including fuel efficiency or environmental features and the price of ship materials, engine and machinery equipment and particularly the price of steel.
Tanker Newbuilding Prices The factors which influence newbuilding prices include ship type, shipyard capacity, demand for ships, “berth cover”, i.e., the forward book of business of shipyards, buyer relationships with the yard, individual design specifications, including fuel efficiency or environmental features and the price of ship materials, engine and machinery equipment and particularly the price of steel.
On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have 18 months to integrate it into national law. The CSRD will create new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework.
On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive, or the CSRD. EU member states have 18 months to integrate it into national law. The CSRD will create new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework.
The Existing Leases Amendments, which became effective in the first quarter of 2024, provide for a reduction of the pricing of the variable amount of charterhire payable thereunder to 200 bps over the applicable Term SOFR on both vessels, extend maturities to December 2030 for the Nissos Kea and March 2031 for the Nissos Nikouria, and eliminate the previously stipulated early prepayment fees in the case of exercise of the purchase options by the Company after the first year.
The Existing Leases Amendments, which became effective in the first quarter of 2024, provide for a reduction of the pricing of the variable amount of charter hire payable thereunder to 200 bps over the applicable Term SOFR on both vessels, extend maturities to December 2030 for the Nissos Kea and March 2031 for the Nissos Nikouria , and eliminate the previously stipulated early prepayment fees in the case of exercise of the purchase options by the Company after the first year.
On January 26 and 29, 2024, we executed amendments to the existing sale and leaseback agreements on the VLCC vessels Nissos Kea and Nissos Nikouria (the “Existing Leases Amendments”) and a new sale and leaseback agreement on the VLCC vessel Nissos Anafi (the “Anafi Lease”), respectively, both with CMB Financial Leasing.
On January 26 and 29, 2024, we executed amendments to the existing sale and leaseback agreements on the VLCC vessels Nissos Kea and Nissos Nikouria (the “Existing Leases Amendments”) and a new sale and leaseback agreement on the VLCC vessel Nissos Anafi (the “Anafi Lease”), respectively, all with CMB Financial Leasing.
These amendments will enter into force on May 1, 2024, however, ships operating in this ECA will be exempted from compliance with the 0.10% m/m sulfur content standard for fuel oil until July 1, 2025.
These amendments entered into force on May 1, 2024, however ships operating in this ECA will be exempted from compliance with the 0.10% m/m sulfur content standard for fuel oil until July 1, 2025.
Tanker Secondhand Prices Second-hand prices are primarily driven by trends in the supply and demand for vessel capacity. During extended periods of high demand, as evidenced by high charter rates, secondhand vessel values tend to appreciate, and during periods of low demand, evidenced by low charter rates, vessel values tend to decline.
Tanker Secondhand Prices Secondhand prices are primarily driven by trends in the supply and demand for vessel capacity. During extended periods of high demand, as evidenced by high charter rates, secondhand vessel values tend to appreciate, and during periods of low demand, evidenced by low charter rates, vessel values tend to decline.
However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates. 60 Table of Contents Hull & Machinery and War Risks Insurances We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for each of our vessels.
However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates. Hull & Machinery and War Risks Insurances We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for each of our vessels.
The S&P market is transparent and liquid, with a significant number of vessels changing hands annually. Values for younger vessels tend to fluctuate on a percentage basis less than values for older vessels.
The S&P market is generally transparent and liquid, with typically a significant number of vessels changing hands annually. Values for younger vessels tend to fluctuate on a percentage basis less than values for older vessels.
Charterhire will be paid in quarterly installments each consisting of a fixed amount of approximately $1.180 million and a variable amount priced at 190 bps over the applicable Term SOFR. The Anafi Lease includes purchase options for the Company after the first year and throughout the tenor of the lease and is guaranteed by the Company.
Charter hire will be paid in quarterly installments each consisting of a fixed amount of approximately $1.180 million and a variable amount priced at 190 bps over the applicable Term SOFR. The Anafi Lease includes purchase options for the Company after the first year and throughout the tenor of the lease and is guaranteed by the Company.
Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code.
Compliance is to be on a company wide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code.
Under the agreement, the loaned amount of $17.6 million for each vessel, bears a fixed interest cost of 3.5% per annum and is payable at our sole discretion, up to any date two years from the vessels’ delivery. In May 2022, we signed our first sustainability linked loan (“SLL”) that includes customary environmental clauses which are linked to pricing.
Under the agreement, the loaned amount of $17.6 million for each vessel, bore a fixed interest cost of 3.5% per annum and was payable at our sole discretion, up to any date two years from the vessels’ delivery. In May 2022, we signed our first sustainability linked loan (“SLL”) that includes customary environmental clauses which are linked to pricing.
Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2023, 2022 and 2021 were: ​ ​ ​ ​ ​ ​ ​ ​ Customer 2023 2022 2021 A — ​ 18 % 13 % B — ​ 14 % 11 % C — ​ 11 % — ​ Total — ​ 43 % 24 % ​ Seasonality Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the northern hemisphere rose in colder weather and fell in warmer weather.
Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2024, 2023 and 2022 were: ​ ​ ​ ​ ​ ​ ​ ​ Customer 2024 2023 2022 ​ A 14% ​ — ​ 18 % B 13% ​ — ​ 14 % C — ​ — ​ 11 % Total 27% ​ — ​ 43 % ​ Seasonality Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the northern hemisphere rose in colder weather and fell in warmer weather.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and operating results.
Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances.
Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances.
The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA. 57 Table of Contents OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
In January 2023, amendments to the ESP Code relating to thickness measurements at the first renewal survey of double hull oil tankers became effective. Additional amendments addressing survey requirements for bulk carriers and oil tankers are expected to enter into effect in July 2024. We may need to make certain financial expenditures to comply with these amendments.
In January 2023, amendments to the ESP Code relating to thickness measurements at the first renewal survey of double hull oil tankers became effective. Additional amendments addressing survey requirements for bulk carriers and oil tankers entered into effect in July 2024. We may need to make certain financial expenditures to comply with these amendments.
The owner covers the repositioning cost of the ship as well as all expenses, namely voyage, operating, and capital costs of the ship. 62 Table of Contents Tanker Vessels Charter Rates The main factors affecting vessel charter rates are primarily the supply and demand for tanker shipping.
The owner covers the repositioning cost of the ship as well as all expenses, namely voyage, operating, and capital costs of the ship. Tanker Vessels Charter Rates The main factors affecting vessel charter rates are primarily the supply and demand for tanker shipping.
The Anafi Lease, in the amount of approximately $73.5 million, will be used to refinance the existing indebtedness of the Nissos Anafi and other general corporate purposes, and was completed in February, 2024. The agreement provides for a bareboat charter with charterhire being paid quarterly, and which matures in seven years.
The Anafi Lease, in the amount of approximately $73.5 million, was used to refinance the existing indebtedness of the Nissos Anafi and other general corporate purposes, and was completed in February, 2024. The agreement provides for a bareboat charter with charter hire being paid quarterly, and which matures in seven years.
Amendments to Annex VI, requiring will require bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, are expected to become effective on May 1, 2024.
Amendments to Annex VI, requiring will require bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information, became effective on May 1, 2024.
Gulf or the Caribbean. 61 Table of Contents ● Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels).
Gulf or the Caribbean. ● Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels).
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018, and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencing on January 1, 2019.
Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018, and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencing on January 1, 2019.
For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force on September 9, 2017.
For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, which entered into force on September 9, 2017.
In lieu of a special survey/dry-docking, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period until a vessel reaches 10 years of age, after which a vessel is required to be specially surveyed/dry-docked approximately every 2.5 years.
In lieu of a special survey/drydocking, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period until a vessel reaches 10 years of age, after which a vessel is required to be specially surveyed/drydocked approximately every 2.5 years.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016, and does not directly limit greenhouse gas emissions from ships. The United States rejoined the Paris Agreement in February 2021.
The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016, and does not directly limit greenhouse gas emissions from ships.
For the years ended December 31, 2023 and December 31, 2022, total technical management fees incurred from KMC amounted to $4,599,000 and $4,381,200, respectively. If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates.
For the years ended December 31, 2024 and December 31, 2023, total technical management fees incurred from KMC amounted to $4,611,600 and $4,599,000, respectively. If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates.
Consistent with our commitments towards ESG initiatives, in January 2024 we published our ESG Report for 2022 to inform our shareholders of certain of our goals, actions, and performance with respect to ESG issues.
Consistent with our commitments towards ESG initiatives, in November 2024 we published our ESG Report for 2023 to inform our shareholders of certain of our goals, actions, and performance with respect to ESG issues.
On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG. Comments to the Supplemental Notice were due by December 18, 2023.
On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG.
In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operates to limit the Clean Water Act.
In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023.
In March 2024, we paid an amount of approximately $21.2 million or $0.66 per share via a dividend that was classified as a return of paid-in-capital. For more information, see “Item 8.
In March 2024, we paid an amount of approximately $21.3 million or $0.66 per share via a dividend that was classified as a return of paid-in-capital for purposes of financial accounting only. For more information, see “Item 8.
MEPC 76 also adopted guidelines to support implementation of the amendments. In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030 compared to 1990 levels.
In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030 compared to 1990 levels.
It is priced at 175 bps over the applicable Term SOFR, matures in six years, will be repaid in quarterly instalments of $0.725 million each, together with a balloon instalment of $17.3 million payable at maturity, will be secured by, among other things, security over the Milos and is guaranteed by the Company.
It is priced at 175 bps over the applicable term SOFR reference rate administered by CME Group Benchmark Administration Limited (“Term SOFR”), matures in six years, will be repaid in quarterly instalments of $0.725 million each, together with a balloon instalment of $17.3 million payable at maturity, will be secured by, among other things, security (mortgage)over the Milos and is guaranteed by the Company.
Financial Information — Dividend Policy.” Also, in March 2024, the Company repaid an amount of $16.7 million concerning the remaining Sponsor’s loan principal amount relating to the acquisition of Nissos Kea. B.
Financial Information — Dividend Policy.” In March 2024, the Company repaid an amount of $16.7 million concerning the remaining Sponsor’s loan principal amount relating to the acquisition of Nissos Kea . In May 2024, the Company repaid the remaining $17.6 million, related to the acquisition of the Nissos Nikouria .
Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills.
Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006. 61 Table of Contents Greenhouse Gas Regulation Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.
The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate will be refused entry at port until they obtain an ISSC.
To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate will be refused entry at port until they obtain an ISSC.
This plan remains in effect. As of the date hereof, we have purchased 181,809 shares at an average price of NOK71.68, or $8.34 per share for a total amount of $1,515,670. We did not repurchase any shares in 2023. In March 2022, we took delivery of the newbuilding VLCC, Nissos Kea from HHI.
This plan remains in effect. As of the date hereof, we have purchased 181,809 shares at an average price of NOK71.68, or $8.34 per share for a total amount of $1,515,670. We did not repurchase any shares in 2023 or 2024.
The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels and other vessels we may acquire to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels and other vessels we may acquire from entering U.S.
The final rule became effective September 8, 2023 and operates to limit the Clean Water Act. 58 Table of Contents The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels and other vessels we may acquire to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels and other vessels we may acquire from entering U.S.
Ships that have a CII rating of D for three consecutive years or E for one year are required to submit a corrective action plan, to show how the required index (C or above) would be achieved or else they will be deemed non-compliant.
Ships that have a CII rating of D for three consecutive years or E for one year are required to submit a corrective action plan, to show how the required index (C or above) would be achieved or else they will be deemed non-compliant. The EEXI and CII certification requirements came into effect on January 1, 2023.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements.
In April 2022, the Company entered into a loan agreement with Okeanis Marine Holdings S.A., an entity controlled by Mr. Ioannis Alafouzos, regarding the acquisition of VLCC vessels Nissos Kea and Nissos Nikouria .
In March 2022, we took delivery of the newbuilding VLCC, Nissos Kea from HHI. 46 Table of Contents In April 2022, the Company entered into a loan agreement with Okeanis Marine Holdings S.A., an entity controlled by Mr. Ioannis Alafouzos, regarding the acquisition of VLCC vessels Nissos Kea and Nissos Nikouria .
The EEXI and CII certification requirements came into effect on January 1, 2023. 51 Table of Contents Additionally, MEPC 76 adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include methodology for calculating the ship’s attained annual operation CII and the required annual operational CII on or before June 1, 2023.
MEPC 76 also adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include methodology for calculating the ship’s attained annual operation CII and the required annual operational CII on or before June 1, 2023.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S., or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time.
The rule includes “Emissions Guidelines” for states to follow as they develop plans to limit methane emissions from existing sources. 62 Table of Contents Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S., or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time.
Parties to the Convention will then have two years to implement the requirements of the Convention in their respective jurisdictions and ensure that the highest possible ship recycling standards and in well run and green ship recycling yards are created/maintained.
Bangladesh ratified the Hong Kong Convention in June 2023, and this Convention entered into force. Parties to the Convention have two years to implement the requirements of the Convention in their respective jurisdictions and ensure that the highest possible ship recycling standards and in well run and green ship recycling yards are created/maintained.
Regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards.
Regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards. 54 Table of Contents Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or IMDG Code.
Additionally, at MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships through implementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050. 58 Table of Contents In October 2016 at MEPC 70, the IMO adopted a mandatory data collection system (DCS) that requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way, and distance traveled.
Additionally, at MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships through implementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050.
We pay OET Chartering Inc. a daily management fee of $600 per vessel, but if the actual expenses of OET Chartering Inc. are higher, an additional amount will be paid. 47 Table of Contents On March 1, 2024 each of our vessel owning subsidiaries, entered into an ETS Services Agreement with KMC, which agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely manner to enable compliance with any emission scheme (s) applicable to the vessel.
On March 1, 2024, each of our vessel owning subsidiaries, entered into an ETS Services Agreement with KMC, which agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely manner to enable compliance with any emission scheme (s) applicable to the vessel.
The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. Our vessels are certified as being “in class” by her Classification Society (i.e., American Bureau of Shipping).
The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies.
Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022. All of our vessels have Ballast Water Treatment Systems that ensure compliance with the new environmental regulations.
Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022.
As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.
As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group. 64 Table of Contents Permits and Authorizations We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels and other vessels we may acquire.
As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ recognized organizations, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance, and to conduct ISM audits.
Flag states that have ratified SOLAS and STCW generally employ recognized organizations, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance, and to conduct ISM audits.
New systems, personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance. International Labor Organization The International Labor Organization, or the ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or MLC 2006.
New systems, personnel, data management systems and reporting procedures will have to be put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance.
On July 18, 2023, the Company declared its option to purchase back the Suezmax vessel Milos , from its sale and lease back financier in February 2024. 45 Table of Contents Recent Developments On January 31, 2024, we executed an agreement for a new $34.7 million senior secured credit facility to finance the option to purchase back the Suezmax vessel Milos from its current sale and lease back financier (the “Milos Facility”).
On January 31, 2024, we executed an agreement for a new $34.7 million senior secured credit facility to finance the option to purchase back the Suezmax vessel Milos from its then sale and lease back financier (the “Milos Facility”). The Milos Facility is provided by a syndicate led by Kexim Asia Limited and the transaction was completed in February, 2024.
We will ensure that our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force as required by law. 53 Table of Contents The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager, or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.
The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager, or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.
Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022.
Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur additional costs, which cannot currently be reasonably estimated.
Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels and other vessels we may acquire could negatively impact the cost of our operations and adversely affect our business. 55 Table of Contents OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills.
A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. Additionally ships subject to MLC 2006 must display a certificate confirming insurance or other financial security for liabilities for seafarer wages and repatriation and compensation for death and long-term disability.
Additionally ships subject to MLC 2006 must display a certificate confirming insurance or other financial security for liabilities for seafarer wages and repatriation and compensation for death and long-term disability.
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, the CLC.
All of our vessels have Ballast Water Treatment Systems that ensure compliance with the new environmental regulations. 55 Table of Contents The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, the CLC.
To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA. 59 Table of Contents Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code, or the ISPS Code.
To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
Property, Plants and Equipment We do not own any real estate property. We maintain our principal executive offices at c/o OET Chartering Inc., Ethnarchou Makariou Ave.,&2 D. Falireos St., 185 47 N. Faliro, Greece. Other than our vessels, we do not have any material property. See “Item 4.B. Business Overview — Our Current Fleet” and “Item 4.B.
Falireos St., 185 47 N. Faliro, Greece. See Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries. D. Property, Plants and Equipment We do not own any real estate property. We maintain our principal executive offices at c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece.
Information that is or will be on or accessed through such websites does not constitute a part of, and is not incorporated by reference into, this Annual Report. 44 Table of Contents On June 28, 2018, we acquired 15 single-purpose companies and OET Chartering Inc. from Ioannis Alafouzos and Okeanis Marine Holdings S.A., a Marshall Islands corporation controlled by our Chairman, Ioannis Alafouzos, and his brother, Themistoklis Alafouzos.
On June 28, 2018, we acquired 15 single-purpose companies and OET Chartering Inc. from Ioannis Alafouzos and Okeanis Marine Holdings S.A., a Marshall Islands corporation controlled by our Chairman, Ioannis Alafouzos, and his brother, Themistoklis Alafouzos.
The EPA held a public hearing in January 2023, and in December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry. The rule includes “Emissions Guidelines” for states to follow as they develop plans to limit methane emissions from existing sources.
The EPA held a public hearing in January 2023, and in December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry, which rule was published in March 2024.
If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.
If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S.
OET Chartering Inc., a wholly owned subsidiary, provides commercial management of all of the vessels in our fleet and employs our on-shore employees.
OET Chartering Inc., a wholly owned subsidiary, provides commercial management of all of the vessels in our fleet and employs our on-shore employees. We pay OET Chartering Inc. a daily management fee of $600 per vessel, but if the actual expenses of OET Chartering Inc. are higher, an additional amount will be paid.
This is due to the fact that younger vessels with a longer remaining economic life are less susceptible to the level of charter rates than older vessels with limited remaining economic life.
This is due to the fact that younger vessels with a longer remaining economic life are less susceptible to the level of charter rates than older vessels with limited remaining economic life. 65 Table of Contents The Crude Oil Tanker Market Charter Types Employment of oil tanker vessels occurs through the following chartering options: ● Bareboat Charter: In this charter type, vessels are usually employed for several years.
Coast Guard, and state regulations could require the installation of ballast water treatment equipment on our vessels and other vessels we may acquire or the implementation of other port facility disposal procedures at potentially substantial cost or may otherwise restrict our vessels and other vessels we may acquire from entering U.S. waters. 56 Table of Contents European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship- source discharges of polluting substances, including minor discharges, if committed with intent, recklessly, or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship- source discharges of polluting substances, including minor discharges, if committed with intent, recklessly, or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1%. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area, and United States Caribbean Sea area.
Sulfur content standards are even stricter within certain “Emission Control Areas,” or ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1%. Amended Annex VI establishes procedures for designating new ECAs.
For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. 57 Table of Contents The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag, as well as the number of times the ship has been detained.
Member states have two years to implement this Directive. 60 Table of Contents The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag, as well as the number of times the ship has been detained.
Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims, or the LLMC, sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners.
The Convention of Limitation of Liability for Maritime Claims, or the LLMC, sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.
Other factors affecting charter rates include the age and characteristics of the ships (fuel consumption, speed), the price of new-built and secondhand ships (buying as an alternative to chartering ships), and market conditions. C. Organizational Structure See Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries. D.
Other factors affecting charter rates include the age and characteristics of the ships (fuel consumption, speed), the price of new-built and secondhand ships (buying as an alternative to chartering ships), and market conditions. C. Organizational Structure We are a Marshall Islands corporation with principal executive offices located at c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D.
However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations. United States Regulations The U.S.
However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations.
Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners. Management of Our Fleet We have entered into management agreements with OET Chartering Inc. (a wholly owned subsidiary) as commercial manager of our vessels and with KMC as our technical manager.
We will arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions. Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners. Management of Our Fleet We have entered into management agreements with OET Chartering Inc.
The Commission maintains a website that contains reports, proxy and information statements, and other information that we and other issuers file electronically at www.sec.gov.
The Commission maintains a website that contains reports, proxy and information statements, and other information that we and other issuers file electronically at www.sec.gov. Information that is or will be on or accessed through such websites does not constitute a part of, and is not incorporated by reference into, this Annual Report.
Ioannis Alafouzos for a total consideration of $194 million, funded with a combination of cash, senior secured debt, and senior unsecured debt (“Sponsor Loan”). In November 2021, our board of directors authorized a share buy-back plan, pursuant to which we were permitted to repurchase up to $5.0 million of our outstanding common shares in the open market.
On December 11, 2023, our shares began trading on the NYSE, and our listing on the Oslo Børs was converted into a secondary listing. In November 2021, our board of directors authorized a share buy-back plan, pursuant to which we were permitted to repurchase up to $5.0 million of our outstanding common shares in the open market.
We may incur costs to comply with these revised standards, although it is difficult to predict any such costs. Additional or new conventions, laws, and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows, and financial condition.
Additional or new conventions, laws, and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, operating results, cash flows, and financial condition. Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHowever, if market conditions were to worsen significantly, then our cash resources may decline to a level that may put at risk our ability to pay our lenders and other creditors. 71 Table of Contents Credit Facilities and Financing Obligations As of December 31, 2023 and December 31, 2022, we had $698.5 million and $744.8 million, respectively, of outstanding borrowings under our credit facilities and financing obligations described below as shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Amount ​ ​ ​ outstanding at ​ outstanding at ​ ​ ​ December 31, ​ December 31, ​ In thousands of U.S. dollars 2023 2022 $44.0 Million Secured Credit Facility – Kimolos ​ — ​ $ 35,914 ​ $40.0 Million Secured Term Loan Facility – Folegandros ​ — ​ $ 33,811 ​ $103.2 Million Secured Term Loan Facility – Nissos Sikinos and Nissos Sifnos ​ $ — ​ $ 87,882 ​ $84.0 Million Secured Term Loan facility – Nissos Sikinos and Nissos Sifnos ​ $ 82,425 ​ — ​ $125.7 Million Secured Term Loan Facility – Nissos Kythnos and Nissos Donoussa ​ $ 116,670 ​ $ 122,670 ​ $58.2 Million Secured Term Loan Facility – Nissos Keros ​ — ​ $ 48,479 ​ $58.0 Million Secured Term Loan Facility – Nissos Anafi ​ $ 44,500 ​ $ 48,100 (1) ​ $113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros ​ $ 108,600 ​ — ​ $56.0 Million Sale and Leaseback Agreement – Milos ​ $ 35,016 ​ $ 38,047 (2) ​ $54.0 Million Sale and Leaseback Agreement – Poliegos ​ $ 32,255 ​ $ 34,730 ​ $167.5 Million Sale and Leaseback Agreements – Nissos Rhenia and Nissos Despotiko ​ $ 111,108 ​ $ 118,304 ​ $194.0 Million Sale and Leaseback Agreements – Nissos Kea and Nissos Nikouria ​ $ 133,679 ​ $ 140,953 ​ $11.0 Million Scrubber Financing ​ — ​ $ 1,719 ​ $35.1 Million Unsecured Term Loan with Okeanis Marine Holdings S.A. ​ $ 34,233 ​ $ 34,233 ​ Total ​ $ 698,486 ​ $ 744,842 ​ (1) This secured term loan facility was repaid in January 2024, and a new sale leaseback transaction was entered into.
Biggest changeHowever, if market conditions were to worsen significantly, then our cash resources may decline to a level that may put at risk our ability to pay our lenders and other creditors. 74 Table of Contents Credit Facilities and Financing Obligations As of December 31, 2024 and December 31, 2023, we had $651.6 million and $698.5 million, respectively, of outstanding borrowings under our credit facilities and financing obligations described below as shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount ​ Amount ​ ​ ​ outstanding at ​ outstanding at ​ ​ ​ December 31, ​ December 31, ​ In thousands of U.S. dollars 2024 2023 $125.7 Million Secured Term Loan Facility - Nissos Donoussa ​ $ 55,134 ​ $ 116,670 (4) ​ $58.0 Million Secured Term Loan Facility – Nissos Anafi ​ $ — ​ $ 44,500 (1) ​ $113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros ​ $ 99,800 ​ $ 108,600 ​ $84.0 Million Secured Term Loan facility – Nissos Sikinos and Nissos Sifnos ​ $ 76,125 ​ ​ 82,425 ​ $56.0 Million Sale and Leaseback Agreement – Milos ​ $ — ​ $ 35,016 (2) ​ $34.7 Million Secured Term Loan Facility – Milos ​ $ 32,525 ​ $ — ​ $54.0 Million Sale and Leaseback Agreement – Poliegos ​ $ — ​ $ 32,255 (3) ​ $167.5 Million Sale and Leaseback Agreements – Nissos Rhenia and Nissos Despotiko ​ $ 104,259 ​ $ 111,108 ​ $194.0 Million Sale and Leaseback Agreements – Nissos Kea and Nissos Nikouria ​ $ 126,403 ​ $ 133,679 ​ $73.5 Million Sale and Leaseback Agreement — Nissos Anafi ​ $ 69,908 ​ $ — ​ $31.1 Million Secured Term Loan Facility – Poliegos ​ $ 29,555 ​ $ — ​ $60.0 Million Secured Term Loan Facility - Nissos Kythnos ​ $ 57,919 ​ $ — ​ $35.1 Million Unsecured Term Loan with Okeanis Marine Holdings S.A. ​ $ — ​ $ 34,233 ​ Total ​ $ 651,628 ​ $ 698,486 ​ (1) This secured term loan facility was repaid in February 2024, and a new sale leaseback transaction was entered into.
This loan was prepaid in September 2023. $125.7 Million Secured Term Loan Facility In May 23, 2022, we, through two of our vessel-owning subsidiaries, Anassa Navigation S.A. and Nellmare Marine Ltd., entered into an approximately $125.7 million secured term loan facility with the National Bank of Greece to refinance the then-existing indebtedness on our vessels, Nissos Kythnos and Nissos Donoussa , which agreement we amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR.
This loan was prepaid in September 2023. $125.7 Million Secured Term Loan Facility On May 23, 2022, we, through two of our vessel-owning subsidiaries, Anassa Navigation S.A. and Nellmare Marine Ltd., entered into an approximately $125.7 million secured term loan facility with the National Bank of Greece to refinance the then-existing indebtedness on our vessels, Nissos Kythnos and Nissos Donoussa , which agreement we amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR.
Daily vessel operating expenses, including technical management fees, calculated as the sum of vessel operating expenses and technical management fees divided by the calendar days of the period, is an alternative performance measure that provides meaningful information to our management with regards to our vessels’ efficiency and deployment.
Daily vessel operating expenses, including technical management fees . Daily vessel operating expenses, including technical management fees, calculated as the sum of vessel operating expenses and technical management fees divided by the calendar days of the period, is an alternative performance measure that provides meaningful information to our management with regards to our vessels’ efficiency and deployment.
Net Cash from Financing Activities Net cash used in financing activities was $207.1 million for the year-ended December 31, 2023, deriving mainly from: (a) the refinancing of loans relating to Kimolos , Folegandros , Nissos Keros , Nissos Sifnos and Nissos Sikinos amounting to $197.0 million, (b) the repayment of loans relating to the financing of Kimolos , Folegandros , Nissos Keros , Nissos Sifnos and Nissos Sikinos , amounting to $197.5 million, (c) the prepayment of the Company’s scrubber loan in the amount of $1.4 million, (d) a return of paid-in-capital of $159.4 million, (d) the payment of scheduled loan instalments of $44.5 million and (e) the payment of loan financing fees of $1.4 million.
Net cash used in financing activities was $207.1 million for the year-ended December 31, 2023, deriving from: (a) the refinancing of loans relating to Kimolos , Folegandros , Nissos Keros , Nissos Sifnos and Nissos Sikinos amounting to $197.0 million, (b) the repayment of loans relating to the financing of Kimolos , Folegandros , Nissos Keros , Nissos Sifnos and Nissos Sikinos , amounting to $197.5 million, (c) the prepayment of the Company’s scrubber loan in the amount of $1.4 million, (d) a return of paid-in-capital of $159.4 million, (d) the payment of scheduled loan instalments of $44.5 million and (e) the payment of loan financing fees of $1.4 million.
Main components of managing our business and main drivers of profitability The management of financial, general and administrative elements involved in the conduct of our business and ownership or operation of our vessels requires the following main components: ● management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts; ● management of our accounting system and records and financial reporting; ● administration of the legal and regulatory requirements affecting our business and assets; and ● management of the relationships with our service providers and customers.
Main components of managing our business and main drivers of profitability The management of financial, general and administrative elements involved in the conduct of our business and ownership or operation of our vessels requires the following main components: ● management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts; ● management of our accounting system and records and financial reporting; ● administration of the legal and regulatory requirements affecting our business and assets; ● management of the relationships with our service providers and customers; and ● general and administrative expenses.
The charter period is 168 months from the delivery date and the charter hire is paid monthly, in advance, in a cash amount equal to $11,550 per day plus a non-cash amount of $1,368.93 per day (which is set off against the $7.0 million prepaid hire that we made).
The charter period was 168 months from the delivery date and the charter hire was paid monthly, in advance, in a cash amount equal to $11,550 per day plus a non-cash amount of $1,368.93 per day (which is set off against the $7.0 million prepaid hire that we made).
On June 29, 2023 and on January 26, 2024, respectively, we entered into amendment and restatement agreements of each bareboat charter to amend certain provisions of the bareboat charters The charter period for each of the vessels is 84 months from December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to Nissos Nikouria ) and charterhire is payable quarterly as follows: (a) from the delivery date of each vessel and up to and including December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to the Nissos Nikouria) , a fixed amount equal to $909,375 plus a variable amount by priced at 260 basis points (being 2.45% as margin and 0.15% as CAS) over the applicable three-month Term SOFR, and (b) following December 31, 2023, with respect to Nissos Kea , and March 3, 2024, with respect to the Nissos Nikouria , a fixed amount equal to $909,375 plus a variable amount priced at 200 basis points over the applicable three-month Term SOFR.
On June 29, 2023 and on January 26, 2024, respectively, we entered into amendment and restatement agreements of each bareboat charter to amend certain provisions of the bareboat charters The charter period for each of the vessels is 84 months from December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to Nissos Nikouria ) and charter hire is payable quarterly as follows: (a) from the delivery date of each vessel and up to and including December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to the Nissos Nikouria ), a fixed amount equal to $909,375 plus a variable amount by priced at 260 basis points (being 2.45% as margin and 0.15% as CAS) over the applicable three-month Term SOFR, and (b) following December 31, 2023, with respect to Nissos Kea , and March 3, 2024, with respect to the Nissos Nikouria , a fixed amount equal to $909,375 plus a variable amount priced at 200 basis points over the applicable three-month Term SOFR.
This loan was prepaid in June 2023. 73 Table of Contents $58.0 Million Secured Term Loan Facility On February 27, 2019, we, through one of our vessel-owning subsidiaries, Moonsprite Shipping Corp., entered into a $58.0 million secured term loan facility with Crédit Agricole Corporate and Investment Bank (“CACIB”) and the Export-Import Bank of Korea (“KEXIM”) to finance our acquisition of Nissos Anafi , which agreement we amended and restated on November 11, 2020 in order to include a hedging mechanism and further amended and restated again on June 16, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR.
This loan was prepaid in June 2023. 76 Table of Contents $58.0 Million Secured Term Loan Facility On February 27, 2019, we, through one of our vessel-owning subsidiaries, Moonsprite Shipping Corp., entered into a $58.0 million secured term loan facility with Crédit Agricole Corporate and Investment Bank (“CACIB”) and the Export-Import Bank of Korea (“KEXIM”) to finance our acquisition of Nissos Anafi , which agreement we amended and restated on November 11, 2020 in order to include a hedging mechanism and further amended and restated again on June 16, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR.
We define operating days as the number of calendar days in a period less any scheduled or unscheduled days that our vessels are off-hire due to unforeseen technical and commercial circumstances. We and the shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenues. Off-hire.
We define operating days as the number of calendar days in a period less any scheduled or unscheduled days that our vessels are off-hire due to unforeseen technical circumstances. We and the shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenues. Off-hire.
The Nissos Rhenia was delivered in May 2019 and the Nissos Despotiko was delivered in June 2019. 75 Table of Contents $194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria On March 21, 2022, we, through two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd, entered into an approximate $145.5 million sale and leaseback agreements with CMB Financial Leasing Co., Ltd.
The Nissos Rhenia was delivered in May 2019 and the Nissos Despotiko was delivered in June 2019. ​ 78 Table of Contents $194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria On March 21, 2022, we, through two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd, entered into an approximate $145.5 million sale and leaseback agreements with CMB Financial Leasing Co., Ltd.
As of the date of this Annual Report we have no contractual commitments for the acquisition of any vessel. Our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after December 31, 2023.
As of the date of this Annual Report we have no contractual commitments for the acquisition of any vessel. Our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after December 31, 2024.
If the purchase option date falls after the first but prior to the seventh anniversary of December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to Nissos Nikouria ), the purchase option price for the relevant vessel is an amount equal to the opening capital balance i.e., $72,750,000 amount drawn per vessel (75% of the purchase price) minus charterhire paid (the “owner’s costs”), plus (a) accrued but unpaid charterhire, (b) breakfunding costs including any swap costs, (c) legal and other documented costs of the owner to sell the relevant vessel, and any other additional amounts due under the sale and leaseback documentation.
If the purchase option date falls after the first but prior to the seventh anniversary of December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to Nissos Nikouria ), the purchase option price for the relevant vessel is an amount equal to the opening capital balance i.e., $72,750,000 amount drawn per vessel (75% of the purchase price) minus charter hire paid (the “owner’s costs”), plus (a) accrued but unpaid charter hire, (b) breakfunding costs including any swap costs, (c) legal and other documented costs of the owner to sell the relevant vessel, and any other additional amounts due under the sale and leaseback documentation.
This loan was prepaid in June 2023. 76 Table of Contents $35.1 Million Unsecured Sponsor Loan On April 18, 2022, we (on behalf of two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd), entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr.
This loan was prepaid in June 2023. 79 Table of Contents $35.1 Million Unsecured Sponsor Loan On April 18, 2022, we (on behalf of two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd), entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr.
We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current credit facility requirements for the next twelve months. Please see Note 13, Long-term borrowings, to our consolidated financial statements for additional information about our indebtedness.
We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current credit facility requirements for the next twelve months. Please see Note 12, Long-Term Borrowings, to our consolidated financial statements for additional information about our indebtedness.
If the purchase option date falls prior to the seventh anniversary of the date of the vessel’s delivery, the purchase option price is an amount equal to the opening capital balance (i.e. $73,450,000 (being 65% of the purchase price) minus the fixed amount of charterhire paid on the purchase date (the “owners’ costs”), plus (a) accrued but unpaid charterhire, (b) legal and other documented costs of the owner to sell the vessel, (c) any break-funding costs, and (d) any other additional amounts due under the sale and leaseback documentation.
If the purchase option date falls prior to the seventh anniversary of the date of the vessel’s delivery, the purchase option price is an amount equal to the opening capital balance (i.e. $73,450,000 (being 65% of the purchase price) minus the fixed amount of charter hire paid on the purchase date (the “owners’ costs”), plus (a) accrued but unpaid charter hire, (b) legal and other documented costs of the owner to sell the vessel, (c) any break-funding costs, and (d) any other additional amounts due under the sale and leaseback documentation.
We have policies to limit the amount of credit exposure to any particular financial institution. As of December 31, 2023 and 2022, we did not use any financial instruments other than those used to hedge against market and interest rate fluctuations. For further information please see “Item 11.
We have policies to limit the amount of credit exposure to any particular financial institution. As of December 31, 2024 and 2023, we did not use any financial instruments other than those used to hedge against market and interest rate fluctuations. For further information please see “Item 11.
Under voyage charters, the majority of voyage expenses are generally borne by us, whereas for vessels under time charters such expenses are borne by the charterer. The increase in voyage expenses was primarily due to the employment of our vessels under voyage charters and consequently higher bunker fuel cost and port expenses as compared with the corresponding period in 2022.
Under voyage charters, the majority of voyage expenses are generally borne by us, whereas for vessels under time charters such expenses are borne by the charterer. The increase in voyage expenses was primarily due to the employment of our vessels under voyage charters and consequently higher bunker fuel cost and port expenses as compared with the corresponding period in 2023.
If the purchase option date falls on the seventh anniversary of December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to Nissos Nikouria ), the purchase option price for the relevant vessel is an amount equal to $40,921,875 (the “amended owner’s costs”), plus (a) accrued but unpaid charterhire, (b) and other documented costs of the owner to sell the relevant vessel, and (c) any other additional amounts due under the sale and leaseback documentation.
If the purchase option date falls on the seventh anniversary of December 31, 2023 (with respect to Nissos Kea ) and March 3, 2024 (with respect to Nissos Nikouria ), the purchase option price for the relevant vessel is an amount equal to $40,921,875 (the “amended owner’s costs”), plus (a) accrued but unpaid charter hire, (b) and other documented costs of the owner to sell the relevant vessel, and (c) any other additional amounts due under the sale and leaseback documentation.
Critical Accounting Policies Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
Material Accounting Policies Material accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
The charter period is 84 months from the vessel’s delivery date and charterhire is payable quarterly in a fixed amount equal to approximately $1.2 million plus a variable amount priced at 190 basis points over the applicable three-month Term SOFR.
The charter period is 84 months from the vessel’s delivery date and charter hire is payable quarterly in a fixed amount equal to approximately $1.2 million plus a variable amount priced at 190 basis points over the applicable three-month Term SOFR.
We repurchased the Milos in February 2024, and therefore this sale and leaseback arrangement is no longer in effect. $54.0 Million Sale and Leaseback Agreement — Poliegos On June 8, 2017, we, through one of our subsidiaries, Omega Two Marine Corp., entered into a $47.2 million sale and leaseback agreement with Ocean Yield with respect to our vessel, Poliegos , which included a $6.8 million non-cash element.
We repurchased the Milos in February 2024, and therefore this sale and leaseback arrangement is no longer in effect. 77 Table of Contents $54.0 Million Sale and Leaseback Agreement — Poliegos On June 8, 2017, we, through one of our subsidiaries, Omega Two Marine Corp., entered into a $47.2 million sale and leaseback agreement with Ocean Yield with respect to our vessel, Poliegos , which included a $6.8 million non-cash element.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. 79 Table of Contents Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of calendar days during that period.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. ​ 83 Table of Contents Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of calendar days during that period.
This facility is secured by, among other things, a first priority mortgage on Milos and is guaranteed by us. 74 Table of Contents $56.0 Million Sale and Leaseback Agreement — Milos On January 29, 2019, we, through one of our subsidiaries, Omega One Marine Corp., entered into a $49.0 million sale and leaseback agreement with Ocean Yield with respect to our vessel, Milos , which included a $7.0 million non-cash element.
This facility is secured by, among other things, a first priority mortgage on Milos and is guaranteed by us. $56.0 Million Sale and Leaseback Agreement — Milos On January 29, 2019, we, through one of our subsidiaries, Omega One Marine Corp., entered into a $49.0 million sale and leaseback agreement with Ocean Yield with respect to our vessel, Milos , which included a $7.0 million non-cash element.
As of December 31, 2023 and December 31, 2022, we did not have any material commitments for capital expenditures and we do not expect to have any other requirement or obligation, to which we should allocate capital resources. Please see “Item 5.B.
As of December 31, 2024 and December 31, 2023, we did not have any material commitments for capital expenditures and we do not expect to have any other requirement or obligation, to which we should allocate capital resources. Please see “Item 5.B.
The charter is guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease, as well as entered into assignment of earnings, assignment of insurances, charter guarantee, pledge of account and a manager’s undertaking.
The charter was guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease, as well as entered into assignment of earnings, assignment of insurances, charter guarantee, pledge of account and a manager’s undertaking.
Our credit facilities discussed above have, among other things, the following restrictive covenants which limit our ability to: ● incur additional indebtedness; ● sell the collateral vessel, if applicable; ● make additional investments or acquisitions; ● pay dividends at certain times; ● effect a change to the general nature of the business; or 77 Table of Contents ● effect a change of control of us.
Our credit facilities discussed above have, among other things, the following restrictive covenants which limit our ability to: ● incur additional indebtedness; ● sell the collateral vessel, if applicable; ● make additional investments or acquisitions; ● pay dividends at certain times; ● effect a change to the general nature of the business; or ● effect a change of control of us.
Operating Results Principal Factors Affecting Our Business The principal factors that affect our financial position, results of operations and cash flows include the following: ● number of vessels owned and operated; ● voyage charter rates; ● time charter trip rates; ● period time charter rates; ● the nature and duration of our voyage charters; ● vessels repositioning; 63 Table of Contents ● vessel operating expenses and direct voyage costs; ● maintenance and upgrade work; ● the age, condition and specifications of our vessels and other vessels we may acquire; ● issuance of our common shares and other securities; ● amount of debt obligations; and ● financing costs related to debt obligations.
Operating Results Principal Factors Affecting Our Business The principal factors that affect our financial position, operating results and cash flows include the following: ● number of vessels owned and operated; ● voyage charter rates; ● time charter trip rates; ● period time charter rates; ● the nature and duration of our voyage charters; ● vessels repositioning; ● vessel operating expenses and direct voyage costs; ● maintenance and upgrade work; ● the age, condition and specifications of our vessels and other vessels we may acquire; ● issuance of our common shares and other securities; ● amount of debt obligations; and ● financing costs related to debt obligations.
Thus, for so long as we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to not be subject to more stringent executive compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.
Thus, for so long as we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to not be subject to more stringent executive compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer. See “Item 16G.
Financial Instruments The major trading currency of our business is the U.S. dollar. Movements in the U.S. dollar relative to other currencies can potentially impact our operating and administrative expenses and therefore our operating results. 78 Table of Contents We believe that we have a low-risk approach to treasury management.
Financial Instruments The major trading currency of our business is the U.S. dollar. Movements in the U.S. dollar relative to other currencies can potentially impact our operating and administrative expenses and therefore our operating results. We believe that we have a low-risk approach to treasury management.
The charter hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum, relating to the transition from LIBOR.
The charter hire was subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum, relating to the transition from LIBOR.
We believe that our cash flows from operations, amounts available for borrowing under our financing agreements and our cash balance will be sufficient to meet our existing liquidity requirements for at least the next twelve months from December 31, 2023. Please see Note 13, Long-term borrowings, to our consolidated financial statements for additional information about our indebtedness.
We believe that our cash flows from operations, amounts available for borrowing under our financing agreements and our cash balance will be sufficient to meet our existing liquidity requirements for at least the next twelve months from December 31, 2024. Please see Note 12, Long-Term Borrowings, to our consolidated financial statements for additional information about our indebtedness.
For a description of our critical accounting judgements and key sources of estimation uncertainty, see Note 5, Critical accounting judgments and key sources of estimation uncertainty, to our consolidated financial statements. 81 Table of Contents
For a description of our critical accounting judgements and key sources of estimation uncertainty, see Note 5, Critical Accounting Judgments and Key Sources of Estimation Uncertainty, to our consolidated financial statements. 85 Table of Contents
Financial Statements — Note 4 — Significant Accounting Policies.” In the case of tankers, drydocking costs may also be affected by new rules and regulations. For further information, please see “Item 4. B.
Financial Statements — Note 4 — Summary of Material Accounting Policies.” In the case of tankers, drydocking costs may also be affected by new rules and regulations. For further information, please see “Item 4. B.
Other income/(expenses) primarily consists of interest income/expense, other finance costs, realized/unrealized gain/loss from derivative instruments as well as various other expenses.
Other income/(expenses) primarily consists of interest income/expense, other finance costs, realized/unrealized gain/loss from derivative instruments, gain from modification of loans, as well as various other expenses.
Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 ​ 2021 Fleet Data: ​ Calendar days 5,110 4,868 5,568 ​ Operating days 5,023 4,833 5,279 ​ Fleet utilization 98 % 99 % 95 % ​ The following is a reconciliation of revenue to time charter equivalent revenue and the calculation of Daily TCE rate for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 (Expressed in U.S.
Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 2022 Fleet Data: ​ Calendar days 5,124 5,110 4,868 ​ Operating days 4,954 5,023 4,833 ​ Fleet utilization 97 % 98 % 99 % ​ The following is a reconciliation of revenue to time charter equivalent revenue and the calculation of Daily TCE rate for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 (Expressed in U.S.
Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in tankers rates. Spot charters also expose vessel owners to the risk of declining tanker rates and rising fuel costs in case of voyage charters.
Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in tankers rates. Spot charters also expose vessel owners to the risk of declining tanker rates and rising fuel costs in case of voyage charters. Please see “Item 3.D.
This loan was prepaid in June 2023. 72 Table of Contents $103.2 Million Secured Term Loan Facility On September 9, 2020, we, through two of our vessel-owning subsidiaries, Omega Six Marine Corp. and Omega Ten Marine Corp., entered into an approximately $103.2 million secured term loan facility with KEXIM Bank (UK) Limited to finance our acquisition of Nissos Sikinos and Nissos Sifnos , which we amended and restated on July 6, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to the term SOFR reference rate administered by CME Group Benchmark Administration Limited (“Term SOFR”), subject to (i) a mandatory switch mechanism to the daily non-cumulative compounded SOFR (“Compounded SOFR”) and (ii) the borrowers’ option to switch the interest rate to Compounded SOFR.
This loan was prepaid in June 2023. 75 Table of Contents $103.2 Million Secured Term Loan Facility On September 9, 2020, we, through two of our vessel-owning subsidiaries, Omega Six Marine Corp. and Omega Ten Marine Corp., entered into an approximately $103.2 million secured term loan facility with KEXIM Bank (UK) Limited to finance our acquisition of Nissos Sikinos and Nissos Sifnos , which we amended and restated on July 6, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to the Term SOFR, subject to (i) a mandatory switch mechanism to the daily non-cumulative compounded SOFR (“Compounded SOFR”) and (ii) the borrowers’ option to switch the interest rate to Compounded SOFR.
All of our vessels are pledged as collateral to the banks, and therefore if we were to sell one or more of those vessels, the net proceeds of such sale would be used first to repay the outstanding debt to which the vessel is collateralized, and the remainder, if any, would be for our use, subject to the terms of our remaining outstanding loan and credit arrangements.
All of our vessels are pledged as collateral to the banks (or are directly owned by a leasing house), and therefore if we were to sell one or more of those vessels, the net proceeds of such sale would be used first to repay the outstanding debt to which the vessel is collateralized, and the remainder, if any, would be for our use, subject to the terms of our remaining outstanding loan and credit arrangements.
Daily Time Charter Equivalent (“TCE”) Rate . The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate is not a measure of revenue under U.S.
Daily Time Charter Equivalent (“TCE”) Rate . The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate and time charter equivalent revenue are not measures of revenue under U.S.
The charter is guaranteed by us, and we have also entered into an account charge and a pledge of the shares of the bareboat charterer. $11 Million Scrubber Financing On June 25, 2019, we entered into an $11 million facility agreement with BNP Paribas, with four of our subsidiaries, Therassia Marine Corp., Ios Maritime Corp., Omega Three Marine Corp. and Omega Four Marine Corp., acting as guarantors, in order to finance the installation of scrubbers on six vessels in our fleet, namely, Nissos Therassia , Nissos Schinoussa , Kimolos , Folegandros , Milos and Poliegos .
The charter is guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease (if desired by the counterparty) and we have also entered into an account charge and a pledge of the shares of the bareboat charterer. $11.0 Million Scrubber Financing On June 25, 2019, we entered into an $11.0 million facility agreement with BNP Paribas, with four of our subsidiaries, Therassia Marine Corp., Ios Maritime Corp., Omega Three Marine Corp. and Omega Four Marine Corp., acting as guarantors, in order to finance the installation of scrubbers on six vessels in our fleet, namely, Nissos Therassia , Nissos Schinoussa , Kimolos , Folegandros , Milos and Poliegos .
Each charter is guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease (no mortgage on either vessel has been registered so far) as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties assignment, and a manager’s undertaking. $73.5 Million Sale and Leaseback Agreement — Nissos Anafi On January 29, 2024, we, through one of our subsidiaries Moonsprite Shipping Corp., entered into an approximately $73.5 million sale and leaseback agreements with CMBFL, with respect to our vessel Nissos Anafi .
Each charter is guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease (if desired by the counterparty) as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties assignment, and a manager’s undertaking. $73.5 Million Sale and Leaseback Agreement — Nissos Anafi On January 29, 2024, we, through one of our subsidiaries Moonsprite Shipping Corp., entered into an approximately $73.5 million sale and leaseback agreements with CMBFL, with respect to our vessel Nissos Anafi .
Working Capital Requirements and Sources of Capital Working capital, which is current assets, minus current liabilities, amounted to approximately $32.3 million as of December 31, 2023 and $61.6 million as of December 31, 2022. If we are unable to satisfy our liquidity requirements, we may not be able to continue as a going concern.
Working Capital Requirements and Sources of Capital Working capital, which is current assets, minus current liabilities, amounted to approximately $ 46.2 million as of December 31, 2024 and $32.3 million as of December 31, 2023. If we are unable to satisfy our liquidity requirements, we may not be able to continue as a going concern.
Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk and — Market Risk.” C. Research and development, patents and licenses, etc. Not applicable. D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2023, the BDTI reached a high of 1,648 and a low of 713.
Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk and — Market Risk.” C. Research and development, patents and licenses, etc. Not applicable. D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2024, the BDTI reached a high of 1552 and a low of 860.
In the shipping industry, economic decisions are based on vessels’ deployment upon anticipated Daily TCE Rates, and industry analysts typically measure shipping freight rates in terms of Daily TCE Rates.
In the shipping industry, economic decisions are based on vessels’ deployment upon anticipated Daily TCE Rates and time charter equivalent revenue, and industry analysts typically measure shipping freight rates in terms of Daily TCE Rates.
Cash Flows As of December 31, 2023, our cash and cash equivalent balances amounted to $54.9 million, $4.9 million of which were classified as restricted cash. As of December 31, 2022, our cash and cash equivalent balances amounted to $88.3 million, $6.9 million of which were classified as restricted cash.
Cash Flows As of December 31, 2024, our cash and cash equivalent balances amounted to $54.3 million, $4.9 million of which were classified as restricted cash. As of December 31, 2023, our cash and cash equivalent balances amounted to $54.9 million, $4.9 million of which were classified as restricted cash.
In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from the Russian/ Ukraine conflict and general conditions in the tanker market.
In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from geopolitical conflict and wars, including the Russian/ Ukraine conflict and potential hostilities in the Middle East, and general conditions in the tanker market.
More specifically, the utilization of the Company’s vessels in the voyage charter market increased to 80% for the year ended December 31, 2023 from 60% for the year ended December 31, 2022. Fuel cost increased from $55.7 million for the year ended December 31, 2022 to $76.2 million for the year ended December 31, 2023.
More specifically, the utilization of the Company’s vessels in the voyage charter market increased to 97% for the year ended December 31, 2024 from 80% for the year ended December 31, 2023. Fuel cost increased from $76.2 million for the year ended December 31, 2023 to $88.7 million for the year ended December 31, 2024.
Under the agreement, the loaned amount of approximately $17.6 million for each vessel bears a fixed interest cost of 3.5% per annum and is repayable at our sole discretion without penalty, up to the maturity date of two years from the relevant vessel’s delivery. We repaid $16.7 million in principal under this loan facility in March 2024.
Under the agreement, the loaned amount of approximately $17.6 million for each vessel bears a fixed interest cost of 3.5% per annum and is repayable at our sole discretion without penalty, up to the maturity date of two years from the relevant vessel’s delivery.
Financial Statements.” For a discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see “Item 5.A. Operating Results — Results of Operations — Year ended December 31, 2022 compared with the year ended December 31, 2021” and “Item 5.B.
Financial Statements.” 66 Table of Contents For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see “Item 5.A. Operating Results — Results of Operations — Year ended December 31, 2023 compared with the year ended December 31, 2022” and “Item 5.B.
We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held in U.S. dollars and Euros.
We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents.
We also have the option to repurchase the vessel at the end of years 7, 10, and 12, and at purchase option prices that range from $31.1 million to $17.2 million at the end of year 12.
We also had the option to repurchase the vessel at the end of years 7, 10, and 12, and at purchase option prices that range from $31.1 million to $17.2 million at the end of year 12. The vessel was delivered in June 2017.
Commissions We pay commissions of typically up to 6.25% of the total daily charter hire rate of each charter to unaffiliated ship brokers and to in-house brokers associated with the charterer, depending on the number of brokers involved with arranging the charter.
Commissions We pay commissions of typically up to 3.75% of the total daily charter hire rate of each charter to unaffiliated ship brokers associated with the charterer, depending on the number of brokers involved with arranging the charter.
The Daily TCE Rate is a measure used to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors. 80 Table of Contents In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance.
The Daily TCE Rate and time charter equivalent revenue are measures used to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate and time charter equivalent revenue provide meaningful information to our investors. 84 Table of Contents In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance.
As of December 31, 2022, our cash and cash equivalent balances amounted to $88.3 million, held in U.S. Dollar accounts, $6.9 million of which are classified as restricted cash.
As of December 31, 2023, our cash and cash equivalent balances amounted to $54.9 million, held in U.S. Dollar accounts, $4.9 million of which are classified as restricted cash.
Vessel operating expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2023 2022 Increase Vessel operating expenses (41.7) (35.7) ​ 17 % ​ Vessel operating expenses were $41.7 million for the year ended December 31, 2023, an increase of $6.0 million, from $35.7 million for the year ended December 31, 2022.
Vessel operating expenses ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Increase ​ Vessel operating expenses (42.4) ​ (41.7) ​ 2 % ​ Vessel operating expenses were $42.4 million for the year ended December 31, 2024, an increase of $0.7 million, from $41.7 million for the year ended December 31, 2023.
As of December 31, 2022, we had an indebtedness of $739.0 million, which after excluding unamortized financing fees amounts to a total indebtedness of $744.8 million. 69 Table of Contents As of December 31, 2023, our cash and cash equivalent balances amounted to $54.9 million, primarily held in U.S. Dollar accounts, $4.9 million of which are classified as restricted cash.
As of December 31, 2023, we had an indebtedness of $698.5 million, which after excluding unamortized financing fees amounts to a total indebtedness of $693.3 million. As of December 31, 2024, our cash and cash equivalent balances amounted to $54.3 million, primarily held in U.S. Dollar accounts, $4.9 million of which are classified as restricted cash.
Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future. Inflation has had a moderate impact on our vessel operating expenses and corporate overheads.
Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future.
Liquidity and Capital Resources” contained in Amendment No. 1 to our registration statement on Form 20-F, filed with the Commission on November 22, 2023. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3.D.
Liquidity and Capital Resources” contained in our annual report on Form 20-F filed with the SEC on April 30, 2024. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3.D.
The charter hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR.
The charter hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR. Each charter is guaranteed by us, and we have permitted a mortgage to be filed regarding the finance lease.
It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing.
Inflation Inflation has had an impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing.
Depreciation ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2023 2022 Increase Depreciation (40.4) (38.0) ​ 6.0 % ​ Depreciation was $40.4 million for the year ended December 31, 2023, an increase of $2.4 million, from $38.0 million for the year ended December 31, 2022.
Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Increase ​ Depreciation and amortization (41.1) ​ (40.4) ​ 2 % ​ Depreciation and amortization was $41.1 million for the year ended December 31, 2024, an increase of $0.7 million, from $40.4 million for the year ended December 31, 2023.
This increase is attributable to the (a) improved spot rates that prevailed during the period and (b) fleet expansion attributable to the acquisition of vessels Nissos Kea and Nissos Nikouria . 70 Table of Contents Net Cash from Investing Activities Net cash from investing activities was as follows: For the year-ended December 31, 2023, net cash provided by investing activities was $1.0 million as a result of: (a) the increase in interest income received from time deposits of $2.2 million resulting from rising interest rates and (b) the reduction of restricted cash of $2.0 million as a result of the Kimolos , Nissos Donoussa , Nissos Kythnos , Nissos Sifnos and Nissos Sikinos refinancings, partially offset by payments for drydock expenses for Kimolos and Folegandros of $3.3 million.
For the year ended December 31, 2023, net cash provided by investing activities was $1.0 million as a result of (a) the increase in interest income received from time deposits of $2.2 million resulting from rising interest rates and (b) the reduction of restricted cash of $2.0 million as a result of the Kimolos , Nissos Donoussa , Nissos Kythnos , Nissos Sifnos and Nissos Sikinos refinancings, partially offset by payments for drydock expenses for Kimolos and Folegandros of $3.3 million.
Loan Covenants Our credit facilities and financing obligations discussed above, have, among other things, the following financial covenants relating to the Company as guarantor, as amended or waived, the most stringent of which, as of the date of this Annual Report, require us to maintain: ● a security cover ratio ( which is a minimum percentage of the vessel market value over the secured outstanding loan amount) of no less than 170%; ● minimum corporate liquidity, being the higher of $10,000,000 and $750,000 per vessel, in the form of free and unencumbered cash and cash equivalents; ● a consolidated net worth of more than $100,000,000; and ● a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more than 75%.
Loan Covenants Our credit facilities and financing obligations discussed above, have, among other things, the following financial covenants relating to the Company as guarantor, as amended or waived, the most stringent of which, as of the date of this Annual Report, require us to maintain: ● minimum corporate liquidity, being the higher of $10,000,000 and $750,000 per vessel, in the form of free and unencumbered cash and cash equivalents; ● a consolidated net worth of more than $100,000,000; ● a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more than 75%; and 80 Table of Contents ● the listed status of our common shares on an exchange operated by the Oslo Børs, the NYSE or on such other acceptable stock exchange.
We also incur finance costs in establishing our debt facilities. 65 Table of Contents Unrealized/Realized Gain/Loss from Derivatives Unrealized/realized gain/loss from derivatives represents (1) the fluctuations in the fair value of the Company’s derivative instruments, recorded as unrealized gain or loss and (2) the actual amounts paid or received upon termination of the derivative instruments, recorded as realized gain or loss in the statements of profit or loss.
Unrealized/Realized Gain/Loss from Derivatives Unrealized/realized gain/loss from derivatives represents (1) the fluctuations in the fair value of the Company’s derivative instruments, recorded as unrealized gain or loss and (2) the actual amounts paid or received upon termination of the derivative instruments, recorded as realized gain or loss in the statements of profit or loss.
Each of the two tranches of the facility is repayable in 28 quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of $39,835,000 due upon maturity.
Each of the two tranches of the facility was repayable in 28 quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of $39,835,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on the Nissos Donoussa and is guaranteed by us.
Voyage and Time Charters Voyage charters or spot voyages are charters under which the customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. We pay all of the voyage expenses.
Revenues from vessels on voyage charter are more volatile, as they are typically tied to prevailing market rates. Voyage and Time Charters Voyage charters or spot voyages are charters under which the customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. We pay all of the voyage expenses.
Dollars) ​ ​ ​ Revenue ​ $ 413,096,606 ​ $ 270,972,421 ​ $ 168,998,225 Voyage expenses ​ $ (109,559,239) ​ $ (74,086,221) ​ $ (45,006,762) Commissions ​ $ (5,757,159) ​ $ (3,382,419) ​ $ (2,229,156) Time charter equivalent revenue ​ $ 297,780,208 ​ $ 193,503,781 ​ $ 121,762,307 Operating days ​ 5,023 ​ 4,833 ​ 5,279 Daily TCE Rate ​ $ 59,283 ​ $ 40,040 ​ $ 23,064 ​ The following table reconciles our vessel operating expenses to vessel operating expenses including management fees (a non-GAAP and non-IFRS measure).
Dollars) ​ ​ ​ Revenue ​ $ 393,229,831 ​ $ 413,096,606 ​ $ 270,972,421 Voyage expenses ​ $ (127,196,305) ​ $ (109,559,239) ​ $ (74,086,221) Commissions ​ $ (3,997,596) ​ $ (5,757,159) ​ $ (3,382,419) Time charter equivalent revenue ​ $ 262,035,930 ​ $ 297,780,208 ​ $ 193,503,781 Operating days ​ 4,954 ​ 5,023 ​ 4,833 Daily TCE Rate ​ $ 52,898 ​ $ 59,281 ​ $ 40,040 ​ The following table reconciles our vessel operating expenses to vessel operating expenses, including management fees (a non-GAAP and non-IFRS measure).
Consistent with industry practice, we use the Daily TCE Rates because it provides a means of comparison between different types of vessel employment and, therefore, assists in evaluating their financial performance and in our decision-making process regarding the deployment and use of our vessels and in evaluating our financial performance. The Daily TCE rate is a non-GAAP and non-IFRS measure.
Consistent with industry practice, we use the Daily TCE Rates and time charter equivalent revenue because they provide a means of comparison between different types of vessel employment and, therefore, assist in evaluating their financial performance and in our decision-making process regarding the deployment and use of our vessels and in evaluating our financial performance.
Dollars) ​ ​ ​ Vessel operating expenses ​ $ 41,742,285 ​ $ 35,740,460 ​ $ 40,695,997 Management fees ​ $ 4,599,000 ​ $ 4,381,200 ​ $ 5,425,200 Vessel operating expenses, including management fees ​ $ 46,341,285 ​ $ 40,121,660 ​ $ 46,121,197 Calendar days ​ 5,110 ​ 4,868 ​ 5,568 Daily vessel operating expenses, including management fees ​ $ 9,069 ​ $ 8,242 ​ $ 8,283 ​ E.
Dollars) ​ ​ ​ Vessel operating expenses ​ $ 42,434,258 ​ $ 41,742,285 ​ $ 35,740,460 Management fees ​ $ 4,611,600 ​ $ 4,599,000 ​ $ 4,381,200 Vessel operating expenses, including management fees ​ $ 47,045,858 ​ $ 46,341,285 ​ $ 40,121,660 Calendar days ​ $ 5,124 ​ $ 5,110 ​ 4,868 Daily vessel operating expenses, including management fees ​ $ 9,181 ​ $ 9,069 ​ $ 8,242 ​ E.
Our medium- and long-term liquidity requirements relate to the operation and maintenance of our vessels, including covering costs of compliance with existing or future environmental or other regulations, which may be material. Sources of funding for these requirements include cash flows from operations or new debt financings if required.
Our medium- and long-term liquidity requirements relate to the operation and maintenance of our vessels, including covering costs of compliance with existing or future environmental or other regulations, which may be material.
For a description of all our significant accounting policies, see Note 4 to our annual audited financial statements included in this Annual Report. Important Financial and Operational Terms and Concepts We use a variety of financial and operational terms and concepts when analyzing our performance. These include the following: Revenues Revenues include revenues from time charters and voyage charters.
For a description of all our material accounting policies, see Note 4, Summary of Material Accounting Policies, to our annual audited financial statements included in this Annual Report. 67 Table of Contents Important Financial and Operational Terms and Concepts We use a variety of financial and operational terms and concepts when analyzing our performance.
We believe the Daily TCE Rate provides additional meaningful information in conjunction with vessel operating expenses, the most directly comparable GAAP and IFRS measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance.
The Daily TCE rate is a non-GAAP and non-IFRS measure. We believe the Daily TCE Rate and time charter equivalent revenue provide additional meaningful information in conjunction with Revenue, the most directly comparable GAAP and IFRS measure, because they assist our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance.
The vessel was delivered in June 2017. $167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko On February 10, 2018, we, through two of our subsidiaries, Omega Five Marine Corp. and Omega Seven Marine Corp., entered into approximate $150.52 million sale and leaseback agreements with Ocean Yield with respect to our vessels, Nissos Rhenia and Nissos Despotiko .
The Poliegos New Facility is secured by, among other things, security (mortgage) over the Poliegos , and is guaranteed by us. $167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko On February 10, 2018, we, through two of our subsidiaries, Omega Five Marine Corp. and Omega Seven Marine Corp., entered into approximate $150.52 million sale and leaseback agreements with Ocean Yield with respect to our vessels, Nissos Rhenia and Nissos Despotiko .
Voyage Expenses Voyage expenses mainly relate to voyage charter agreements and consist of port, canal and bunker costs that are unique to a particular voyage and are recognized as incurred.
Voyage Expenses Voyage expenses mainly relate to voyage charter agreements and consist of port, canal and bunker costs that are unique to a particular voyage and are recognized as incurred. Under our time charter arrangements, charterers bear substantially all voyage expenses, including bunker fuel, port charges and canal tolls.
The principal factors that affect our profitability, cash flows and shareholders’ return on investment include: ● charter rates and periods of charter hire for our tanker vessels; ● utilization of our tanker vessels (earnings efficiency); ● levels of our tanker vessels’ operating expenses and drydocking costs; ● depreciation and amortization expenses; ● financing costs; and ● fluctuations in foreign exchange rates.
The principal factors that affect our profitability, cash flows and shareholders’ return on investment include: ● charter rates and periods of charter hire for our tanker vessels; ● utilization of our tanker vessels (earnings efficiency); ● levels of our tanker vessels’ operating expenses and drydocking costs; ● depreciation and amortization expenses; ● financing costs; and ● fluctuations in foreign exchange rates. 69 Table of Contents Implications of Being an Emerging Growth Company and a Foreign Private Issuer We continue to qualify as an “emerging growth company” as defined in the JOBS Act.
Other income/(expenses) ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2023 2022 Increase Other income/(expenses) (55.9) (25.6) ​ 118 % ​ Other expenses, net were $55.9 million for the year ended December 31, 2023, an increase of $30.3 million, from $25.6 million for the year ended December 31, 2022.
Other income/(expenses) ​ ​ ​ ​ ​ ​ ​ ​ (In millions of U.S. dollars) 2024 2023 Decrease ​ Other income/(expenses) (54.1) ​ (55.9) ​ 3 % ​ Other expenses, net were $54.1 million for the year ended December 31, 2024, a decrease of $1.8 million, from $55.9 million for the year ended December 31, 2023.
These provisions include: ● exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley; ● 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. 66 Table of Contents We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sell our common equity securities pursuant to an effective registration statement under the Securities Act or such earlier time that we are no longer an emerging growth company.
These provisions include: ● exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley; ● 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.
Furthermore, the Company paid financing fees related to the new loans of $1.7 million and acquired own stock of $1.0 million. As of the date of this Annual Report we have no contractual commitments for the acquisition of any vessel. For further information, please see “— Working Capital Requirements and Sources of Capital” above.
As of the date of this Annual Report we have no contractual commitments for the acquisition of any vessel. For further information, please see “— Working Capital Requirements and Sources of Capital” above.
Revenues are affected by hire rates and the number of operating days. Revenues are also affected by the mix of business between vessels on time charter and vessels operating on voyage charter. Revenues from vessels on voyage charter are more volatile, as they are typically tied to prevailing market rates.
These include the following: Revenues Revenues include revenues from time charters and voyage charters. Revenues are affected by hire rates and the number of operating days. Revenues are also affected by the mix of business between vessels on time charter and vessels operating on voyage charter.
(2) We exercised our right to repurchase the vessel in January 2024 and therefore this sale and leaseback agreement is no longer in effect. We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current credit facility requirements for the next twelve months.
We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current credit facility requirements for the next twelve months.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

27 edited+10 added−17 removed25 unchanged
Biggest changeThe nominating/corporate governance committee (a) identifies individuals qualified to become board members consistent with board-approved criteria and the process for board selection of nominees for election by shareholders; (b) selects, or recommends that board select, director nominees for next annual meeting of shareholders; (c) develops and recommends to board a set of corporate governance guidelines; (d) oversees evaluation of board and management; and (e) annually performs an evaluation of the nominating/corporate governance committee.
Biggest changeThe nominating/corporate governance committee (a) identifies individuals qualified to become board members consistent with board-approved criteria and the process for board selection of nominees for election by shareholders; (b) selects, or recommends that board select, director nominees for next annual meeting of shareholders; (c) develops and recommends to board a set of corporate governance guidelines; (d) oversees evaluation of board and management; and (e) annually performs an evaluation of the nominating/corporate governance committee. 89 Table of Contents Foreign Private Issuer Exemption In general, under the NYSE corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of the NYSE.
In line with NYSE requirements, we have established a clawback policy which, subject to limited exceptions, requires that any incentive compensation (including both cash and equity compensation) paid to any current or former executive officer on or after October 2, 2023 is subject to recoupment if (i) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct; and (ii) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement.
In line with NYSE requirements, we have established a clawback policy which, subject to limited exceptions, requires that any incentive compensation (including both cash and equity compensation) paid to any current or former executive officer on or after October 2, 2023 is subject to recoupment if (i) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct; and (ii) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement (“Clawback Policy”).
Ioannis Alafouzos is the father of our Chief Executive Officer, Aristidis Alafouzos. Iraklis Sbarounis has served as our Chief Financial Officer since January 2023. Mr. Sbarounis was previously with the TMS Shipping Group for 14 years, most recently having served as its Group CFO.
Ioannis Alafouzos is the father of our Chief Executive Officer, Aristidis Alafouzos. Iraklis Sbarounis has served as our Chief Financial Officer since January 2023. Mr. Sbarounis was previously with the TMS Group for 14 years, most recently having served as its Group CFO.
He holds a Bachelor’s degree in Economics from New York University. 82 Table of Contents Robert Knapp has been a director since our inception. He is the CIO of Ironsides Partners, an investment manager based in Boston, which he founded in 2007. Ironsides is an asset value investor with an emphasis on market dislocations or disruptions. Mr.
He holds a Bachelor’s degree in Economics from New York University. 86 Table of Contents Robert Knapp has been a director since our inception. He is the CIO of Ironsides Partners, an investment manager based in Boston, which he founded in 2007. Ironsides is an asset value investor with an emphasis on market dislocations or disruptions. Mr.
Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance standards. See “Item 10.B. — Memorandum and Articles of Association.” D.
Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance standards. See “Item 10.B. — Memorandum and Articles of Association,” “Item 16G.
(1) Shares owned both directly and beneficially owned through Glafki Marine Corp. (2) Mr. Knapp owns his shares through a retirement account as well as Ironsides Energy LLC, an entity that he wholly owns. F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None.
(1) Shares owned both directly and beneficially owned through Glafki Marine Corp. (2) Mr. Knapp owns his shares through a retirement account as well as Ironsides Energy LLC, an entity that he wholly owns. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None. 90 Table of Contents
KMC provides technical management services in respect of our vessels and ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that our vessels employ experienced and competent personnel. 86 Table of Contents E.
KMC provides technical management services in respect of our vessels and ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that our vessels employ experienced and competent personnel. E.
Each of the Corporate Governance Guidelines, audit committee charter, nominating/corporate governance committee charter and the remuneration committee charter is available on the Corporate Governance section of our website at www.okeanisecotankers.com and in print to any shareholder upon request.
Each of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, audit committee charter, nominating/corporate governance committee charter and the remuneration committee charter is available on the Corporate Governance section of our website at www.okeanisecotankers.com and in print to any shareholder upon request.
Information on or accessed through our website does not constitute a part of this Annual Report and is not incorporated by reference herein. 84 Table of Contents Audit Committee Our audit committee consists of Charlotte Stratos (Chairperson), Petros Siakotos Konstantinidis and John Kittmer, each of whom is an independent director.
Information on or accessed through our website does not constitute a part of this Annual Report and is not incorporated by reference herein. Audit Committee Our audit committee consists of Charlotte Stratos (Chairperson) and Petros Siakotos Konstantinidis, each of whom is an independent director.
Remuneration Committee Our remuneration committee consists of Charlotte Stratos (Chairperson), Robert Knapp and John Kittmer, each of whom is an independent director. The remuneration committee determines, reviews and approves or recommends the approval of the salaries and other remuneration for our executive officers and reviews other matters relating to remuneration and other material employment issues relating to our executive officers.
Corporate Governance.” Remuneration Committee Our remuneration committee consists of Charlotte Stratos (Chairperson) and Robert Knapp, each of whom is an independent director. The remuneration committee determines, reviews and approves or recommends the approval of the salaries and other remuneration for our executive officers and reviews other matters relating to remuneration and other material employment issues relating to our executive officers.
If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will be required to take all action necessary to comply with the NYSE corporate governance rules.
Please see “Item 16G. Corporate Governance.” If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will be required to take all action necessary to comply with the NYSE corporate governance rules.
Knapp was also a director of MPC Container Ships AS when it was founded. He is a graduate of Princeton University and Oxford University. Daniel Gold has been a director since our inception. He is the CEO of QVT Financial LP, an asset management company with offices in New York and New Delhi.
Knapp previously served as a director of MPC Container Ships AS when it was founded. He is a graduate of Princeton University and Oxford University. Daniel Gold has been a director since our inception. Mr. Gold is the founder and CEO of QVT Financial LP (“QVT”), an asset management company with offices in New York and New Delhi.
Share Ownership As of April 26, 2024, the beneficial interests of our directors and officers in our common shares were as follows, based on 32,194,108 common shares outstanding (and not taking into account any shares held in treasury): ​ ​ ​ ​ ​ ​ ​ ​ Name Position Shares held Percentage Ioannis Alafouzos (1) Chairman and Director 11,456,223 35.6 % Daniel Gold Director — — ​ Joshua Nemser Director — — ​ Robert Knapp (2) Director 225,000 * % John Kittmer Director — — ​ Charlotte Stratos Director — — ​ Petros Siakotos Konstantinidis Director — — ​ Aristidis Alafouzos Chief Executive Officer 79,800 * % Iraklis Sbarounis Chief Financial Officer 5,600 * % Christopher Papaioannou Chief Commercial Officer 11,200 * % * Denotes less than 1.0%.
Share Ownership As of March 28, 2025, the beneficial interests of our directors and officers in our common shares were as follows, based on 32,194,108 common shares outstanding (and not taking into account any shares held in treasury): ​ ​ ​ ​ ​ ​ ​ ​ Name Position Shares held Percentage Ioannis Alafouzos (1) Chairman and Director 11,456,223 35.6 % Daniel Gold Director — — ​ Joshua Nemser Director — — ​ Robert Knapp (2) Director 225,000 * % Francis Dunne Director — — ​ Charlotte Stratos Director — — ​ Petros Siakotos Konstantinidis Director — — ​ Aristidis Alafouzos Chief Executive Officer 79,800 * % Iraklis Sbarounis Chief Financial Officer 8,470 * % Christopher Papaioannou Chief Commercial Officer 11,200 * % * Denotes less than 1.0%.
Faliro, Greece. ​ ​ ​ ​ ​ Name Age Position Aristidis Alafouzos ​ 37 ​ Chief Executive Officer Ioannis Alafouzos ​ 66 ​ Chairman and Director Iraklis Sbarounis ​ 38 ​ Chief Financial Officer Christopher Papaioannou ​ 37 ​ Chief Commercial Officer Robert Knapp ​ 57 ​ Director* Daniel Gold ​ 56 ​ Director* Joshua Nemser ​ 39 ​ Director* Charlotte Stratos ​ 69 ​ Director* John Kittmer ​ 56 ​ Director* Petros Siakotos Konstantinidis ​ 59 ​ Director* * Independent Director Biographical information with respect to each of our directors and executives is set forth below.
Faliro, Greece. ​ ​ ​ ​ ​ Name Age Position Aristidis Alafouzos ​ 38 ​ Chief Executive Officer Ioannis Alafouzos ​ 67 ​ Chairman and Director Iraklis Sbarounis ​ 39 ​ Chief Financial Officer Christopher Papaioannou ​ 37 ​ Chief Commercial Officer Robert Knapp ​ 58 ​ Director* Daniel Gold ​ 57 ​ Director* Joshua Nemser ​ 40 ​ Director* Charlotte Stratos ​ 70 ​ Director* Francis Dunne ​ 69 ​ Director* Petros Siakotos Konstantinidis ​ 60 ​ Director* * Independent Director Biographical information with respect to each of our directors and executives is set forth below.
He then served as Senior Advisor to EBRD for the Greek market until 2018. He is currently a director and chief financial officer at NUR MINOS, a company developing renewable energy generation projects and is involved in several energy efficiency initiatives. Mr.
He then served as Senior Advisor to EBRD for the Greek market until 2018. For more than 20 years, until late 2023, he served as a director and chief financial officer at NUR MINOS, a company developing renewable energy generation projects and he was involved in several energy efficiency initiatives. Mr.
Employees As of December 31, 2023, we employed approximately 14 people in our offices in Greece, through our wholly owned subsidiary OET Chartering Inc., compared to 13 employees as of December 31, 2022 and 12 employees as of December 31, 2021.
Corporate Governance” and Exhibit 2.2 to this Annual Report. D. Employees As of December 31, 2024, we employed approximately 13 people in our offices in Greece, through our wholly owned subsidiary OET Chartering Inc., compared to 14 employees as of December 31, 2023 and 13 employees as of December 31, 2022.
Previously, she held the position of independent director for Hellenic Carriers Limited, a shipping company listed on London’s AIM between 2007 to 2016 and as a board member of Emporiki Bank from 2006 to 2008. John Kittmer has been a director since our inception. He has held senior positions across the U.K. public sector.
Previously, she held the position of independent director for Hellenic Carriers Limited, a shipping company listed on London’s AIM between 2007 to 2016 and as a board member of Emporiki Bank from 2006 to 2008. Francis “Frank” Dunne has been a director since May 2024.
Knapp serves as a director for several investment companies, including Barings BDC, which is listed on the NYSE, Lamington Road DAC, an Irish investment company with a portfolio of insurance assets, and the African Opportunity Fund Ltd, Pacific Alliance Asian Opportunity Fund and Pacific Alliance Group Asset Management, which are investment vehicles. Mr.
Knapp serves as a director for several investment companies, including Barings BDC, which is listed on the NYSE, DPA Aircraft Ltd, which is listed on the London Stock Exchange, and the African Opportunity Fund Ltd, Pacific Alliance Asian Opportunity Fund and Pacific Alliance Group Asset Management, which are investment vehicles. Mr.
We currently intend to maintain a board of directors comprised of a majority of independent directors. As a foreign private issuer, we are exempt from certain NYSE requirements that are applicable to U.S. domestic companies, including the requirement to maintain a board of directors comprised of a majority of independent directors.
As a foreign private issuer, we are exempt from certain NYSE requirements that are applicable to U.S. domestic companies, including the requirement to maintain a board of directors comprised of a majority of independent directors. 88 Table of Contents Board Committees Our board of directors has an audit committee, a nominating/corporate governance committee and a remuneration committee.
Nemser was an investment banking associate at Moelis & Company, where he advised on a range of mergers, acquisitions, recapitalizations, and restructurings. Prior to Moelis, he was an attorney in the Business Finance & Restructuring department of Weil, Gotshal & Manges. Prior to Weil, he was vice president and chief pilot of a federally certificated air carrier. Mr.
Prior to Moelis, he was an attorney in the Business Finance & Restructuring department of Weil, Gotshal & Manges. Prior to Weil, he served as a vice president and chief pilot of a federally certificated air carrier. Mr.
The Company is not aware of any agreements or arrangements between any director and any person or entity other than the Company relating to the compensation or other payments in connection with such director’s candidacy or service as a director of the Company.
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. 87 Table of Contents The Company is not aware of any agreements or arrangements between any director and any person or entity other than the Company relating to the compensation or other payments in connection with such director’s candidacy or service as a director of the Company.
In addition, each director is entitled to a reimbursement for traveling and other minor out-of-pocket expenses. Our directors have standard letters of appointment but do not receive any benefits upon termination of their directorships. For the year ended December 31, 2023, the compensation paid, in the aggregate, to our directors was $0.5 million.
Our directors have standard letters of appointment but do not receive any benefits upon termination of their directorships. For the year ended December 31, 2024, the compensation paid, in the aggregate, to our directors was $0.5 million. Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
Konstantinos Oikonomopoulos was our Chief Development Officer and he resigned on January 31, 2024. 83 Table of Contents B. Compensation Our directors, except our Chairman, who has waived such right, are each entitled to receive $75,000 in cash per year, from the respective start of their service on our Board of Directors.
B. Compensation Our directors, except our Chairman, who has waived such right, are each entitled to receive $75,000 in cash per year, from the respective start of their service on our Board of Directors. In addition, each director is entitled to a reimbursement for traveling and other minor out-of-pocket expenses.
We do not have a retirement plan for our officers or directors. C. Board Practices Director Independence Our board of directors has determined that Mr. Knapp, Mr. Gold, Mr. Nemser, Ms. Stratos, Mr. Kittmer and Mr. Siakotos Konstantinidis are “independent directors” as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act.
The full text of our Clawback Policy is included as Exhibit 97.1 to this Annual Report. We do not have a retirement plan for our officers or directors. C. Board Practices Director Independence Our board of directors has determined that Mr. Knapp, Mr. Gold, Mr. Nemser, Ms. Stratos, Mr. Dunne and Mr.
QVT Financial, through its managed funds, is an experienced global investor in the shipping and offshore industries. Mr. Gold holds an AB in Physics from Harvard College. Joshua Nemser has been a director since our inception. He is the founder and chief investment officer of Nine Left Capital LP, an asset management firm.
QVT, through its managed and affiliated multi-strategy funds, is an experienced global investor in multiple industries, including biotech, financial, and the shipping and offshore industries. Mr. Gold holds an A.B. in Physics from Harvard College. Mr.
Other than the aforementioned, there are no other family relationships between any of our directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.
Other than the aforementioned, there are no other family relationships between any of our directors or senior management.
Prior to April 2024, he was a New York-based senior portfolio manager at VR Capital Group, where he oversaw the portfolio and members of the firm’s NA+ team, which pursues performing and distressed credit and other special situations in North America and other developed markets as well as transportation and other hard asset sectors. Prior to VR, Mr.
Prior to April 2024, he was a senior portfolio manager at VR Capital Group, where he oversaw the portfolio and members of the firm’s NA+ team. Before joining VR, Mr. Nemser was an investment banking associate at Moelis & Company, where he advised on a range of mergers, acquisitions, recapitalizations, and restructurings.
Removed
Between 2013-2016, he was the British Ambassador to Greece and responsible among other things for British commercial relations in Greece. He has served other senior roles in the U.K. Foreign and Commonwealth Office, the Department for Environment, Food and Rural Affairs, and the Cabinet Office.
Added
Gold also currently serves on the board of public companies Roivant Sciences Ltd., Awilco Drilling PLC, and NAXS AB, in addition to various private companies. Joshua Nemser has been a director since our inception. He is the founder and chief investment officer of Nine Left Capital LP, an asset management firm.
Removed
He holds a BA from the University of Cambridge, an MA from the University of London and a PhD from King’s College London. He is Chairman of The Anglo-Hellenic League, a U.K. registered charity working on educational and cultural issues. Petros Siakotos Konstantinidis has been a director since December 2021.
Added
He has more than 40 years’ legal experience in maritime law and transactions involving major international shipping finance lenders, joint ventures, charter structures, new building contracts, ship and corporate acquisitions, and commercial shipping transactions for major international shipowners. Mr.
Removed
Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. For the year ended December 31, 2023, the compensation paid, in the aggregate, to our executive officers was $3.6 million. Our executive officers are each paid a salary.
Added
Dunne was a Partner of Watson Farley & Williams LLP from March 1984 to April 2021 and served as its Chairman from 2006 to 2018 and as its Senior Advisor from October 2021 to November 2022.
Removed
Board Committees Our board of directors has an audit committee, a nominating/corporate governance committee and a remuneration committee.
Added
He established Watson Farley & Williams’ presence in Greece and remains a prominent figure in Greek shipping and finance circles, acting as a senior advisor to various maritime and related entities since 2021. Mr.
Removed
Foreign Private Issuer Exemption In general, under the NYSE corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of the NYSE.
Added
Dunne was a senior non-executive director of Taylor Maritime Investments Limited, a UK listed investment trust company from September 2022 to September 2024, and served as its Interim Chair for six months in 2023. Mr.
Removed
Accordingly, we intend to follow certain corporate governance practices of our home country, the Republic of the Marshall Islands, in lieu of certain of the corporate governance requirements of the NYSE. A brief summary of those differences is provided below. Related Party Transactions .
Added
Dunne is also currently a director of Adaptogen Capital Management Limited, which manages a UK fund established for the development and operation of large battery storage facilities. He is a qualified English solicitor and holds an MA in history and law from Downing College Cambridge University. Petros Siakotos Konstantinidis has been a director since December 2021.
Removed
In lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Marshall Islands law requirements, a related party transaction will be permitted if: (i) the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the board or committee, and the board or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director, or, if the votes of the disinterested directors are insufficient to constitute an act of the board, by unanimous vote of the disinterested directors; or (ii) if the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders.
Added
For the year ended December 31, 2024, the remuneration expense, in the aggregate, to our executive officers was $4.8 million that comprise salaries, bonuses, directors and officers’ liability insurance cover, telecommunications, travel and other expenses. Our executive officers are each paid a salary.
Removed
Proxy Statements . As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to the NYSE pursuant to the NYSE corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law, we will notify our shareholders of meetings between 15 and 60 days before the meeting.
Added
Siakotos Konstantinidis are “independent directors” as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act. We currently intend to maintain a board of directors comprised of a majority of independent directors.
Removed
This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that certain shareholders must give us advance notice to properly introduce any business at a meeting of the shareholders.
Added
Pursuant to NYSE Rule 303A.07, the NYSE requires that the audit committee of a listed U.S. company have a minimum of three members.
Removed
Our bylaws also provide that shareholders may designate in writing a proxy to act on their behalf. 85 Table of Contents Shareholder Approval of Equity Compensation Plans . The NYSE requires listed companies to obtain prior shareholder approval to adopt or materially revise any equity compensation plan.
Added
However, as a foreign private issuer we are permitted to follow home country practice, and as permitted under Marshall Islands law (which does not require a minimum of three directors), our audit committee currently consists of two members, both of whom are independent. See “Item 16G.
Removed
As permitted under Marshall Islands law, we do not need prior shareholder approval to adopt or revise equity compensation plans, including our equity incentive plan. Share Issuances .
Removed
In lieu of obtaining shareholder approval prior to the issuance of designated securities, we will comply with provisions of the Marshall Islands Business Corporations Act, which allows the board of directors to approve all share issuances, including share issuances (i) in connection with the acquisition of stock or assets of another company; (ii) when it would result in a change of control; (iii) when a share option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which shares may be acquired by officers, directors, employees, or consultants; or (iv) in connection with a transaction (other than a public offering) involving the sale, issuance or potential issuance of shares at a price less than market value.
Removed
Pursuant to 313.00 of Section 3 of the NYSE Listed Company Manual, the NYSE will accept any action or issuance relating to the voting rights structure of a non-U.S. company that is in compliance with the NYSE’s requirements for domestic companies or that is not prohibited by the company’s home country law.
Removed
We are not subject to such restrictions under our home country, Marshall Islands, law. Meetings of Directors . In lieu of holding regularly scheduled meetings of the board of directors at which only non-management directors are present, we will not be holding such regularly scheduled meetings.
Removed
In addition, our board of directors may not make a self-assessment of its performance at least once a year to determine if it or its committees function effectively. Committee Authority .
Removed
In lieu of having an audit committee, remuneration committee and nomination and corporate governance committee with the composition, size, authorities and responsibilities set forth in the NYSE rules, our audit committee, remuneration committee and nomination and corporate governance committee are not required to have such composition, size, authorities and responsibilities.
Removed
For example, our audit committee charter provides that the audit committee may be comprised of two or more independent directors. Our remuneration committee is not required to provide a remuneration committee report. Corporate Governance Guidelines . Listed companies must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. We are not required to comply with these requirements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

12 edited+4 added−0 removed9 unchanged
Biggest change(2) Themistoklis Alafouzos owns 556,500 common shares beneficially through Sea Shell Enterprises Limited and 6,646,063 common shares beneficially through Hospitality Assets Corp., each company of which he is the beneficial owner.
Biggest change(2) Themistoklis Alafouzos owns 6,646,063 common shares beneficially through Hospitality Assets Corp., a company of which he is the beneficial owner. As of December 31, 2024 and 2023, Ioannis Alafouzos beneficially owned 35.6% of our common shares. As of December 31, 2024 and 2023, Themistoklis Alafouzos beneficially owned 20.6% and 22.4% of our common shares, respectively.
ETS Services Agreement Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the ETS services agreements that we have entered into with KMC. There is no additional fee payable under these agreements.
There is no additional fee payable under this agreement. ETS Services Agreement Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the ETS services agreements that we have entered into with KMC. There is no additional fee payable under these agreements.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company. 87 Table of Contents B. Related Party Transactions Management Agreements Please see “Item 4.B.
We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company. B. Related Party Transactions Management Agreements Please see “Item 4.B.
Major Shareholders The table below sets forth the beneficial ownership of our common shares by each person we know to beneficially own more than 5% of our common stock based upon 32,194,108 common shares outstanding as of April 26, 2024, and the amounts and percentages as are contained in the public filings of such persons and based on knowledge of the Company.
Major Shareholders The table below sets forth the beneficial ownership of our common shares by each person we know to beneficially own more than 5% of our common stock based upon 32,194,108 common shares outstanding as of March 28, 2025, and the amounts and percentages as are contained in the public filings of such persons and based on knowledge of the Company.
All of the shareholders, including the shareholders listed in this table, are entitled to one vote per common share held. ​ ​ ​ ​ ​ ​ Name of Beneficial Owner Number of Shares held Shareholding Percentage Ioannis Alafouzos (1) 11,456,223 35.6 % Themistoklis Alafouzos (2) 7,202,563 22.4 % (1) Ioannis Alafouzos owns 437,286 common shares directly and 11,018,937 common shares beneficially through Glafki Marine Corp., a company of which he is the beneficial owner.
All of the shareholders, including the shareholders listed in this table, are entitled to one vote per common share held. ​ ​ ​ ​ ​ ​ Name of Beneficial Owner Number of Shares held Shareholding Percentage Ioannis Alafouzos (1) 11,456,223 35.6 % Themistoklis Alafouzos (2) 6,646,063 20.6 % (1) Ioannis Alafouzos owns 437,286 common shares directly and 11,018,937 common shares beneficially through Glafki Marine Corp., a company of which he is the beneficial owner.
There were no amounts due to/from vessel owning companies privately owned by members of the Alafouzos family as of December 31, 2023. Shared Services Agreement Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the shared services agreement that we have entered into with KMC. There is no additional fee payable under this agreement.
There were no amounts due to/from vessel owning companies privately owned by members of the Alafouzos family as of December 31, 2024 and as of December 31, 2023. Shared Services Agreement Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the shared services agreement that we have entered into with KMC.
Liquidity and Capital Resources — Credit Facilities and Financing Obligations — $35.1 Million Unsecured Sponsor Loan” for a description of a related party loan. The lender is an entity that is owned by our Chairman, Mr. Ioannis Alafouzos.
Liquidity and Capital Resources — Credit Facilities and Financing Obligations — $35.1 Million Unsecured Sponsor Loan” for a description of a related party loan that has since been repaid. The lender was an entity that was owned by our Chairman, Mr. Ioannis Alafouzos.
As of April 26, 2024, we had one shareholder of record, Cede & Co., a nominee of The Depository Trust Company, which is located in the United States and held all 32,194,108 of our issued and outstanding common shares.
As of March 28, 2025, we had one shareholder of record, Cede & Co., a nominee of The Depository Trust Company, which is located in the United States and held all 32,194,108 of our issued and outstanding common shares.
Amounts Paid to Vessel Owning Companies Privately Owned by Members of the Alafouzos Family For the sake of operational convenience, various expenses or other liabilities that are required to be paid by us, are from time to time instead paid by or on behalf of the vessel owning companies privately owned by the Alafouzos family, or by KMC, and recorded as unsecured amounts payable/receivables, with no fixed terms of payment.
The daily management fee we pay to KMC for the technical management of our vessels in 2023, 2024 and currently is $900. 91 Table of Contents Amounts Paid to Vessel Owning Companies Privately Owned by Members of the Alafouzos Family For the sake of operational convenience, various expenses or other liabilities that are required to be paid by us, are from time to time instead paid by or on behalf of the vessel owning companies privately owned by the Alafouzos family, or by KMC, and recorded as unsecured amounts payable/receivables, with no fixed terms of payment.
Lease of Office Space We lease our office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an entity owned by Themistoklis Alafouzos. On August 1, 2018, we entered into a lease agreement for 165.28 square meters of office space for our operations with SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON at a monthly rate of Euro 890.
On August 1, 2018, OET Chartering Inc. entered into a lease agreement for 165.28 square meters of office space for our operations with SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON at a monthly rate of Euro 890.
Business Overview — Management of Our Fleet” for a description of the management of our vessels, or any vessels we may acquire, including of the amended technical management agreements with respect thereto. The daily management fee we pay to KMC for the technical management of our vessels in 2022, 2023 and currently is $900.
Business Overview — Management of Our Fleet” for a description of the management of our vessels, or any vessels we may acquire, including of the amended technical management agreements with respect thereto.
The lease expires on July 31, 2024. 88 Table of Contents C. Interests of Experts and Counsel Not applicable.
The lease expired on July 31, 2024 and on August 1, 2024 OET Chartering Inc. entered into an amendment to such lease to extend the term until July 31, 2028. C. Interests of Experts and Counsel Not applicable. 92 Table of Contents
Added
In the beginning of 2022, Glafki Marine Corp. was owned by both of Ioannis Alafouzos and Themistoklis Alafouzos and together Mssrs. Alafouzos beneficially owned 56.7% of our then issued and outstanding common shares.
Added
In July 2022, Glafki Marine Corp. sold 6,646,063 of our common shares to Hospitality Assets Corp., a company controlled by Themistoklis Alafouzos, by way of share exchange in conjunction with Ioannis Alafouzos’ purchase of Themistoklis Alafouzos’ minority shares in Glafki Marine Corp.
Added
Following this transaction, the two brothers separated their indirect interests and Ioannis Alafouzos became the sole shareholder of Glafki Marine Corp., and upon such separation, Ioannis Alafouzos beneficially owned 35.6% of our then issued and outstanding common shares and Themistoklis Alafouzos beneficially owned 22.4% of our then issued and outstanding common shares.
Added
Lease of Office Space OET Chartering Inc. leases our office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an entity owned by Themistoklis Alafouzos.

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