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Himalaya Shipping Ltd.

Himalaya Shipping Ltd.HSHPEarnings & Financial Report

NYSE

Himalaya Shipping Ltd. is a global maritime transportation enterprise focused on dry bulk shipping operations. It operates a fleet of modern, fuel-efficient bulk carriers that transport key commodities including iron ore, coal, grain and other bulk raw materials, serving core trade routes across Asia, Europe, and the Americas to support global industrial and agricultural supply chain flows.

What changed in Himalaya Shipping Ltd.'s 20-F — 2023 vs 2024

Top changes in Himalaya Shipping Ltd.'s 2024 20-F

624 paragraphs added · 730 removed · 509 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

222 edited+42 added−73 removed190 unchanged
If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could sustain significant losses which could have a material adverse effect on our business, results of operations and financial condition.
If our charterers fail to meet their obligations to us or attempt to renegotiate charter agreements, we could sustain significant losses which could have a material adverse effect on our business, results of operations and financial condition.
Any of these actions could have a material adverse effect on our business, results of operations and financial condition. We rely on our information technology, and if we are subject to service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted and our business could be negatively affected.
Any of these actions could have a material adverse effect on our business, results of operations and financial condition. We rely on information technology, and if we are subject to service interruptions, data corruption, cyber-based attacks or network security breaches, our operations could be disrupted and our business could be negatively affected.
Our contracted Chief Executive Officer and part of the Manager team pursuant to the Management Agreement, participate in other business activities not associated with us, including serving as members of the management team of 2020 Bulkers, and are not required to work full-time on our affairs.
Our contracted Chief Executive Officer and part of the Manager team pursuant to the Management Agreement, participate in other business activities not associated with us, including serving as members of the management team of 2020 Bulkers Management, and are not required to work full-time on our affairs.
Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. We face risks in connection with our dependence on 2020 Bulkers who provide management services to us.
Any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. We face risks in connection with our dependence on 2020 Bulkers Management who provide management services to us.
We generate all of our revenues in U.S. dollars and the majority of our expenses are also expected to be in U.S. dollars. However, certain limited expenses are currently incurred and expected to be in other currencies.
We generate all of our revenues in U.S. dollars and the majority of our expenses are also in U.S. dollars. However, certain limited expenses are currently incurred and expected to be in other currencies.
Because the volatility in the dry bulk carrier charter and factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable, and may continue to have an adverse consequences for our industry, including an absence of financing for vessels, charterers seeking to renegotiate the rates for existing time charters, and widespread loan covenant defaults in the dry bulk shipping industry.
Because the volatility in the dry bulk carrier charter industry and factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable, and may continue to have an adverse consequences for our industry, including an absence of financing for vessels, charterers seeking to renegotiate the rates for existing time charters, and widespread loan covenant defaults in the dry bulk shipping industry.
The market price of our common shares may be influenced by many factors, some of which are beyond our control, including: • actual or anticipated variations in our operating results; • whether or not financial analysts cover our common shares; • changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares of our competitors; • changes in market valuations of similar companies; • announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures; • future sales of our common shares by us or our shareholders; • investor perceptions of us and the industry in which we operate; • general economic, industry or market conditions; and • the other factors described in this “Risk Factors” section.
The market price of our common shares may be influenced by many factors, some of which are beyond our control, including: • actual or anticipated variations in our operating results; • whether or not financial analysts cover our common shares; • changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow us or our competitors; • changes in market valuations of similar companies; • announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships or joint ventures; • future sales of our common shares by us or our shareholders; 25 • investor perceptions of us and the industry in which we operate; • general economic, industry or market conditions; and • the other factors described in this “Risk Factors” section.
The EU data protection regime expands the scope of the EU data protection law to all companies processing data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of 4% of worldwide turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by any individuals), and includes new data subject rights such as the “portability” of personal data.
The EU data protection regime expands the scope of the EU data protection law to all companies processing data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of 4% of worldwide 8 turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by any individuals), and includes new data subject rights such as the “portability” of personal data.
The loss of any of these individuals could adversely affect our business prospects and financial condition. 11 Our continued success will also depend upon our Ship Managers’ ability to hire and retain key personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work.
The loss of any of these individuals could adversely affect our business prospects and financial condition. Our continued success will also depend upon our Ship Managers’ ability to hire and retain key personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work.
Factors that influence the supply of dry bulk vessel capacity include: • the number of newbuilding orders and deliveries, including delays in deliveries; • the number of shipyards and ability of shipyards to deliver vessels; • the scrapping rate of older vessels; • port and canal congestion; • the degree of scrapping of older vessels, depending, among other things, on recycling rates and international recycling regulations; • disruption of shipping routes due to accidents or political events; • speed of vessel operation; • vessel casualties; • the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire; • sanctions (in particular, sanctions on Russia, Iran, and Venezuela, among others); • availability of financing for new vessels and shipping activity; • changes in national or international regulations that may limit the useful life of vessels or effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage and encourage the construction of vessels; and • changes in environmental and other regulations that may limit the useful lives of vessels.
Factors that influence the supply of dry bulk vessel capacity include: • the number of newbuilding orders and deliveries, including delays in deliveries; • the number of shipyards and ability of shipyards to deliver vessels; • the scrapping rate of older vessels; • port and canal congestion; • the degree of scrapping of older vessels, depending, among other things, on recycling rates and international recycling regulations; • disruption of shipping routes due to accidents, wars or political events; • speed of vessels; • vessel casualties; • the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire; • sanctions (in particular, sanctions on Russia, Iran, and Venezuela, among others); • availability of financing for new vessels and shipping activity; • changes in national or international regulations that may limit the useful life of vessels or effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage and encourage the construction of vessels; and • changes in environmental and other regulations that may limit the useful lives of vessels.
As a result, our contracted Chief Executive Officer, who is also our Chief Financial Officer, may devote less time to us than if he was not engaged in other business activities and may owe fiduciary duties to our shareholders as well as shareholders of other companies with which he may be affiliated, including the Manager, 2020 Bulkers.
As a result, our contracted Chief Executive Officer, who is also our Chief Financial Officer, may devote less time to us than if he was not engaged in other business activities and may owe fiduciary duties to our shareholders as well as shareholders of other companies with which he may be affiliated, including the Manager, 2020 Bulkers Management.
The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. Additionally, a vessel must undergo annual surveys, intermediate surveys, dry dockings and special surveys.
The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. 18 Additionally, a vessel must undergo annual surveys, intermediate surveys, dry dockings and special surveys.
Following the outbreak of war in Israel, attacks on ships in the Red Sea have impacted many vessels traveling through and resulted in significant changes in vessel travel patterns to avoid the Red Sea. 17 Furthermore, the continuing war in Ukraine may also adversely impact our business and may lead to further regional and international conflicts or armed action.
Following the outbreak of war in Israel, attacks on ships in the Red Sea have impacted many vessels traveling through and resulted in significant changes in vessel travel patterns to avoid the Red Sea. Furthermore, the continuing war in Ukraine may also adversely impact our business and may lead to further regional and international conflicts or armed action.
Due to an increase in the size of the global shipping fleet, the limited supply of and increased demand for crew has created upward pressure on crew costs. Continued higher crew costs or further increases in crew costs coupled with a persistent inflationary environment and the connected increase in crew wages could adversely affect our results of operations.
In addition, due to an increase in the size of the global shipping fleet, the limited supply of and increased demand for crew has created upward pressure on crew costs. Continued higher crew costs or further increases in crew costs coupled with a persistent inflationary environment and the connected increase in crew wages could adversely affect our results of operations.
Pursuant to the Management Agreement, we pay our Manager a management fee based on annual estimates which are calculated based on, among other things, the payroll and infrastructure costs incurred by the Manager in providing its services to the Company in the respective year, adjusted by an applicable mark-up, and payable quarterly in four equal tranches.
Pursuant to the Management Agreement, we pay our Manager a management fee based on annual estimates which are calculated based on, among other things, the payroll and infrastructure costs incurred by the Manager in providing its services to the Company in the respective year, adjusted by an applicable mark-up, and payable quarterly in four tranches.
We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.
We are an “emerging growth company,” as defined in the JOBS Act, and take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.
This regulation is applicable to our entire fleet as from January 1, 2024. While the legal obligation of purchasing and surrendering the emission allowances is with the Company; when the vessel is under a time charter contract, the Company will typically be reimbursed for the purchase of emission allowances by the charterer.
This regulation became applicable to our entire fleet as from January 1, 2024. While the legal obligation of purchasing and surrendering the emission allowances is with the Company; when the vessel is under a time charter contract, the Company will typically be reimbursed for the purchase of emission allowances by the charterer.
In such cases, if additional financing sources are unavailable, or not available on reasonable terms, our financial condition, results of operations, growth and future prospects could be materially adversely affected, and we may be unable to continue as a going concern.
In such cases, if additional financing sources are unavailable, or not available on reasonable terms, our financial 3 condition, results of operations, growth and future prospects could be materially adversely affected, and we may be unable to continue as a going concern.
A variety of organizations measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions.
A variety of organizations measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions.
The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has been very volatile.
The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, which has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market has been very volatile.
Tropical storms, hurricanes, typhoons and other severe maritime weather events could result in the suspension of operations at the planned ports of call for our vessels and require significant deviations from our vessels’ routes. In addition, climate change could result in an increase in the frequency and severity of these extreme weather events.
Tropical storms, hurricanes, typhoons and other severe maritime weather events could result in the suspension of operations at the ports of call for our vessels and require significant deviations from our vessels’ routes. In addition, climate change could result in an increase in the frequency and severity of these extreme weather events.
The fees under the Management Agreement and Ship Management Agreements are payable whether or not our vessels are employed, and regardless of our profitability, and we have no ability to require our Manager and Ship Managers to reduce the fees under such agreements if our profitability decreases. These fees constitute a significant portion of our administrative expenses.
The fees under the Management Agreement and Ship Management Agreements are payable whether or not our vessels are employed, and regardless of our profitability, and we have no ability to require our Manager and Ship Managers to reduce the fees under such agreements if our profitability decreases. Fees to our Manager constitute a significant portion of our administrative expenses.
Certain of our charterers may apply the Rightship rating system to our vessels. Rightship is the ship vetting service owned by Rio Tinto and BHP-Billiton, which has become the major vetting service in the dry bulk shipping industry, Rightship rates vessels based on certain criteria for seaworthiness.
Certain of our charterers apply the Rightship rating system to our vessels. Rightship is the ship vetting service owned by Rio Tinto and BHP-Billiton, which has become the major vetting service in the dry bulk shipping industry, Rightship rates vessels based on certain criteria for seaworthiness.
If these threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.
If cybersecurity threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.
In addition, we and 2020 Bulkers operate dry bulk vessels. This may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflicts of interest will be resolved in our favor.
In addition, we and 2020 Bulkers Management operate dry bulk vessels. This may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflicts of interest will be resolved in our favor.
Fluctuations in charter rates result from changes in the supply of and demand for vessel capacity for the major commodities carried on water internationally and the degree of charter hire rate volatility among different types of dry bulk vessels has varied widely.
Fluctuations in charter rates in the dry bulk market result from changes in the supply of and demand for vessel capacity for the major commodities carried on water internationally and the degree of charter hire rate volatility among different types of dry bulk vessels has varied widely.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. 27 Our vessels, when delivered, may call in ports in areas where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. Our vessels, when delivered, may call in ports in areas where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
These factors may result in the weakening of the financial condition of our charterers, suppliers, counterparties and other agents in the shipping industry. As a result, our financial condition and results of operations may be negatively affected since our operations are dependent on the success and economic viability of our counterparties.
These factors may result in the weakening of the financial condition of our charterers, suppliers, counterparties and other agents in the shipping industry. As a result, our business, financial condition and results of operations may be negatively affected since our operations are dependent on the success and economic viability of our counterparties.
Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds. 26 If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.
Hull breaches in dry bulk carriers may lead to the flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.
We depend on directors who are associated with affiliated companies, which may create conflicts of interest. Our principal shareholder is Drew Holdings and certain of our directors are associated with affiliates thereof, including Magni Partners (collectively with Drew Holdings, the “Related Parties”).
We depend on directors who are associated with affiliated companies, which may create conflicts of interest. 27 Our principal shareholder is Drew Holdings and certain of our directors are associated with affiliates thereof, including Magni Partners (collectively with Drew Holdings, the “Related Parties”).
Moreover, recently, the war in Ukraine and sanctions on Russia have increased the uncertainties in the relations between China and the United States, and tensions between these two countries could be heightened as a result. These tensions have affected both diplomatic and economic ties between the two countries.
Moreover, the war in Ukraine and sanctions on Russia have increased the uncertainties in the relations between China and the United States, and tensions between these two countries could be heightened as a result. These tensions have affected both diplomatic and economic ties between the two countries.
In addition, the rights of holders of our common shares and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States, particularly the State of Delaware.
In addition, the rights of holders of our common shares and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in existence in jurisdictions in the United States, particularly the State of 28 Delaware.
Securities Act of 1933. In the absence of these provisions, under the Securities Act, U.S. federal and state courts have been found to have concurrent jurisdiction over suits brought to enforce duties or liabilities created by the Securities Act.
In the absence of these provisions, under the Securities Act, U.S. federal and state courts have been found to have concurrent jurisdiction over suits brought to enforce duties or liabilities created by the Securities Act.
Revenue generation and strategic growth opportunities may also be adversely affected. 21 Adverse consequences of climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services.
Revenue generation and strategic growth opportunities may also be adversely affected. Adverse consequences of climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services.
In addition, there are many uncertainties in the market and rates could also decline as a result of the hostilities between Russia and Ukraine, and in the Middle East, or for any other reason.
There are many uncertainties in the market and rates could also decline as a result of the hostilities between Russia and Ukraine, and in the Middle East, or for any other reason.
We may be unable to find space at a suitable dry docking facility or our vessels may be forced to travel to a dry docking facility that is not conveniently located to our vessels’ positions.
We may be unable to find space at a suitable dry docking facility or our 24 vessels may be forced to travel to a dry docking facility that is not conveniently located to our vessels’ positions.
Bermuda law differs from the laws in effect in the United States and may afford less protection to holders of our common shares. 31 We are incorporated under the laws of Bermuda.
Bermuda law differs from the laws in effect in the United States and may afford less protection to holders of our common shares. We are incorporated under the laws of Bermuda.
Should a charterer in the future fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure on the spot market or on charters may be at lower rates, depending on the then existing charter rate levels, compared to the rates currently being charged for our vessels.
Should a charterer fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure on the spot market or on charters may be at lower rates, depending on the then existing charter rate levels, compared to the rates currently being charged for our vessels.
Although we are generally a business that serves other businesses, we still process and obtain certain personal information relating to individuals, and any failure by us to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against us, which could subject us to significant fines, penalties, judgments and negative publicity.
Although we are generally a business that serves other businesses, we do process and obtain certain personal information relating to individuals, and any failure by us to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against us, which could subject us to significant fines, penalties, judgments and negative publicity.
Any of these effects could harm our business, financial condition and results of operations. For as long as we are an “emerging growth company” under the recently enacted JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.
Any of these effects could harm our business, financial condition and results of operations. For as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.
In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Moreover, we will be permitted to disclose compensation information for our executive officers on an aggregate, rather than an individual, basis because individual disclosure is not required under Bermuda law.
In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Moreover, we are permitted to disclose compensation information for our executive officers on an aggregate, rather than an individual, basis because individual disclosure is not required under Bermuda law.
In addition, we may incur significant costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential environmental violations and in obtaining insurance coverage.
In addition, we 17 may incur significant costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential environmental violations and in obtaining insurance coverage.
If we are unable to meet our lease obligations or if a default occurs under our Sale Leaseback Agreements or other Financing Arrangements, our lenders could exercise remedies under our Financing Arrangements. We will seek to mitigate such consequences (for example, through re-negotiation of terms), and strive to re-charter or seek remedies from defaulting charterers.
If we are unable to meet our lease obligations or if a default occurs under our Sale Leaseback Agreements or other Financing Arrangements, our lenders could exercise remedies under our Financing Arrangements. We may seek to mitigate such consequences (for example, through re-negotiation of terms), and strive to re-charter or seek remedies from defaulting charterers.
Volatility in charter rates in the dry bulk market affects our earnings and results of operations and also affects the value of our dry bulk vessels, which follow the trends of dry bulk charter rates.
Volatility in charter rates affects our earnings and results of operations and also affects the value of our dry bulk vessels, which follow the trends of dry bulk charter rates.
If we fail to maintain necessary permits, licenses, certificates, approvals or financial assurances, we could be required to incur substantial costs or temporarily suspend operation of one or more of the vessels in our fleet, or lead to the invalidation or reduction of our insurance coverage. We have entered into agreements with insurers for coverage of our vessels.
If we fail to maintain necessary permits, licenses, certificates, approvals or financial assurances, we could be required to incur substantial costs or temporarily suspend operation of one or more of our vessels, or lead to the invalidation or reduction of our insurance coverage. We have entered into agreements with insurers for coverage of our vessels.
Both the Panama Canal and the Suez Canal experienced reduced traffic, albeit due to different external factors. Reduced traffic through the Panama Canal was attributed to drought and low levels of fresh water supply from the Gatun Lake. Meanwhile, tension in the Middle East effectively closed the Suez Canal for most shipping companies.
Both the Panama Canal and the Suez Canal experienced reduced traffic, albeit due to different external factors. Reduced traffic through the Panama Canal was attributed to drought and low levels of fresh water supply from the Gatun Lake or other factors. Meanwhile, tension in the Middle East effectively closed the Suez Canal for most shipping companies.
In addition to the prevailing and anticipated freight rates, factors that affect the level of newbuilding, scrapping and laying-up include newbuilding prices, second-hand vessel values in relation to scrap prices, costs of bunker and other operating costs, costs associated with classification society surveys, normal maintenance costs and insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations.
In addition to the prevailing and anticipated freight rates, factors that affect the level of newbuilding, and changes in the capacity of the global dry bulk fleet, scrapping and laying-up include newbuilding prices, second-hand vessel values in relation to scrap prices, costs of bunker and other operating costs, costs associated with classification society surveys, normal maintenance costs and insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations.
The Company will seek to mitigate such consequences for example through re-negotiation of terms with its lenders, and strive to re-charter or seek remedies from defaulting charterers, however such efforts may not be successful and may lead to negative reactions from its lenders which may be detrimental for the Company’s business.
The Company will seek to mitigate such consequences for example through re-negotiation of terms with its lenders, or striving to re-charter or seek remedies from defaulting charterers, however such efforts may not be successful and may lead to negative reactions from its lenders which may be detrimental for the Company’s business.
In addition, the stock markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance.
In addition, the stock markets in general experience substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance.
Accordingly, based on the current composition of our income and assets, and our expected income and operations, we believe that we were not a PFIC for our most recent taxable year ending December 31, 2023 and we do not expect to be a PFIC for the current taxable or foreseeable future taxable years.
Accordingly, based on the current composition of our income and assets, and our expected income and operations, we believe that we were not a PFIC for our most recent taxable year ending December 31, 2024 and we do not expect to be a PFIC for the current taxable or foreseeable future taxable years.
Further, because we obtain some of our insurances through protection and indemnity associations, we may also be retrospectively subject to calls or premiums in amounts based not only on our own claim records, but also on the claim records of all other members of the protection and indemnity associations.
Further, because we obtain some of our insurance through protection and indemnity associations, we may also be retrospectively subject to calls or premiums in amounts based not only on our own claim records, but also on the claim records of all other members of the protection and indemnity associations.
In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities that are not controlled by the governments of countries or territories that are the subject of certain U.S. sanctions or embargo laws, or engaging in operations associated with those countries or territories pursuant to contracts with third-parties that are unrelated to those countries or territories or entities controlled by their governments.
Moreover, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities that are controlled by the governments of countries or territories that are the subject of certain U.S. sanctions or embargo laws, or engaging in operations associated with those countries or territories pursuant to contracts with third-parties that are unrelated to those countries or territories or entities controlled by their governments.
There can be no assurance, however, that we were not a PFIC for the taxable year ending December 31, 2023 or will not be classified as a PFIC for the current taxable year or for future taxable years. If we are treated as a PFIC for any taxable year during which a U.S.
There can be no assurance, however, that we were not a PFIC for the taxable year ending December 31, 2024 or will not be classified as a PFIC for the current taxable year or for future taxable years. If we are treated as a PFIC for any taxable year during which a U.S.
We may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels will be employed or registered. Moreover, the dry bulk shipping industry is likely to be adversely impacted by the effects of political conflicts.
We may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, the dry bulk shipping industry is likely to be adversely impacted by the effects of political conflicts.
The ability of each of our counterparties to perform their obligations under a contract with us will depend on a number of factors that are beyond our control, which may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for our Newcastlemax dry bulk carriers, the supply and demand for commodities and various other factors.
The ability of each of our counterparties to perform their obligations under a contract with us depends on a number of factors that are beyond our control, which may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for our Newcastlemax dry bulk carriers, the supply and demand for commodities and various other factors.
A decrease in the level of China’s imports and export of goods could have a material adverse effect on our business. The key trades for our vessels are Brazil to China and Australia to China and therefore our business depends to some extent on the level of imports and exports to and from China.
A decrease in the level of China’s imports and export of goods could have a material adverse effect on our business. The key trades for our vessels are Brazil to China and Australia to China and therefore our business depends to a significant extent on the level of imports and exports to and from China.
Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.
Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise financing, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.
As an exempted company incorporated under Bermuda law, our operations may be subject to economic substance requirements. The Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (the “Economic Substance Act” and the “Economic Substance Regulations” respectively) became operative on December 31, 2018.
As an exempted company incorporated under Bermuda law, our operations may be subject to economic substance requirements. The Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (the “Economic Substance Act” and the “Economic Substance Regulations,” respectively) became operative on December 31, 2018.
The CSRD raises the bar on ESG matters and requires a “double materiality” analysis, meaning companies will have to detail both their impacts on the environment (e.g., the impact of corporate activity on sustainability matters from perspective of citizens, consumers, employees, etc.) and the climate-related risks they face (e.g., sustainability matters which from the investor perspective are material to the company's development, performance and position).
The CSRD requires a “double materiality” analysis, meaning companies will have to detail both their impacts on the environment (e.g., the impact of corporate activity on sustainability matters from perspective of citizens, consumers, employees, etc.) and the climate-related risks they face (e.g., sustainability matters which from the investor perspective are material to the company's development, performance and position).
However, there is no assurance that such efforts will be successful to avoid such negative reactions from our lenders, which may have a material adverse effect on our business results, results of operations and financial condition. We may require additional capital in the future, which may not be available on favorable terms, or at all.
However, there is no assurance that such efforts will be successful to avoid such negative reactions from our lenders, which may have a material adverse effect on our business, results of operations and financial condition. We may require additional capital, which may not be available on favorable terms, or at all.
These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting.
These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransom, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting.
A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision, grounding and propulsion failure. 9 Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches.
A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision, grounding and propulsion failure. Beyond our vessels, we rely on security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches.
The operation of our vessels will also be affected by other safety regulations in the form of international conventions, including the Maritime Labor Convention of 2006 (“MLC”), and national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those established by flag state administrations.
The operation of our vessels is also affected by other safety regulations in the form of international conventions, including the Maritime Labor Convention of 2006 (“MLC”), and national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those established by flag state administrations.
Accordingly, for such a period of time, they will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers.
Accordingly, for such a period of time, it will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers.
We rely on information technology systems and networks in our operations and administration of our business. The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, will depend on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions.
We rely on information technology systems and networks in our operations and administration of our business. The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depends on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions.
The closure of ports, rerouting of vessels, damage of mining sites and productive 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. Climate change and greenhouse gas restrictions may be imposed.
The closure of ports, rerouting of vessels, damage of mining sites and productive 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. Climate change and greenhouse gas restrictions may impact us.
As a result, there can be no assurance that we will qualify for the benefits of Section 883 for 2023 taxable year or any subsequent taxable year.
As a result, there can be no assurance that we will qualify for the benefits of Section 883 for 2025 taxable year or any subsequent taxable year.
The price and supply of fuel is unpredictable and fluctuates based on events outside our control, particularly economic developments in emerging markets such as China and India, the US-China trade war, concerns related to the global recession and financial turmoil, geopolitical developments, supply of and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oil and gas producers and production cuts, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.
The price and supply of fuel is unpredictable and fluctuates based on events outside our control, particularly economic developments in emerging markets such as China and India, the US-China trade war, concerns related to a potential global recession and financial turmoil, geopolitical developments, supply of and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries (“OPEC”), and other oil and gas producers and production cuts, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.
These rules and regulations increase our legal and financial compliance costs and make some management and corporate governance activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
The need to comply with these rules and regulations increases our legal and financial compliance costs and make some management and corporate governance activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
These regulations and any additional regulations addressing similar goals could cause us to incur additional substantial expenses. See “Item 4. Information on the Company—B. Business Overview” for a discussion of these and other environmental regulations applicable to our operations.
These regulations and any additional regulations addressing similar goals could cause us to incur additional substantial expenses. See “Item 4. Information on the Company—B. Business Overview—Regulation” for a discussion of these and other environmental regulations applicable to our operations.
Although we will endeavor to take precautions reasonably designed to mitigate such risks, it is possible for example that, in the future, our vessels may call on ports located in Sanctioned Jurisdictions on charterer’s instructions and/or without our consent.
Although we endeavor to take precautions reasonably designed to mitigate such risks, it is possible, for example, that our vessels may call on ports located in Sanctioned Jurisdictions on charterer’s instructions and/or without our consent.
Our results of operations will be subject to seasonal fluctuations, which may adversely affect our financial condition. 25 We operate our dry bulk vessels in markets that have historically exhibited seasonal variations in demand, particularly in the Capesize segment given its share of the iron ore trade, and, as a result, in charter hire rates.
Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition. We operate our dry bulk vessels in markets that have historically exhibited seasonal variations in demand, particularly in the Capesize segment given its share of the iron ore trade, and, as a result, in charter hire rates.
In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel will also undergo two underwater hull surveys during a five-year classification cycle.
In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel also undergoes two underwater hull surveys during a five-year classification cycle.
Under the Avic Leasing, a dividend or other distribution by our subsidiaries is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (i) $3.6 million, and (ii) the bareboat rate under the facility and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such distribution; and the obligation of each of our subsidiaries to maintain a minimum cash balance in its account equivalent to three months’ charter hire under the applicable CCBFL Leasing and Jiangsu Leasing.
In addition, pursuant to the Avic Leasing Arrangement, a dividend or cash or other distributions by our subsidiaries is only allowed if immediately following such payment or distribution there will be maintained in the relevant subsidiary’s account a total amount no less than the higher of (a) $3.6 million, and (b) the bareboat hire rate under the facility and the operating expenses for the relevant vessel that are payable within the next six months on a pro forma basis after such payment distribution; and the obligation of each of our subsidiaries to maintain a minimum cash balance in its account equivalent to three months’ charter hire under the applicable CCBFL Leasing and Jiangsu Leasing.
For a description of the restrictions on dividends under the Avic Leasing, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements” If we are unable to obtain funds from our subsidiaries, our Board of Directors may decide not to declare or pay dividends.
For a description of the restrictions on dividends under the Avic Leasing Arrangement, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements.” If we are unable to obtain funds from our subsidiaries, our Board of Directors may decide not to declare or pay dividends.
Upon delivery of the relevant vessels from New Times, each buyer (a vessel owning subsidiary of Himalaya Shipping) sold its vessel to a special purpose vehicle (SPV) owned by Avic, and the SPVs chartered the vessel back to its respective buyer subsidiary, under bareboat charters, under which we have the absolute obligation to pay the hire rates irrespective of any contingency (the Hell and High Water Terms), subject to the effective transfer of ownership of the vessels to the SPVs.
Upon delivery of the relevant vessels from New Times, each buyer (a vessel owning subsidiary of Himalaya Shipping) sold its vessel to a special purpose vehicle (SPV) owned by Avic, and the SPVs chartered the vessel back to its respective buyer subsidiary, under bareboat charters, under which we have the obligation to pay the hire rates irrespective of any contingency (the Hell and High Water Terms).
If the Management Agreement were to be terminated or if its terms were to be altered, our business could be adversely affected, as we may not be able to immediately replace the services provided under this agreement, and even if replacement services were immediately available, the terms offered could be less favorable than those under the existing agreements.
If the Management Agreement were to be terminated or if its terms were to be altered, our business could be adversely affected, as we may not be able to replace the services provided under this agreement on a timely basis, and even if replacement services were immediately available, the terms offered could be less favorable than those under the existing agreements.
The loss of these vessels would have a material adverse effect on our business, results of operations and financial condition. Because we expect to generate all of our revenues in U.S. dollars but incur certain expenses in other currencies, exchange rate fluctuations could adversely affect our results of operations.
The loss of these vessels would have a material adverse effect on our business, results of operations and financial condition. Because we generate all of our revenues in U.S. dollars but incur certain expenses in other currencies, exchange rate fluctuations could adversely impact our results of operations.
For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for coal in the future, one of the primary cargoes carried by dry bulk vessels and other vessels we may acquire.
For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for coal in the future, one of the primary cargoes carried by dry bulk vessels.
Risks Related to Our Relationship with 2020 Bulkers Management AS (“2020 Bulkers” or our “Manager”) and our Ship Managers • We depend on our Manager to operate our business and our business could be harmed if our Manager or the Ship Managers fail to perform their services satisfactorily. • Management fees are payable to our Manager and Ship Managers regardless of our profitability or whether our vessels are employed. • We are dependent on our Ship Managers and their ability to hire and retain key personnel. • Our contracted Chief Executive Officer does not devote all of his time to our business, which may hinder our ability to operate successfully and we may face conflicts of interest with our Manager’s parent.
Risks Related to Our Relationship with 2020 Bulkers Management and our Ship Managers • We depend on our Manager to operate our business and our business could be harmed if our Manager or the Ship Managers fail to perform their services satisfactorily. • Management fees are payable to our Manager and Ship Managers regardless of our profitability or whether our vessels are employed. • We are dependent on our Ship Managers and their ability to hire and retain key personnel. • Our contracted Chief Executive Officer does not devote all of his time to our business, which may hinder our ability to operate successfully and we may face conflicts of interest with our Manager’s parent. • We face risks in connection with our dependence on 2020 Bulkers Management.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

159 edited+33 added−59 removed120 unchanged
Management of our business services, including the services of our contracted Chief Executive Officer, are provided to us by 2020 Bulkers under the Management Agreement.
Management of our business services, including the services of our contracted Chief Executive Officer, are provided to us by 2020 Bulkers Management under the Management Agreement.
Under our time charters, the charterers pay us an average hire rate for 15 days in advance of each period and bear all voyage expenses, including the cost of bunker (fuel oil) and canal and port charges. We remain responsible for paying the chartered vessels’ operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessels.
Under our time charters, the charterers pay us an average hire rate of 15 days in advance of each period and bear all voyage expenses, including the cost of bunker (fuel oil) and canal and port charges. We remain responsible for paying the chartered vessels’ operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessels.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
A failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, by 2021 it became mandatory for ship-owners and managers to incorporate cyber-risk management systems.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, it became mandatory for ship-owners and managers to incorporate cyber-risk management systems by 2021.
OPA defines these other damages broadly to include: • injury to, destruction or loss of, or loss of use of, natural resources and the costs of assessment costs; • injury to, or economic losses resulting from, the destruction of real and personal property; • loss of subsistence use of natural resources that are injured, destroyed or lost; • 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; • lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and • 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: • injury to, destruction or loss of, or loss of use of, natural resources and the costs of assessment costs; • injury to, or economic losses resulting from, the destruction of real and personal property; • loss of subsistence use of natural resources that are injured, destroyed or lost; • 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; • lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and 46 • 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 initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses. 53 The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020.
The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses. The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020.
Flag states that have ratified the SOLAS Convention and STCW generally employ the classification societies, which have incorporated the SOLAS Convention and STCW requirements into their class rules, to undertake surveys to confirm compliance. 47 The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”).
Flag states that have ratified the SOLAS Convention and STCW generally employ the classification societies, which have incorporated the SOLAS Convention and STCW requirements into their class rules, to undertake surveys to confirm compliance. The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”).
As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content. 52 On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market.
As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content. On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market.
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. C. Organizational Structure Himalaya Shipping Ltd. is incorporated under the laws of Bermuda. We operate our vessels through separate wholly owned subsidiaries incorporated in Liberia.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our business, financial condition and results of operations. C. Organizational Structure Himalaya Shipping Ltd. is incorporated under the laws of Bermuda. We operate our vessels through separate wholly owned subsidiaries incorporated in Liberia.
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, 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.
Greenhouse Gas Regulation 49 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, 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 first two installments on each vessel were financed with equity raised by the Company in 2021 and payments made by Magni on our behalf (see the section entitled “Item 10. Additional Information—A. Share Capital”). The remaining installments on the delivered vessels were mainly financed by funds made available under the Avic Leasing, CCBFL Leasing and Jiangsu Leasing Agreements.
The first two installments on each vessel were financed with equity raised by the Company in 2021 and payments made by Magni on our behalf (see the section entitled “Item 10. Additional Information—A. Share Capital”). The remaining installments on the vessels were mainly financed by funds made available under the Avic Leasing, CCBFL Leasing and Jiangsu Leasing Agreements.
The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational 46 CII.
The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII.
No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our delivered vessels for which the certificates are required by the IMO.
No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO.
On December 7, 2021, the EPA and the Department of the Army proposed a rule that would reinstate the pre-2015 WOTUS definition, and on January 18, 2023, the EPA issued a revised final rule that used the pre-2015 definition as its foundation. However, pursuant to a 2023 decision of the U.S. Supreme Court in Sackett v.
On December 7, 2021, the EPA and the Department of the Army proposed a rule that would reinstate the pre-2015 WOTUS definition, and on January 18, 2023, the EPA issued a revised final rule that used the pre-2015 definition as its foundation. Pursuant to a 2023 decision of the U.S. Supreme Court in Sackett v.
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 48 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.
Inspection by Flag Administration and Classification Societies 54 The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS Convention.
Inspection by Flag Administration and Classification Societies The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS Convention.
Under these amendments, all ships must meet the D-2 standard by September 8, 2024, and all of our vessels are and will be fitted with the D-2 standard water treatment system. Costs of compliance with these regulations may be substantial for dry bulk carriers.
Under these amendments, all ships must meet the D-2 standard by September 8, 2024, and all of our vessels are fitted with the D-2 standard water treatment system. Costs of compliance with these regulations may be substantial for dry bulk carriers.
The Ship Managers provide services including, ship maintenance, repairs, alterations and the upkeep of the vessel, appointing surveyors and technical consultants, including arranging the transportation of shore personnel when servicing the vessel, technical support, arranging supervisory visits to the vessel, and maintaining a safety management system and related services to us.
The Ship Managers provide services including, crew, ship maintenance, repairs, alterations and the upkeep of the vessel, appointing surveyors and technical consultants, including arranging the transportation of shore personnel when servicing the vessel, technical support, arranging supervisory visits to the vessel, and maintaining a safety management system and related services to us.
Seasonality 41 We operate our vessels in markets that have historically exhibited seasonal variations in demand, particularly in the Capesize segment given its share of the iron ore trade, and, as a result, in charter hire rates.
Seasonality We operate our vessels in markets that have historically exhibited seasonal variations in demand, particularly in the Capesize segment given its share of the iron ore trade, and, as a result, in charter hire rates.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. 44 A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections.
Actual/Estimated Delivery Date Purchase Price (1)(2) Mount Norefjell 0120833 March 2, 2023 $70.3 million Mount Ita 0120834 March 9, 2023 $70.3 million Mount Etna 0120835 April 13, 2023 $70.3 million Mount Blanc 0120836 June 6, 2023 $70.3 million Mount Matterhorn 0120837 July 13, 2023 $72.2 million Mount Neblina 0120838 August 29, 2023 $72.2 million Mount Bandeira 0120839 January 5, 2024 $72.2 million Mount Hua 0120840 January 8, 2024 $72.2 million Mount Elbrus 0120841 January 11, 2024 $72.7 million Mount Denali 0120842 April 19,2024 (3) $72.7 million Mount Aconcagua 0120843 June 6, 2024 (3) $72.7 million Mount Emai 0120844 June 13, 2024 (3) $72.7 million ___________ (1) Includes cost of scrubbers: $2.4 million per vessel.
Delivery Date Purchase Price (1)(2) Mount Norefjell 0120833 March 2, 2023 $70.3 million Mount Ita 0120834 March 9, 2023 $70.3 million Mount Etna 0120835 April 13, 2023 $70.3 million Mount Blanc 0120836 June 6, 2023 $70.3 million Mount Matterhorn 0120837 July 13, 2023 $72.2 million Mount Neblina 0120838 August 29, 2023 $72.2 million Mount Bandeira 0120839 January 5, 2024 $72.2 million Mount Hua 0120840 January 8, 2024 $72.2 million Mount Elbrus 0120841 January 11, 2024 $72.7 million Mount Denali 0120842 April 19,2024 $72.7 million Mount Aconcagua 0120843 June 6, 2024 $72.7 million Mount Emai 0120844 June 13, 2024 $72.7 million ___________ (1) Includes cost of scrubbers: $2.4 million per vessel.
In addition, our vessels include fuel-saving devices with improved propeller efficiency that will save fuel, and other ship systems that offer relatively low fuel consumption, which are increasingly preferred by customers.
In addition, our vessels include fuel-saving devices with improved propeller efficiency that save fuel, and other ship systems that offer relatively low fuel consumption, which are increasingly preferred by customers.
Hull no. 0120834 Hull no. 0120840 Liberian corporations MOUNT ETNA INC. MOUNT ELBRUS INC. England and Wales Hull no. 0120835 Hull no. 0120841 MOUNT BLANC INC. MOUNT DENALI INC. Hull no. 0120836 Hull no. 0120842 MOUNT MATTERHORN INC. MOUNT ACONCAGUA INC. Hull no. 0120837 Hull no. 0120843 MOUNT NEBLINA INC. MOUNT EMAI INC.
Hull no. 0120834 Hull no. 0120840 Liberian corporations MOUNT ETNA INC. MOUNT ELBRUS INC. England and Wales Hull no. 0120835 Hull no. 0120841 Norway MOUNT BLANC INC. MOUNT DENALI INC. Hull no. 0120836 Hull no. 0120842 MOUNT MATTERHORN INC. MOUNT ACONCAGUA INC. Hull no. 0120837 Hull no. 0120843 MOUNT NEBLINA INC. MOUNT EMAI INC.
The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified or will be certified as being “in class” by the American Bureau of Shipping.
The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as being “in class” by the American Bureau of Shipping.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunker typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunker typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. Under the Bunker Convention, ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident.
Any dividends will be subject to the discretion of our Board of Directors, requirements from Bermuda law and other applicable laws, our results of operation, financial condition, cash requirements and availability, including requirements under capital expenditure programs, market prospects, contractual restrictions under our Financing Arrangements, the ability of our subsidiaries to distribute funds to us and other factors deemed relevant by our Board of Directors.
Any cash distributions will be subject to the discretion of our Board of Directors, requirements from Bermuda law and other applicable laws, our results of operation, financial condition, cash requirements and availability, including requirements under capital expenditure programs, market prospects, contractual restrictions under our Financing Arrangements, the ability of our subsidiaries to distribute funds to us and other factors deemed relevant by our Board of Directors.
A full list of our significant subsidiaries is shown in Exhibit 8.1 of this annual report and in the following diagram. All of our subsidiaries are, directly or indirectly, wholly-owned by us. Himalaya Shipping Ltd. Bermuda MOUNT NOREFJELL INC. MOUNT BANDEIRA INC. Jurisdiction Hull no. 0120833 Hull no. 0120839 Bermuda MOUNT ITA INC. MOUNT HUA INC.
A list of our significant subsidiaries is shown in Exhibit 8.1 of this annual report and in the following diagram. All of our subsidiaries are, directly or indirectly, wholly-owned by us. 51 Himalaya Shipping Ltd. MOUNT NOREFJELL INC. MOUNT BANDEIRA INC. Jurisdiction Hull no. 0120833 Hull no. 0120839 Bermuda MOUNT ITA INC. MOUNT HUA INC.
The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.
The IMO intends to use such data as the first step in its roadmap for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.
Our actions in preparation for the EU ETS regulation target CO2 emissions reductions by implementing and continuing to adopt measures to decarbonize our fleet and improve the Carbon Intensity Indicator (“CII”) and the minimization of financial impact by the inclusion of a clause in our charter party agreements which imposes an obligation on the charterer to cover the cost associated with the CO2 emissions generated during voyages to and from and within the EU.
Our actions in connection with the EU ETS regulation target CO2 emissions reductions by implementing and continuing to adopt measures to decarbonize our fleet and improve the Carbon Intensity Indicator (“CII”) and the minimization of financial impact by the inclusion of a clause in our charter party agreements which imposes an obligation on the charterer to cover the cost associated with the CO2 emissions generated during voyages to and from and within the EU.
Our current agent in the U.S. is Puglisi & Associates upon whom process may be served in any action brought against us under the laws of the United States. 33 The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
Our current agent in the United States is Puglisi & Associates upon whom process may be served in any action brought against us under the laws of the United States. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
This additional cost primarily relates to an increase of the size of the Low Sulphur Fuel Oil (LSFO)/Marine Gas Oil (MGO) tanks on each vessel to 4,750 cbm, in order to offer maximum flexibility in trading of the ships.
This additional cost primarily relates to an increase of the size of the Low Sulphur Fuel Oil (LSFO)/Marine Gas Oil (MGO) tanks on each vessel to 4,750 cbm, in order to increase flexibility in trading of the ships.
We have what we believe to be one of the most fuel-efficient fleets in the market, whether used under LNG or traditional bunkers. We intend to leverage our efficient, modern fleet to become a preferred provider to the industry, while having at the same time a lower environmental impact than older vessels without dual fuel LNG capability and/or scrubbers.
We have what we believe to be one of the most fuel-efficient fleets in the market, whether using LNG or traditional bunkers. We intend to leverage our efficient, modern fleet to become a preferred provider to the industry, while having at the same time a lower environmental impact than older vessels without dual fuel LNG capability and/or scrubbers.
(5) Extension options for 11 to 13 months which may be exercised by the charterer prior to the redelivery date of the vessels. (6) In October 2023, charter terms of these vessels were extended to December 31, 2026, with an evergreen structure thereafter with a minimum six-month notice period from either party to terminate.
(4) Extension options for 11 to 13 months which may be exercised by the charterer prior to the redelivery date of the vessels. (5) In October 2023, charter terms for these vessels were extended to December 31, 2026, with an evergreen structure thereafter with a minimum six-month notice period for either party to terminate.
We believe that owning a young, high-quality, well-maintained fleet afford us significant benefits, including reduced operating costs, improved quality of service and a competitive advantage in securing favorable charters with high-quality counterparties.
We believe that owning a young, high-quality, well-maintained fleet affords us significant benefits, including reduced operating costs, improved quality of service and a competitive advantage in securing favorable charters with high-quality counterparties.
We will be required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews to be hired and compliance with United States and international regulations.
We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews to be hired and compliance with United States and international regulations.
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements” and “Item 10. Additional Information—A. Share Capital.” We cannot assure that we will be able to pay regular dividends as intended. We have not adopted a separate written dividend policy to reflect our Board’s policy.
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements” and “Item 10. Additional Information—A. Share Capital.” We cannot assure that we will be able to pay regular dividends as intended or at all. We have not adopted a separate written dividend policy to reflect our Board’s policy.
We believe that having scrubbers on all of our vessels distinguish us from Capesize vessel owners that do not have scrubbers on their vessels and therefore will not be able to consume less expensive bunker fuel with higher sulfur content. Approximately 48.5% of the Capesize fleet in the market has installed scrubbers.
We believe that having scrubbers on all of our vessels distinguish us from Capesize vessel owners that do not have scrubbers on their vessels and therefore will not be able to consume less expensive bunker fuel with higher sulfur content. Approximately 51% of the Capesize fleet in the market has installed scrubbers.
In addition, all of the vessels in our fleet belong to the same size segment (Newcastlemax), with identical specifications and capabilities, which help us market our fleet together with the support and collaboration of our Manager and Ship Managers.
In addition, all of the vessels in our fleet belong to the same size segment (Newcastlemax), with identical specifications and capabilities, which helps us market our fleet together with the support and collaboration of our Manager and Ship Managers.
These new and modern vessels offer technically advanced, operationally flexible, safe and reliable contracting, including optimized hull lines, fuel-saving devices to improve propeller efficiency, advanced but robust machinery, and other features that offer relatively low fuel consumption and CO2 emission per tonne-mile.
Our new and modern vessels offer technically advanced, operationally flexible, safe and reliable contracting, including optimized hull lines, fuel-saving devices to improve propeller efficiency, advanced and robust machinery, and other features that offer relatively low fuel consumption and CO2 emission per tonne-mile.
The charter agreements contain customary events of termination in charter agreements, such as Himalaya being subject to sanctions, which prohibit or render unlawful any performance under these agreements, an event of insolvency, among others.
Our charter agreements contain customary events of termination in charter agreements, such as the Company being subject to sanctions, which prohibit or render unlawful any performance under these agreements, an event of insolvency, among others.
We intend to employ our vessels primarily in the index-linked time charter, fixed rate time charter or voyage charter markets. Our vessels operate on a worldwide basis and are not restricted to specific locations. Our charterers determine the trading routes and the type of commodities transported on our vessels.
We intend to employ our vessels primarily in the index-linked time charter, fixed rate time charter or voyage charter markets. No vessels are currently employed on voyage charters. Our vessels operate on a worldwide basis and are not restricted to specific locations. Our charterers determine the trading routes and the type of commodities transported on our vessels.
We will continuously evaluate the duration of our charters and extend or reduce the charter hire periods of the vessels in our fleet according to the developments in the dry bulk shipping industry. Our Competition We operate in markets that are highly competitive and based primarily on supply and demand.
We regularly evaluate the duration of our charters and extend or reduce the charter hire periods of the vessels in our fleet according to the developments in the dry bulk shipping industry. Our Competition 37 We operate in markets that are highly competitive and based primarily on supply and demand.
We also maintain hull disbursements and increased value insurance policies covering each of our ships, which provide, or will provide, additional coverage in the event of the total or constructive loss of a ship. Our marine risks insurance policies contain, deductible amount of $200,000 for which we will be responsible.
We also maintain hull disbursements and increased value insurance policies covering each of our ships, which provide, or will provide, additional coverage in the event of the total or constructive loss of a ship. Our marine risks insurance policies contain deductible amounts for which we will be responsible.
Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the Bermuda Monetary Authority. Environmental and Other Regulations in the Shipping Industry Government regulation and laws significantly affect the ownership and operation of our fleet.
Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes still require the specific consent of the BMA. Environmental and Other Regulations in the Shipping Industry Government regulation and laws significantly affect the ownership and operation of our fleet.
Leverage dual fuel LNG technology, fuel-saving technology and lower environmental impact of our fleet All of our delivered vessels and newbuilding vessels on order are Newcastlemax vessels with dual fuel capability, scrubbers, fuel-saving devices and improved propeller efficiency, which offer relatively low fuel consumption and CO2 emission per tonne mile.
Leverage dual fuel LNG technology, fuel-saving technology and lower environmental impact of our fleet All of our vessels are Newcastlemax vessels with dual fuel capability, scrubbers, fuel-saving devices and improved propeller efficiency, which offer relatively low fuel consumption and CO2 emission per tonne mile.
We believe this is a fairly simple business model and easy to operate given the synergies and efficiencies we can take advantage of by managing a fleet of the vessels with identical specifications in the market together with the support and collaboration of our Manager and Ship Managers.
We believe this is a fairly simple business model and easy to operate given the synergies and efficiencies we can take advantage of by managing and marketing a fleet of the vessels with identical specifications, with the support and collaboration of our Manager and Ship Managers.
This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares.
This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to holders of our common shares.
As the price of LNG is volatile, it might not always be economical to use. however, we expect the dual fuel capability to be a benefit in the future. Since charterers pay for bunker fuel, they benefit from efficiency savings on our vessels, which makes our vessels more attractive to charterers than less efficient vessels.
As the price of LNG is volatile, it might not always be economical to use. However, we believe the dual fuel capability can be a benefit. Since charterers pay for bunker fuel, they benefit from efficiency savings on our vessels, which makes our vessels more attractive to charterers than less efficient vessels.
Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
Our vessels maintain such certificates. 45 Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
Since our inception, we have been able to capitalize such extensive experience together with the 2020 Bulkers team’s track record in the dry bulk shipping industry and more specifically in the Newcastlemax’ segment, having chartered a total of 20 Newcastlemax vessels to different customers, including all 12 of our vessels.
We have been able to capitalize such extensive experience together with the 2020 Bulkers Management team’s track record in the dry bulk shipping industry and more specifically in the Newcastlemax’ segment, having chartered a total of 18 Newcastlemax vessels to different customers, including all 12 of our vessels.
Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.
Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.
The members of our management team (contracted to us from 2020 Bulkers) have held and currently hold leadership positions at prominent dry bulk companies, including Golden Ocean Group Limited, 2020 Bulkers Ltd., Torvald Klaveness Group, Star Bulk Norway AS, among others, and have solid and long-term relationships with companies in the industry which complement one another and have assisted, and continue to assist, in our development.
The members of our management team (contracted to us from 2020 Bulkers Management) have held leadership positions at prominent dry bulk companies, including Golden Ocean Group Limited, 2020 Bulkers Ltd., Torvald Klaveness Group, Star Bulk Norway AS, among others, and have long-term relationships with companies in the industry which have assisted, and continue to assist, in our development.
The new emission regulations that commenced in 2023, the potential advantage of offering dual fuel LNG propelled Newcastlemaxes, which may give a significant benefit to the calculated CO2 emission per tonne-mile, may give us further competitive advantage over other vessels in the Capesize fleet which do not have dual fuel capability.
We expect that new emission regulations that became effective in 2023, and the potential advantage of offering dual fuel LNG propelled Newcastlemaxes, which may give a significant benefit to the calculated CO2 emission per tonne-mile, may give us further competitive advantage over other vessels in the Capesize fleet which do not have dual fuel capability.
Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.
Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws are in some cases more stringent than U.S. federal law.
We believe that our vessels, particularly when running on LNG (when economical, which will depend upon LNG market prices), will have lower emissions of sulfur, CO2 and NOx compared to a standard Capesize and that by installing scrubbers we will further mitigate our vessels’ environmental impact.
We believe that our vessels, particularly when running on LNG (when economical, which depends upon LNG market prices), have lower emissions of sulfur, CO2 and NOx compared to a standard Capesize, and that by having installed scrubbers we further mitigate our vessels’ environmental impact.
Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunker above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with “Exhaust Gas Cleaning System” (EGCS), or scrubbers, which can operate using fuel of higher sulfur content.
Additionally, at MEPC 73, amendments to Annex VI were adopted and took effect March 1, 2020 to prohibit the carriage of bunker above 0.5% sulfur on ships with the exception of vessels fitted with “Exhaust Gas Cleaning System” (EGCS), or scrubbers, which can operate using fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls.
These vessels comprise our fleet. In connection with the IMO sulfur cap regulations that came into force in January 2020, which limits emission of sulfur content to 0.5% m/m, all of our vessels will have scrubbers installed upon delivery to us.
In connection with the IMO sulfur cap regulations that came into force in January 2020, which limits emission of sulfur content to 0.5% m/m, all of our vessels have scrubbers installed.
Information on the Company—B. Business Overview.” Other U.S. Environmental Initiatives The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants.
Environmental Initiatives The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants.
In addition, New Times has agreed to pay an Address Commission to each our subsidiaries for their efforts and cooperation in connection with the negotiation, agreement and execution of each Shipbuilding Contract, which will be deducted from each of the final delivery installments, thus decreasing the purchase price payable for each vessel.
New Times paid an Address Commission to each of our subsidiaries for their efforts and cooperation in connection with the negotiation, agreement and execution of each Shipbuilding Contract, which were deducted from each of the final delivery installments, thus decreasing the purchase price for each vessel.
We believe that these features of our vessels and our commitment to QHSE will enhance our growth prospects as we work toward becoming one of the preferred providers in the industry. Our Strategy Maximize shareholder returns Our strategy is to maximize shareholder returns from our fleet of 12 Newcastlemax vessels.
We believe that these features of our vessels and our commitment to QHSE enhance our growth prospects as we continue to work toward becoming one of the preferred providers in the industry. Our Strategy Maximize shareholder returns Our strategy is to maximize shareholder returns from our fleet of 12 Newcastlemax vessels which are on charters with established counterparties.
The BWM Convention entered into force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.
The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.
The 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 U.S. initially entered into the agreement, but on June 1, 2017, the former U.S.
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 Bermuda Monetary Authority has given its consent for the issue and free transferability of all of the common shares that are the subject of this offering to and between non-residents of Bermuda for exchange control purposes, provided our common shares remain listed on an appointed stock exchange, which includes the Stock Exchange.
The BMA has given its consent for the issue and free transferability of all of the common shares to and between non-residents of Bermuda for exchange control purposes, provided our common shares remain listed on an appointed stock exchange, which includes NYSE.
To trade internationally, a vessel must attain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must obtain an International Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.
Our modern vessels will also benefit from dual fueled LNG technology and be installed with fuel-saving capability and scrubbers, which we believe will assist us in chartering our vessels, enhance our operating performance by reducing voyage costs, allow us to adhere to increasingly stringent environmental standards and make our vessels more environmentally friendly than vessels without these features.
Our vessels also benefit from dual fueled LNG technology and are installed with fuel-saving capability and scrubbers, which we believe assists us in chartering our vessels, enhances our operating performance by reducing voyage costs, allows us to adhere to increasingly stringent environmental standards and makes our vessels more environmentally friendly than vessels without these features.
Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
Demonstrated access to capital and financing 38 Our nine vessels that have been delivered and remaining three vessels under construction are substantially funded by our equity financings and the debt financing (including the Sale and Leaseback Agreements) we have entered into to finance our pre-delivery and delivery installments under each Shipbuilding Contract up to the delivery date of our newbuilding vessels, from which time we have started (and expect to start) to generate cash flows from operations.
Demonstrated access to capital and financing Our twelve vessels were substantially funded by our equity financings and the debt financing (including the Sale and Leaseback Agreements) we entered into to finance our pre-delivery and delivery installments under each Shipbuilding Contract up to the delivery date of our newbuilding vessels, from which time we have started to generate cash flows from operations.
While the number of vessels in our fleet that participate in the time charter market will vary from time to time depending on whether the option is exercised or not, we anticipate that a significant portion of our fleet will be operating on index-linked time charters.
While the number of vessels in our fleet that participate in the time charter market will vary from time to time depending on whether the option is exercised or not, we anticipate that a significant portion of our fleet will continue to operate on index-linked time charters and all of our vessels are currently on index-linked time charters pursuant to charter agreements.
As the price of LNG is volatile, it might not always be economical to use. We believe that LNG is a good alternative fuel in the shipping industry at this time. We see this fuel as the most suitable environmentally friendly alternative for the dry bulk vessel industry during the worldwide transition to carbon neutral fuels.
We believe that LNG is a good alternative fuel in the shipping industry at this time. We see this fuel as the most suitable environmentally friendly alternative for the dry bulk vessel industry during the worldwide transition to carbon neutral fuels.
The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held in June 2021 and entered into force on November 1, 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023. The Himalaya fleet holds approved SEEMP and certification of compliance to EEXI.
The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held in June 2021 and entered into force on November 1, 2022, with the requirements for EEXI and CII certification having entered into effect from January 1, 2023.
Our Manager, 2020 Bulkers, which has experience operating in the dry bulk shipping industry, is a subsidiary of 2020 Bulkers Ltd., a company incorporated in Bermuda and listed on the Oslo Stock Exchange. Our contracted Chief Executive Officer, Mr.
Our Manager, 2020 Bulkers Management, which has experience operating in the dry bulk shipping industry, is a subsidiary of 2020 Bulkers Ltd., a company incorporated in Bermuda and listed on the Oslo Stock Exchange which owns and operates dry bulk vessels.
We maintain hull and machinery marine risks insurance, hull and machinery, war risks insurance and protection and indemnity insurance for our fleet in amounts that we believe to be prudent to cover normal risks in our operations. However, we may not be able to achieve or maintain this level of coverage throughout a vessel’s useful life.
We maintain hull and machinery marine risks insurance, hull and machinery, war risks insurance and protection and indemnity insurance for our fleet. However, we may not be able to achieve or maintain adequate level of coverage throughout a vessel’s useful life.
Additional Features of our vessels Environmental Savings A Newcastlemax dry bulk vessel is also expected to be more environmentally friendly than a 180k dwt 2014/15-built Capesize vessel, with 43% lower CO2 mT per day (78 mT for a Himalaya Newcastlemax LNG propelled vessel versus a 138 mT for a Capesize vessel).
Additional Features of our vessels Environmental Savings A Newcastlemax dry bulk vessel is also expected to be more environmentally friendly than a 180k dwt 2014/15-built Capesize vessel, with 43% lower CO2 mT per day (78 mT for a Himalaya Newcastlemax LNG propelled vessel versus a 138 mT for a Capesize vessel). 36 LNG Prices and Seasonality LNG might not always be economical to use for dual fuel vessels at certain market prices.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We will ensure that upon delivery of our vessels, we will have submitted NOIs where required. We have U.S.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs where required. We have U.S. Coast Guard approved ballast water treatment installed on all our vessels.
The services provided include negotiating contracts related to the vessels, negotiating terms of employment of the vessels, making all necessary arrangements for the proper employment of the vessels and negotiating the terms of all contracts for the purchase or sale of the vessels, in each case subject to the express limitations and guidelines imposed by us, as well as newbuilding supervision, assistance with delivery of vessels and supervising SeaQuest, among others.
The services provided include negotiating contracts related to the vessels, negotiating terms of employment of the vessels, making all necessary arrangements for the proper employment of the vessels and negotiating the terms of all contracts for the purchase or sale of the vessels, in each case subject to the express limitations and guidelines imposed by us.
We will rely upon the safety management system that we aim to develop for compliance with the ISM Code together with the technical management team from our Ship Managers.
We rely upon a safety management system that we have developed for compliance with the ISM Code together with the technical management team from our Ship Managers.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPs”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.
All ships are now required to develop and implement Ship Energy Efficiency Management Plans (“SEEMPs”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (“EEDI”).
CII is a continuous annual certification, and we may incur costs to comply with revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems. Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems. Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
Pursuant to the Shipbuilding Contracts, we agreed to acquire 12 vessels for an initial average purchase price of $69.3 million per vessel to be paid in four pre-delivery installments for each vessel, in the amount equal to approximately 5%, 5%, 10% and 10% of the initial purchase price of each vessel, respectively, with the remaining delivery installments, in the amount of approximately 70% of the initial purchase price payable upon the delivery of each vessel.
The average Address Commission for the vessels is $679,000; whereas variation orders was approximately $0.6 million per vessel as further described below. 31 Pursuant to the Shipbuilding Contracts, we agreed to acquire 12 vessels for an initial average purchase price of $69.3 million per vessel to be paid in four pre-delivery installments for each vessel, in the amount equal to approximately 5%, 5%, 10% and 10% of the initial purchase price of each vessel, respectively, with the remaining delivery installments, in the amount of approximately 70% of the initial purchase price payable upon the delivery of each vessel.
These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel due to operational activities or casualties.
These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel due to operational activities or casualties. 47 We have obtained pollution liability coverage insurance for each of our vessels.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Pursuant to the terms of each bareboat charter, we pay a fixed bareboat daily charter hire rate, payable every consecutive three months and we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price (see “Item 5. Operating and Financial Review and Prospects—B.
Pursuant to the terms of each bareboat charter, we pay a fixed bareboat daily charter hire rate, payable every three months and we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price (see “Item 5. Operating and Financial Review and Prospects—B.
In addition, upon delivery of the relevant vessels from New Times, each buyer (a vessel-owning subsidiary of Himalaya Shipping) sold its vessel to a special purpose vehicle (SPV) owned by Avic, and chartered the vessel back to our subsidiaries, on bareboat charters, on Hell and High Water Terms.
In addition, upon delivery of the relevant vessels from New Times, each buyer (a subsidiary of Himalaya Shipping) sold its vessel to a special purpose vehicle (SPV) owned by Avic, and chartered the vessel back to our subsidiaries, on bareboat charters, on Hell and High Water Terms.
Third Anniversary Fourth Anniversary Fifth Anniversary Sixth Anniversary Seventh Anniversary Mount Norefjell 0120833 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Ita 0120834 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Etna 0120835 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Blanc 0120836 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Matterhorn 0120837 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Neblina 0120838 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Bandeira 0120839 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Hua 0120840 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Elbrus 0120841 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Denali 0120842 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Aconcagua 0120843 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Emai 0120844 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Pursuant to the Avic Leasing, if we do not exercise our option to purchase our vessels at the latest of the seventh anniversary date of the relevant vessel’s delivery to us, we are required to pay to Avic, on the date falling on such anniversary, an amount equal to $25 million per vessel for which the option was not exercised on such date.
Third Anniversary Fourth Anniversary Fifth Anniversary Sixth Anniversary Seventh Anniversary Mount Norefjell 0120833 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Ita 0120834 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Etna 0120835 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Blanc 0120836 $56,934,360 $54,492,480 $52,050,600 $49,608,720 $47,166,840 Mount Matterhorn 0120837 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Neblina 0120838 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Bandeira 0120839 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Hua 0120840 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Elbrus 0120841 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Denali 0120842 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Aconcagua 0120843 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Mount Emai 0120844 $56,000,000 $54,000,000 $51,000,000 $48,000,000 $46,000,000 Pursuant to the Avic Leasing, if we do not exercise our option to purchase our vessels at the latest of the seventh anniversary date of the relevant vessel’s delivery to us, we are required to pay to Avic, on such date, $25 million per vessel for which the option was not exercised on such date.
The Avic Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, ability to perform its material obligations or undertakings under such arrangement or security documents.
The Avic Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, failure to perform material obligations or undertakings under such arrangement or security documents.
CCBFL Leasing Arrangements In addition to the Avic Leasing, we entered into similar sale and leaseback arrangement with CCBFL, which covers a substantial part of the remaining payment obligations for the eight vessels under the 5-8 Shipbuilding Contracts and the 9-12 Shipbuilding Contracts.
CCBFL Leasing Arrangements In addition to the Avic Leasing, we entered into similar sale and leaseback arrangement with CCBFL, which covers a substantial part of some of the payment obligations for the eight vessels under the 5-8 Shipbuilding Contracts and the 9-12 Shipbuilding Contracts.
Our CCBFL and Jiangsu Leasing Agreements do not provide for such compensation if we do not exercise any of our options to purchase the vessels. In addition, the Company is required to pay loan fees to Avic, CCBFL and Compass Advisory Services Pte.
Our CCBFL and Jiangsu Leasing Agreements do not provide for such compensation if we do not exercise any of our options to purchase the vessels. In addition, the Company was required to pay loan fees to Avic, CCBFL and Compass Advisory Services Pte.
Sources of short-term liquidity include cash, payments from customers under charters, and amounts available under our $10 million Drew RCF, under which drawings are only allowed until December 31, 2024. In addition, our Sale and Leaseback Agreements contain debt incurrence covenants which could limit our ability to raise debt financing to meet liquidity or other capital requirements.
Sources of short-term liquidity include cash, payments from customers under charters, and amounts available under our $10 million Drew Holdings RCF, under which drawings are only allowed until December 31, 2025. In addition, our Sale and Leaseback Agreements contain debt incurrence covenants which could limit our ability to raise debt financing to meet liquidity or other capital requirements.
Partially offset by: • payment of deferred financing charges to other third parties such as lawyers and brokers of $3.9 million; • repayments of long-term and short-term debt of $16.8 million, comprising of (i) payments of installments on the sale leaseback financing with AVIC of $8.3 million, (ii) payments of installments on the sale leaseback financing with CCBFL of $1.0 million, and (iii) repayment of the DNB Bridge Facility of $7.5 million; and • repayment of the Drew RCF of $2.0 million.
Partially offset by: • payment of deferred fees to other third parties such as lawyers and brokers of $3.9 million; 60 • repayments of long-term and short-term debt of $16.8 million, comprising of (i) payments of installments on the sale leaseback financing with AVIC of $8.3 million, (ii) payments of installments on the sale leaseback financing with CCBFL of $1.0 million, and (iii) repayment of the DNB Bridge Facility of $7.5 million; and • repayment of $2.0 million of the Drew Holdings RCF .
Drew Holdings Revolving Credit Facility Drew Holdings provided us with an unsecured revolving credit facility of $15.0 million, which was available to the Company in tranches if we have no other liquid funds available to meet our working capital requirements.
Drew Holdings Revolving Credit Facility In December 2022, Drew Holdings has provided us with an unsecured revolving credit facility of $15.0 million, which was available to the Company in tranches if we have no other liquid funds available to meet our working capital requirements.
Our ability to generate adequate cash flows on a short and medium-term basis will depend substantially on the trading performance of our vessels. Periodic adjustments to the supply of and demand for dry bulk vessels cause the industry to be cyclical in nature.
Our ability to generate adequate cash flows on a short and medium-term basis depends substantially on the trading performance of our vessels. Periodic adjustments to the supply of and demand for dry bulk vessels cause the industry to be cyclical in nature.
Financing Arrangements Sale and Leaseback Agreements Pursuant to the Shipbuilding Contracts, we agreed to acquire 12 vessels for an average purchase price of $69.3 million per vessel to be paid in four pre-delivery installments for each vessel, in the amount equal to approximately 5%, 5%, 10% and 10% of the initial purchase price of each vessel, respectively, with the remaining delivery installments, in the amount of approximately 70% of the initial purchase price payable upon the delivery of each vessel.
Financing Arrangements Sale and Leaseback Agreements Pursuant to the Shipbuilding Contracts, we acquired 12 vessels for an average purchase price of $69.3 million per vessel paid in four pre-delivery installments for each vessel, in the amount equal to approximately 5%, 5%, 10% and 10% of the initial purchase price of each vessel, respectively, with the remaining delivery installments, in the amount of approximately 70% of the initial purchase price payable upon the delivery of each vessel.
Accordingly, all vessels delivered by New Times in 2023 were sold to an CCBFL SPV and immediately thereafter chartered back to us under bareboat charters.
Accordingly, all vessels delivered by New Times were sold to an CCBFL SPV and immediately thereafter chartered back to us under bareboat charters.
Impairment of long lived assets The carrying values of our vessels and newbuilding vessels under construction may not represent their fair market value at any point in time since the cost of vessels and newbuildings tend to fluctuate with changes in charter rates. Historically, both charter rates and vessel values tend to be cyclical.
Impairment of long lived assets The carrying values of our vessels may not represent their fair market value at any point in time since the cost of vessels tend to fluctuate with changes in charter rates. Historically, both charter rates and vessel values tend to be cyclical.
The carrying amounts of vessels and newbuildings under construction are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular vessel or newbuilding may not be fully recoverable. Such indicators may include depressed spot rates and depressed second-hand vessel values.
The carrying amounts of vessels are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not be fully recoverable. Such indicators may include depressed spot rates and depressed second-hand vessel values.
Adjusted EBITDA is a non-GAAP measure. We present Adjusted EBITDA because we believe this measure increases comparability of total business performance from period to period and against the performance of other companies. Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the periods presented. See "Non-U.S.
We present Adjusted EBITDA because we believe this measure increases comparability of total business performance from period to period and against the performance of other companies. See "Non-U.S. GAAP Financial Information." Set forth below is a reconciliation of Adjusted EBITDA to net income for the years presented.
The increase is primarily a result of the write-off of the deferred finance charges associated with “Mount Bandeira” and “Mount Hua”, following the novation of their sale and leaseback financing arrangements from subsidiaries of CCBFL to subsidiaries of Jiangsu.
The change is primarily a result of the write-off of the deferred finance charges associated with “Mount Bandeira” and “Mount Hua” in 2023, following the novation of their sale and leaseback financing arrangements from subsidiaries of CCBFL to subsidiaries of Jiangsu.
Factors Affecting Our Future Results of Operations and Financial Condition Our results of operations will be affected by a range of factors many of which are beyond the Company’s control. Our future results may not be comparable to our historical results of operations for the periods presented.
Factors Affecting Our Results of Operations Our results of operations are affected by a range of factors many of which are beyond the Company’s control. Our future results may not be comparable to our historical results of operations for the periods presented.
During the year ended December 31, 2023, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels and newbuildings may not be recoverable as of December 31, 2023 and concluded that no such events have occurred. We may also incur losses from uncollectible receivables.
During the year ended December 31, 2024, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels may not be recoverable as of December 31, 2024 and concluded that no such indicators existed. We may also incur losses from uncollectible receivables.
LIQUIDITY AND CAPITAL RESOURCES Liquidity and Capital Resources We operate in a capital-intensive industry and have substantially financed our purchase of newbuildings through a combination of equity capital and, sale and leaseback financing. Since the delivery of the six vessels in 2023, we have financed our working capital requirements from cash generated from operations and the equity offerings.
Liquidity and Capital Resources We operate in a capital-intensive industry and have substantially financed our purchase of newbuildings through a combination of equity capital and, sale and leaseback financing. Since the delivery of our vessels, we have financed our working capital requirements from cash generated from operations and our Drew Holdings RCF.
The CCBFL Leasing Arrangement also contains customary covenants for this type of arrangements, including (i) covenants relating to the vessels, class, flag, compliance with the ISM Code and ISPS Code, including restrictions on sales of the vessels, (ii) general compliance requirements relating to laws and regulations, environmental protection, (iii) customary information covenants and financial reporting covenants, including requirements to provide our financial statements for each financial year and half year to CCBFL and to provide a valuation report of each of the vessels at CCBFL’ request, (iv) restrictions on change of control of subsidiaries, (v) restrictions on entering into any corporate restructuring, without the prior written consent of CCBFL, and (vi) certain financial covenants, including limitations to incur any financial indebtedness or grant any loan without the prior written consent of CCBFL, and minimum cash requirements.
The CCBFL Leasing Arrangement also contains customary covenants for this type of arrangements, including (i) covenants relating to the vessels, class, flag, compliance with the ISM Code and ISPS Code, including restrictions on sales of the vessels, (ii) general compliance requirements relating to laws and regulations, environmental protection, (iii) customary information covenants and financial reporting covenants, (iv) restrictions on change of control of subsidiaries, (v) restrictions on entering into any corporate restructuring, without the prior written consent of CCBFL, and (vi) certain financial covenants, including limitations to incur any financial indebtedness or grant any loan without the prior written consent of CCBFL, and minimum cash requirements.
In addition, upon delivery of the relevant vessels from New Times, each buyer (a vessel-owning subsidiary of Himalaya Shipping) will sell its vessel to a special purpose vehicle (SPV) owned by CCBFL, and chartered the vessel back to our subsidiaries, on bareboat charters, on Hell and High Water Terms, subject to the effective transfer of ownership of the vessels to the SPVs.
In addition, upon delivery of the relevant vessels from New Times, each buyer (a vessel-owning subsidiary of Himalaya Shipping) sold its vessel to a special purpose vehicle (SPV) owned by CCBFL, and chartered the vessel back to our subsidiaries, on bareboat charters, on Hell and High Water Terms.
Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Standards See Item 18. Financial Statements: Note 3—“Recently Issued Accounting Standards.” 71
GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates. Recently Issued Accounting Standards See Item 18. Financial Statements: Note 3—“Recently Issued Accounting Standards.”
Upon delivery, each vessel will be, or has been, sold to an SPV owned by the Leasing Providers, and each SPV has agreed to charter back the vessels back, under bareboat charters, which we have the absolute obligation to pay the hire rates irrespective of any contingency (the Hell or High Water Terms), subject to the effective transfer of ownership of the vessels to the SPVs.
Upon delivery, each vessel was sold to an SPV owned by the Leasing Providers, and each SPV has agreed to charter back the vessels back, under bareboat charters, which we have the absolute obligation to pay the hire rates irrespective of any contingency (the Hell or High Water Terms).
If the future net undiscounted cash flows are less than the carrying value of the asset, or the current carrying value plus future newbuilding commitments, an impairment loss is recorded equal to the difference between the assets’ or newbuildings carrying value and fair value.
If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the assets’ carrying value and fair value.
During 2023, as the vessels started operations following their deliveries, we incurred operating costs as follows: • vessel operating expenses such as crewing, spares, repairs and maintenance, insurance, stores, lube oils, among others; • vessel management fees; • voyage expenses and commissions; and • depreciation.
Factors affecting our costs Operating and general and administrative expenses Since 2023, as the vessels started operations following their deliveries, we incurred operating costs as follows: • vessel operating expenses such as crewing, spares, repairs and maintenance, insurance, stores, lube oils, among others; • vessel management fees; 54 • voyage expenses and commissions; and • depreciation.
Significant factors that could impact management’s assumptions regarding cash flows include (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of dry bulk cargoes, (iii) greater than anticipated levels of newbuilding orders or lower than anticipated levels of vessel scrappings, and (iv) changes in rules and regulations applicable to the dry bulk industry, including legislation adopted by international organizations such as the IMO and the European Union or by individual countries.
Significant factors that could impact estimated market values include (i) unanticipated changes in demand for transportation of dry bulk cargoes, (ii) greater than anticipated levels of newbuilding orders or lower than anticipated levels of vessel scrappings, and (iii) changes in rules and regulations applicable to the dry bulk industry, including legislation adopted by international organizations such as the IMO and the European Union or by individual countries.
A significant part of our fleet is employed on index-linked rate time charter contracts and future rates on the Capesize Index published by the Baltic Exchange will significantly impact the level of our revenues in the future.
All of the vessels in our fleet are currently employed on index-linked rate time charter contracts and future rates on the Capesize Index published by the Baltic Exchange will significantly impact the level of our revenues in the future.
In addition, the interest expenses we incur on the outstanding indebtedness under our existing Sale and Leaseback Agreements are included in our financial costs. Financial costs also include amortization of other loan issuance costs incurred in connection with establishing such facilities.
The Sale and Leaseback Agreements are accounted for as financing arrangements. The interest expenses we incur on the outstanding indebtedness under our existing Sale and Leaseback Agreements are included in our financial costs. Financial costs also include amortization of other loan issuance costs incurred in connection with establishing such facilities. For additional details of our Financing Arrangements, see “Item 5.
Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements—Purchase Options”). 66 We have provided security and guarantees for the financing from the Avic Leasing, including assignment of the 1-4 Shipbuilding Contracts, the related Refund Guarantees, a parent company guarantee from Himalaya Shipping, account pledges over the related subsidiaries’ bank accounts and a share pledge over the shares in each related subsidiary.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements—Purchase Options”). 61 We have provided security and guarantees for the financing from the Avic Leasing, including a parent company guarantee from Himalaya Shipping, account pledges over the related subsidiaries’ bank accounts and a share pledge over the shares in each related subsidiary.
We assess recoverability of the carrying value of each asset or newbuilding on an individual basis by estimating the future undiscounted cash flows expected to result from the asset, including any remaining construction costs for newbuildings, and eventual disposal.
We assess recoverability of the carrying value of each asset on an individual basis by estimating the future undiscounted cash flows expected to result from the asset and eventual disposal.
Net cash used in investing activities Net cash used in investing activities of $413.1 million for the year ended December 31, 2023 is comprised of: • $41.3 million for the third installment payments for “Mount Bandeira,” “Mount Hua,” “Mount Elbrus,” “Mount Denali,” “Mount Aconcagua” and “Mount Emai”; • $48.1 million for the fourth installment payments for “Mount Neblina,” “Mount Bandeira,” “Mount Hua,” “Mount Elbrus,” “Mount Denali,” “Mount Aconcagua” and “Mount Emai”; • $302.6 million for the fifth and sixth installment payments for “Mount Norefjell,” “Mount Ita,” “Mount Etna,” “Mount Blanc,” “Mount Matterhorn” and “Mount Neblina”; • payment of $5.1 million on “Mount Bandeira” and “Mount Hua” in advance of their delivery in January 2024 for costs which were not covered by the sale leaseback agreement with Jiangsu; and • $15.9 million in newbuilding supervision fees and capitalized interest. 64 Net cash used in investing activities was $78.2 million for the year ended December 31, 2022, reflecting capitalized interest, supervision cost and pre-delivery cost on our vessels under construction. $13.7 million of newbuilding installments were classified as non-cash additions for the year ended December 31, 2022, based on newbuild liabilities owed to the Shipyard included in accounts payable as of December 31, 2022.
Net cash used in investing activities of $413.1 million for the year ended December 31, 2023 is comprised of: • $41.3 million for the third installment payments for “Mount Bandeira,” “Mount Hua,” “Mount Elbrus,” “Mount Denali,” “Mount Aconcagua” and “Mount Emai”; • $48.1 million for the fourth installment payments for “Mount Neblina,” “Mount Bandeira,” “Mount Hua,” “Mount Elbrus,” “Mount Denali,” “Mount Aconcagua” and “Mount Emai”; • $302.6 million for the fifth and sixth installment payments for “Mount Norefjell,” “Mount Ita,” “Mount Etna,” “Mount Blanc,” “Mount Matterhorn” and “Mount Neblina”; • payment of $5.1 million on “Mount Bandeira” and “Mount Hua” in advance of their delivery in January 2024 for costs which were not covered by the sale leaseback agreement with Jiangsu; and • $15.9 million in newbuilding supervision fees and capitalized interest.
The novation was deemed to be an extinguishment of the existing liability with CCBFL, thus, the deferred finance charges were written off. Income (Loss) for the year Net income was $1.5 million for the year ended December 31, 2023 compared to a net loss of $2.0 million for the year ended December 31, 2022.
The novation was deemed to be an extinguishment of the existing liability with CCBFL, thus, the deferred finance charges were written off in 2023. Net Income for the year Net income increased by $19.5 million in the year ended December 31, 2024.
Sale and Leaseback Arrangements We have entered into Sale and Leaseback Agreements with our Leasing Providers to finance a significant part of the purchase price of our 12 vessels, including the financing of a significant part of the purchase price of the nine vessels already delivered.
Financing Arrangements We entered into Sale and Leaseback Agreements with our Leasing Providers that financed a significant part of the purchase price of our 12 vessels.
Net cash provided by financing activities Net cash provided by financing activities of $431.9 million for the year ended December 31, 2023 is a result of cash generated from: • the proceeds from the issuance of common shares, net of paid transaction costs such as underwriters’, listing, audit and legal fees, of $62.2 million, comprised of $46.2 million and $16.0 million from our IPO in April 2023 and the private equity offering in December 2023, respectively; • proceeds from issuance of long-term and short-term debt (net of deferred finance charges paid to lender) of $391.4 million, comprised of (i) $200.0 million drawn down under the sale leaseback financing with AVIC, (ii) $27.4 million drawn down as pre-delivery financing from Jiangsu, (iii) $62.0 million drawn down as pre-delivery financing from CCBFL, (iv) $98.6 million drawn down under the sale leaseback financing with CCBFL, and (v) $7.5 million drawn down under the DNB Bridge Facility, offset by deferred finance charges paid to lenders of $4.1 million; and • additional drawdown from the Drew RCF of $1.0 million.
IPO in April 2023 and the private equity offering in December 2023, respectively; • proceeds from issuance of long-term and short-term debt (net of deferred finance charges paid to lender) of $391.4 million, comprised of (i) $200.0 million drawn down under the sale leaseback financing with AVIC, (ii) $27.4 million drawn down as pre-delivery financing from Jiangsu, (iii) $62.0 million drawn down as pre-delivery financing from CCBFL, (iv) $98.6 million drawn down under the sale leaseback financing with CCBFL, and (v) $7.5 million drawn down under the DNB Bridge Facility, offset by deferred finance charges paid to lenders of $4.1 million; and • additional drawdown from the Drew Holdings RCF of $1.0 million.
Critical Accounting Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which we have prepared in accordance with U.S. GAAP.
Critical Accounting Estimates Our Operating and Financial Review and Prospects is based on our financial statements, which we have prepared in accordance with U.S. GAAP.
The aggregate amount of lease payments under the lease agreements for all our vessels is approximately $76.2 million per year. Avic Leasing Arrangements For the four vessels under the 1-4 Shipbuilding Contracts, we entered into agreements with Avic International Leasing Co. Ltd., which covers a substantial part of the remaining payment obligations.
Set forth below is an overview of our Sale and Leaseback Agreements. The aggregate amount of lease payments under the lease agreements for all our vessels is approximately $76.2 million per year. Avic Leasing Arrangements For the four vessels under the 1-4 Shipbuilding Contracts, we entered into agreements with Avic International Leasing Co.
Factors Affecting Our Future Results The principal factors which will affect our future results of operations include: • the earnings from our vessels; • vessel operating expenses; • voyage commissions; • administrative expenses; 58 • depreciation; and • interest expense under our Sale and Leaseback Agreements. We derive our earnings from time charters and voyage charters of our vessels.
The principal factors which affect our results of operations include: • the earnings from our vessels; • vessel operating expenses; • voyage commissions; • administrative expenses; • depreciation; and • interest expense under our Sale and Leaseback Agreements. Factors affecting our revenues Factors affecting our revenues include number of vessels in operation, operating days and Baltic Capesize rates.
Cash Flow Statement The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated: 63 (in millions of U.S. dollars) Year ended December 31, 2023 Year ended December 31, 2022 March 17 (Inception) to December 31, 2021 Net cash provided by (used in) operating activities 6,474 (1,446) (516) Net cash used in investing activities (413,055) (78,198) (68,800) Net cash provided by financing activities 431,871 68,623 80,600 Net increase/(decrease) in cash, cash equivalents and restricted cash 25,290 (11,021) 11,284 Cash and cash equivalents at the beginning of the period 263 11,284 — Cash and cash equivalents at the end of the period 25,553 263 11,284 Supplementary disclosure of cash flow information Non-cash settlement of debt — — (13,600) Non-cash share issuance — — 13,600 Non-cash additions in respect of newbuildings — (13,683) (13,600) Issuance of liabilities for newbuilding installments — 13,683 13,600 Interest paid, net of capitalized interest (12,992) — — Net cash provided by (used in) operating activities Net cash provided by operating activities was $6.5 million for the year ended December 31, 2023 compared to net cash used in operating activities of $1.4 million for 2022, primarily as a result of operating profits for 2023 of $14.6 million generated from the operations of our six vessels following their deliveries throughout 2023.
Cash Flows The following table summarizes our cash flows from operating, investing and financing activities for the years indicated: (in thousands of U.S. dollars) Year ended December 31, 2024 Year ended December 31, 2023 Year ended December 31, 2022 Net cash provided by (used in) operating activities 55,840 6,474 (1,446) Net cash used in investing activities (313,359) (413,055) (78,198) Net cash provided by financing activities 251,335 431,871 68,623 Net increase/(decrease) in cash, cash equivalents and restricted cash (6,184) 25,290 (11,021) Cash and cash equivalents at the beginning of the year 25,553 263 11,284 Cash and cash equivalents at the end of the year 19,369 25,553 263 Supplementary disclosure of cash flow information Non-cash additions in respect of newbuildings — — (13,683) Issuance of liabilities for newbuilding installments — — 13,683 Interest paid, net of capitalized interest (40,287) (12,992) — Net cash provided by (used in) operating activities Net cash provided by operating activities was $55.8 million for the year ended December 31, 2024 compared to $6.5 million for the same period in 2023.
Ltd. from the date we entered into the Sale and Leaseback Agreements up to the delivery date of the vessels, totaling $15.2 million of which $7.4 million has been paid as of December 31, 2023 and $5.4 million as of December 31, 2022.
Ltd. from the date we entered into the Sale and Leaseback Agreements up to the delivery date of the vessels, of which $2.3 million and $7.4 million were paid for the years ended December 31, 2024 and December 31, 2023, respectively .
The increase is a result of the first six vessels being delivered during the year ended December 31, 2023, and commencing operations shortly after their respective deliveries. Vessel operating expenses include, among others, crew costs, insurance, spares, lube oils and management fees.
The increase is a result of twelve vessels being in operation by the end of the year ended December 31, 2024, compared to six vessels in operation during the year ended December 31, 2023. Vessel operating expenses include, among others, crew costs, insurance, spares, lube oils and management fees.
The average per day vessel operating expense across the fleet was $6,300 for the year ended December 31, 2023. Average vessel operating cost per day is calculated by dividing vessel operating expenses by the number of calendar days the fleet operated in the year ended December 31, 2023 of 1,369 days.
Average vessel operating cost per day is calculated by dividing vessel operating expenses by the number of calendar days the fleet operated in the year. Voyage expenses and commission Voyage expenses and commission increased by $1.1 million in the year ended December 31, 2024.
Pursuant to the Avic Leasing, we received financing for the remaining delivery installments under the 1-4 Shipbuilding Contracts, including the financing of 90% of the scrubber costs related to the four vessels under such contracts.
Ltd., which covers a substantial part of the remaining payment obligations. Pursuant to the Avic Leasing, we received financing for some of the delivery installments under the 1-4 Shipbuilding Contracts, including the financing of 90% of the scrubber costs related to the four vessels under such contracts. The sale and leaseback arrangement is accounted for as a financing transaction.
In addition, we have $10.0 million available to drawdown under the Drew revolving credit facility. 69 We believe that we will have sufficient resources to satisfy our obligations in the ordinary course of business for the 12-month period from the date the Consolidated Financial Statements were issued.
We believe that we will have sufficient resources to satisfy our obligations in the ordinary course of business for the 12-month period from the date of the most recent financial period end in the Consolidated Financial Statements.
The Drew Holdings RCF is an unsecured revolving credit facility, bearing an interest rate of LIBOR for the applicable interest period under the facility, plus a margin of 8% p.a. The Company may select an interest period for each tranche of one, three or six months as specified in each relevant drawdown notice.
The Drew Holdings RCF is an unsecured revolving credit facility, bearing an interest rate of LIBOR for the applicable interest period under the facility, plus a margin of 8% p.a.
Effective December 2023, an addendum to the Drew Holdings RCF was executed, decreasing the maximum amount available under the facility from $15.0 million to $10.0 million, and extending the maturity of the facility from December 31, 2024 to December 31, 2025.
The Company may select an interest period for each tranche of one, three or six months as specified in each relevant drawdown notice. 63 Effective December 2023, an addendum to the Drew Holdings RCF was executed, decreasing the maximum amount available under the facility from $15.0 million to $10.0 million, and extending the maturity of the facility from December 31, 2024 to December 31, 2025.
During the year ended December 31, 2023, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels and newbuildings may not be recoverable as of December 31, 2023 and concluded that no such events have occurred. Accordingly, we have not recorded an impairment charge during the year ended December 31, 2023.
Fair value is estimated based on values achieved for the sale/purchase of similar vessels and appraised valuations. 65 During the year ended December 31, 2024, we considered whether indicators of impairment existed that could indicate that the carrying amounts of our vessels may not be recoverable as of December 31, 2024 and concluded that no such events have occurred.
In December 2023, the Company issued 3,117,143 common shares of par value $1.00 each in a private placement at a price of $5.64 per share, raising gross proceeds of $17.6 million which will be used for general corporate purposes.
In December 2023, the Company issued 3,117,143 common shares in a private placement, raising gross proceeds of $17.6 million which were used for general corporate purposes. In March 2025, the Company issued 2,650,000 common shares in a private placement, raising gross proceeds of approximately $15.0 million which will be used for general corporate purposes.
GAAP Financial Information." Year ended Year ended (in thousands of $ except TCE earnings and number of days) December 31, 2023 December 31, 2022 Total operating revenues 36,736 — Add: Address commissions 1,360 — Total operating revenues, gross 38,096 — Fleet operational days 1,369 — Average daily TCE earnings, gross 27,831 — 60 Vessel operating expenses Vessel operating expenses increased by $8.6 million in the year ended December 31, 2023.
Year ended Year ended (in thousands of $ except TCE earnings and number of days) December 31, 2024 December 31, 2023 Change Total operating revenues 123,580 36,736 86,844 Add: Address commissions 4,483 1,360 3,123 Total operating revenues, gross 128,063 38,096 89,967 Fleet operational days 3,941 1,369 2,572 Average daily TCE earnings, gross 32,495 27,831 4,664 Vessel operating expenses 56 Vessel operating expenses increased by $15.2 million in the year ended December 31, 2024.
These payments are allocated between interest expense and principal repayment of the financial liability. The amount allocated to interest expense is determined by the incremental borrowing rate or imputed interest rate. The Sale and Leaseback Agreements are accounted for as financing arrangements. A.
The sales proceeds received from the buyer-lessor are recognized as a financial liability. A seller-lessee will make rental payments under the leaseback. These payments are allocated between interest expense and principal repayment of the financial liability. The amount allocated to interest expense is determined by the incremental borrowing rate or imputed interest rate.
Financing In conjunction with the delivery of the above vessels, we executed sale and leaseback financing facilities with Avic and CCBFL, totaling $200.0 million and $98.6 million, respectively.
All of our newbuilds have been delivered and our fleet consists of 12 vessels. Financing In conjunction with the delivery of the above vessels, we executed sale and leaseback financing facilities with CCBFL and Jiangsu, totaling $196.9 million and $98.6 million, respectively.
On the latter, each relevant subsidiary is, beginning six months from the delivery date of its vessel and throughout the remaining lease period, required to maintain a minimum cash balance in its account equivalent to three months’ charter hire under each applicable CCBFL Leasing, which amounts to approximately $1.5 million. 67 The CCFBL Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, ability to perform its material obligations or undertakings under such arrangement or security documents.
As of March 20, 2025, the Company is required to maintain a total minimum cash balance of $9.3 million in the subsidiaries that lease “Mount Matterhorn”, “Mount Neblina”, “Mount Elbrus”, “Mount Denali”, “Mount Aconcagua” and “Mount Emai” subject to this financing. 62 The CCFBL Leasing Arrangement has a charter period of 84 consecutive months and contains customary events of termination, which include non-payment, non-compliance with insurance requirement, any misrepresentation, cross default, insolvency and changes that have or are likely to have a material adverse change on Himalayas or our relevant subsidiary’s business, failure to perform its material obligations or undertakings under such arrangement or security documents.
Purchase Options Under the Sale and Leaseback Agreements, we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at the following pre-determined, amortizing purchase prices: Vessel name Hull No.
As of March 20, 2025, the Company is required to maintain a total minimum cash balance of $3.0 million in the subsidiaries that lease “Mount Bandeira” and “Mount Hua.” Purchase Options Under the Sale and Leaseback Agreements, we have options to purchase each vessel starting on the third anniversary until the seventh anniversary of such vessel’s delivery to us, at the following pre-determined, amortizing purchase prices: Vessel name Hull No.
The overall increase is a direct result of the income earned on the higher average cash balance during the year mainly due to the net proceeds from the equity offerings. Interest expense, net of amounts capitalized , increased by $13.6 million in the year ended December 31, 2023.
The increase is a result of an increase in the average cash balance during the year ended December 31, 2024 compared to during the year ended December 31, 2023, resulting in an increase in interest income. Interest expense, net of amounts capitalized , increased by $33.0 million in the year ended December 31, 2024.
Voyage expenses and commission Voyage expenses and commission increased by $0.5 million in the year ended December 31, 2023. The increase is a result of the first six vessels being delivered during the year ended December 31, 2023, and commencing operations shortly after their respective deliveries. Voyage expenses and commission is mainly comprised of brokers’ commissions.
The increase is a result of twelve vessels being in operation by the end of the year ended December 31, 2024, compared to six vessels in operation during the year ended December 31, 2023. Voyage expenses and commission is mainly comprised of brokers’ commissions.
To account for a failed sale and leaseback transaction as a financing arrangement, the seller-lessee does not derecognize the underlying asset; the seller-lessee continues depreciating the asset as if it was the legal owner. The sales proceeds received from the buyer-lessor are recognized as a financial liability. A seller-lessee will make rental payments under the leaseback.
When a sale and leaseback transaction does not qualify for sale accounting, the transaction is accounted for as a financing transaction by the seller-lessee. To account for a failed sale and leaseback transaction as a financing arrangement, the seller-lessee does not derecognize the underlying asset; the seller-lessee continues depreciating the asset as if it was the legal owner.
This was partially offset by: • settlement of support fees under our Corporate Support Agreement with Magni Partners (Bermuda) Ltd. of $2.7 million due upon delivery of the first four vessels, which equals the aggregate agreed address commissions payable to our relevant subsidiaries in connection with the first four vessels, which were agreed with New Times Shipyard, before the company was opened to external investors; and • an increase in other current assets due to prepayment of interest on the sale leaseback financing associated with four of the vessels that have been delivered of $2.4 million, prepayment of insurance associated with the six vessels currently delivered and operating of $0.4 million and prepayment of Directors and Officers’ Liability insurance of $0.2 million, and $2.3 million of advanced funding to vessel managers.
This was partially offset by: • payment of support fees under our Corporate Support Agreement with Magni Partners (Bermuda) Ltd. of $2.7 million due upon delivery of the first four vessels, which equals the aggregate agreed address commissions payable to our relevant subsidiaries in connection with the first four vessels, which were agreed with New Times Shipyard; and • an increase in other current assets due to prepayment of interest on the sale leaseback financing associated with four of the vessels that have been delivered of $2.4 million, prepayment of insurance associated with the six vessels delivered in 2023 of $0.4 million and prepayment of Directors and Officers’ Liability insurance of $0.2 million, and $2.3 million of advanced funding to vessel managers. 59 Net cash used in investing activities Net cash used in investing activities of $313.4 million for the year ended December 31, 2024 is comprised of: • $305.6 million for the fifth and sixth installment payments for “Mount Bandeira,” “Mount Hua,” “Mount Elbrus,” “Mount Denali,” “Mount Aconcagua” and “Mount Emai” of which $98.6 million and $196.9 million were financed by the sale and leaseback arrangements with Jiangsu and CCBFL, respectively; • $7.4 million in newbuilding supervision fees and capitalized interest; and • $0.3 million for the acquisition of 40% of the outstanding shares of 2020 Bulkers Management AS.
Depreciation, or the periodic costs charged to our income for the reduction in usefulness and long-term value of our vessels, is also related to the number of vessels we own or lease.
Such losses are accrued when information is available before the financial statements are issued that indicates that it is probable that a receivable will not be collected. Depreciation, or the periodic costs charged to our income for the reduction in usefulness and long-term value of our vessels, is also related to the number of vessels we own or lease.
OPERATING RESULTS Results of Operations for the Years Ended December 31, 2023 and December 31, 2022 The following table summarizes our results of operations for the years ended December 31, 2023 and 2022.
Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements.” 55 A. Operating Results Results of Operations for the Years Ended December 31, 2024 and December 31, 2023 The following table summarizes our results of operations for the years ended December 31, 2024 and 2023.
For more details of our Financing Arrangements and the terms and conditions thereunder, see “Item 5. Operating and Financial Review and Prospects—B.
For more details of our Financing Arrangements and the terms and conditions thereunder, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Financing Arrangements—Sale and Leaseback Agreements.” Under the Sale and Leaseback Agreements, the average bareboat rate per day is currently $16,567 per vessel.
As of December 31, 2023, we were in compliance with all of our covenants in each of our Financing Arrangements. As of December 31, 2023, we had cash and cash equivalents of $25.6 million. As of December 31, 2023, the remaining required payments for our six Shipbuilding Contracts amounted to $306.0 million.
As of December 31, 2024, we were in compliance with all of our covenants in each of our Financing Arrangements. As of December 31, 2024, we had cash and cash equivalents of $19.4 million.
Upon delivery of the six vessels during the year ended December 31, 2023, they were sold to special purpose vehicles (“SPV’s”) owned by AVIC and CCBFL, and each SPV leased the vessel back to the Company under bareboat charters.
The Company entered into sale and leaseback financing arrangements on the vessels, whereby upon delivery, the vessels were sold to special purpose vehicles (“SPVs”) owned by CCBFL and Jiangsu, and each SPV leased the vessel back to the Company under bareboat charters.
We expect continued volatility in dry bulk market rates for our vessels in the foreseeable future with a consequent effect on our short and medium-term liquidity. Our cash and cash equivalents are held in U.S. dollars. Our short-term liquidity requirements relate to funding working capital requirements, payment of newbuilding installments, and lease payments under our Sale and Leaseback Agreements.
We expect continued volatility in dry bulk market rates for our vessels in the foreseeable future with a consequent effect on our short and medium-term liquidity.
During the period, the vessels earned an average daily time charter equivalent (“TCE”) earnings, gross of $27,831/day, operating for a total of 1,369 days across the fleet. Set forth below is a reconciliation of average TCE earnings gross to total operating revenues for the periods presented. See "Non-U.S.
During the year ended December 31, 2024, the vessels earned an average daily time charter equivalent (“TCE”) earnings, gross of $32,495/day, operating for a total of 3,941 days across the fleet compared to $27,831/day, operating for a total of 1,369 days during the year ended December 31, 2023.
Subsequently, the Bridge Facility was terminated in April 2023. As of December 31, 2023, we were in compliance with all of our covenants in each of our Financing Arrangements to the extent applicable. Going concern The financial statements have been prepared on a going concern basis.
As of December 31, 2024, we were in compliance with all of our covenants in each of our Financing Arrangements to the extent applicable.
For a more complete discussion of our accounting policies, see Note 2—“Basis of Preparation and Significant Accounting Policies” to our Consolidated Financial Statements.
We believe that the estimates, assumptions and judgements involved in the accounting policies described below have the greatest potential impact on our financial statements. For a discussion of our accounting policies, see Note 2—“Basis of Preparation and Significant Accounting Policies” to our Consolidated Financial Statements.
Revenues are driven primarily by the amount of daily charter hire that they earn under time charters and by the number of operating days during which they generate revenues.
We derive our earnings from time charters and voyage charters of our vessels. The dry bulk industry has historically been highly cyclical, experiencing volatility in profitability, vessel values and freight rates. Revenues are driven primarily by the amount of daily charter hire that vessels earn under time charters and by the number of operating days during which they generate revenues.
As of December 31, 2023, the facility is undrawn and there are no outstanding amounts due under the Drew Holdings RCF. Bridge Facility On March 1, 2023, we entered into a $15 million unsecured Bridge Facility with DNB Markets as arranger and DNB Bank ASA as lender and agent, which is available to the Company for general corporate purposes.
DNB Bridge Facility In March 2023, the Company entered into an unsecured Bridge Facility with DNB Markets as arranger and DNB Bank ASA as lender and agent for a maximum amount of $15.0 million for general corporate purposes with a maturity date of September 1, 2023.
Year ended Year ended (in thousands of $) December 31, 2023 December 31, 2022 Change % Change Interest income 830 38 792 2084 % Interest expense, net of amounts capitalized (13,601) — (13,601) 100 % Other financial expenses, net (341) (20) (321) 1605 % Total financial income (expenses), net (13,112) 18 (13,130) (72944) % Interest income increased by $0.8 million in the year ended December 31, 2023.
Year ended Year ended (in thousands of $) December 31, 2024 December 31, 2023 Change % Change Interest income 1,071 830 241 29 % Interest expense, net of amounts capitalized (46,636) (13,601) (33,035) 243 % Other financial income (expenses), net 8 (341) 349 (102) % Total financial (expenses) income, net (45,557) (13,112) (32,445) 247 % Interest income increased by $0.2 million in the year ended December 31, 2024.
In addition, when evaluating our historical results of operations and assessing our prospects in the periods under review, you should consider the factors discussed below. Our Newbuilding Contracts We have entered into contracts to acquire 12 Newcastlemax dry bulk vessels, of which six vessels were delivered throughout 2023 and three were delivered in January 2024.
In addition, when evaluating our historical results of operations and assessing our prospects in the periods under review, you should consider the factors discussed below.
Contractual Obligations The following table sets forth our contractual obligations for the periods indicated as at December 31, 2023: (in millions of $) Total obligation Due in 2024 Due in 2025 - 2026 Due in 2027 - 2028 Due Thereafter Financing Bareboat charters for delivered vessels (1) 512.4 38.5 74.3 71.2 328.4 Interest commitments on long-term debt (2) 0.7 0.5 0.2 — — Bareboat charters for newbuildings under construction (3) 535.1 23.2 74.0 74.0 363.9 Capital expenditure commitments (4) Mount Bandeira — — — — — Mount Hua — — — — — Mount Elbrus 2.6 2.6 — — — Mount Denali 2.6 2.6 — — — Mount Aconcagua 2.6 2.6 — — — Mount Emai 2.6 2.6 — — — 1,058.6 72.6 148.5 145.2 692.3 (1) This includes commitments on the financing of the scrubbers on the first 4 vessels to Avic.
Contractual Obligations The following table sets forth our contractual obligations for the periods indicated as at December 31, 2024: (in millions of $) Total obligation Due in 2025 Due in 2026 - 2027 Due in 2028 - 2029 Due Thereafter Financing Bareboat charters for vessels (1) 982.6 72.5 145.1 145.3 619.7 Repayment of scrubber financing including interest commitments (2) 3.5 3.1 0.4 — — 986.1 75.6 145.5 145.3 619.7 (1) This includes repayment of loan principal under the sale and leaseback agreements and related interest..
Significant Developments during 2023 Delivery of new vessels During 2023, we have taken delivery of six newbuilding vessels from New Times Shipyard as follows: Vessel Delivery date Mount Norefjell March 2, 2023 Mount Ita March 9, 2023 Mount Etna April 13, 2023 Mount Blanc May 31, 2023 Mount Matterhorn July 13, 2023 Mount Neblina August 29, 2023 The time charters with the charterers for each respective vessel commenced shortly after delivery.
Significant Developments during 2024 Delivery of new vessels During 2024, we took delivery of the remaining six newbuilding vessels from New Times Shipyard as follows: Vessel Delivery date Mount Bandeira January 5, 2024 Mount Hua January 8, 2024 Mount Elbrus January 11, 2024 Mount Denali April 19, 2024 Mount Aconcagua June 6, 2024 Mount Emai June 13, 2024 The time charters with the charterers for each respective vessel commenced shortly after delivery.
Nature of our operating and general and administrative expenses During 2022 and 2021, we had no vessel operating costs and the majority of our general and administrative costs related to legal and advisory fees, expenses relating to our listing on Euronext Expand and management fees.
Vessel operating costs are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, dry dockings, lubricating oils, insurance and management fees. The majority of our general and administrative costs related to legal and advisory fees, management fees, expenses relating to our listing on NYSE and Euronext Expand.
On October 11, 2021, we completed a private placement of 7,142,857 shares of par value $1.00 each at a subscription price of $7.00 per share, raising gross proceeds of $50 million, a significant majority of which was used to finance the first and second installments of the Shipbuilding Contracts totaling $82.1 million. 65 In April 2023, the Company completed its IPO in the U.S, whereby the Company issued 7,720,000 common shares of par value $1.00 each at an offering price of $5.80 per common share and subsequently issued an additional 910,000 common shares of par value $1.00 each in a partial exercise of the over-allotment option in May 2023, raising gross proceeds of $50 million, a significant majority of which was used for general corporate purposes, which included funding acquisitions of vessels on order, repayment of indebtedness and funding our working capital needs.
Equity Issuances In the second quarter of 2023, the Company completed its IPO in the U.S, whereby the Company issued 8,630,000 common shares, raising gross proceeds of $50 million, a significant majority of which was used for general corporate purposes, which included funding acquisitions of vessels on order, repayment of indebtedness and funding our working capital needs.
In March 2023, we entered into an unsecured Bridge Facility with DNB Bank ASA on which we drew down $7.5 million in March 2023 which we fully repaid in April 2023 from the proceeds of the IPO. Subsequently, the Bridge Facility was terminated in April 2023.
Amounts outstanding under the Bridge Facility bore interest at SOFR plus a margin of 6% per annum. The Company drew down $7.5 million in March 2023 which it fully repaid in April 2023 from the proceeds of the IPO. Subsequently, the Bridge Facility was terminated in April 2023.
Year ended Year ended (in thousands of $) December 31, 2023 December 31, 2022 Change % Change Total operating revenues 36,736 — 36,736 100 % Vessel operating expenses (8,597) — (8,597) 100 % Voyage expenses and commissions (549) — (549) 100 % General and administrative expenses (3,846) (1,971) (1,875) 95 % Depreciation and amortization (9,118) — (9,118) 100 % Total operating expenses (22,110) (1,971) (20,139) 1022 % Operating profit (loss) 14,626 (1,971) 16,597 (842) % Total financial income (expenses), net (13,112) 18 (13,130) (72944) % Net income (loss) attributable to shareholders of Himalaya Shipping Ltd 1,514 (1,953) 3,467 (178) % Total operating revenues Time charter revenues increased by $36.7 million in the year ended December 31, 2023.
Year ended Year ended (in thousands of $) December 31, 2024 December 31, 2023 Change % Change Total operating revenues 123,580 36,736 86,844 236 % Vessel operating expenses (23,845) (8,597) (15,248) 177 % Voyage expenses and commissions (1,607) (549) (1,058) 193 % General and administrative expenses (5,031) (3,846) (1,185) 31 % Depreciation and amortization (26,474) (9,118) (17,356) 190 % Total operating expenses (56,957) (22,110) (34,847) 158 % Operating profit 66,623 14,626 51,997 356 % (Loss) from equity method investment (11) — (11) 100 % Total financial expenses, net (45,557) (13,112) (32,445) 247 % Income tax (expense)/credit (11) — (11) 100 % Net income attributable to shareholders of Himalaya Shipping Ltd 21,044 1,514 19,530 1290 % Total operating revenues Time charter revenues increased by $86.8 million in the year ended December 31, 2024.
In addition, as a result of our IPO in the US in March 2023, general and administrative costs are expected to increase for incremental expenses relating to being a publicly traded company in the US.
IPO in 2023, we started incurring direct, incremental general and administrative expenses as a result of our being a publicly traded company in the United States. We may incur impairment losses in the future.
(2) Our interest commitment on our long-term debt is calculated based on assumed SOFR rate of 5.38% plus the margin rate and credit spread associated with the financing of the scrubbers on the first 4 vessels. (3) This pertains to the commitments on the six vessels under construction to start from their respective delivery dates.
(2) Our interest commitments on our scrubber financing is calculated based on assumed SOFR rate of 4.49% plus the margin rate and credit spread associated with the financing of the scrubbers on the first 4 vessels. Capital Commitments Following the delivery of the remaining six vessels in 2024, we have no capital commitments as of March 20, 2025. C.
We have entered into Sale and Leaseback Agreements with our Leasing Providers to finance the pre-delivery financing of the third and fourth installments of our 12 vessels, bearing a fixed rate interest rate of 5% per annum and the delivery financing for the fifth installment under each of the Shipbuilding Contracts.
The total average purchase price, including estimated variation orders, Address Commissions and the cost of scrubbers we installed on each of our vessels was $71.6 million. Pursuant to the Sale and Leaseback Agreements, we received pre-delivery financing at a fixed interest rate of 5% per annum for the third and fourth pre-delivery installments of the Shipbuilding Contracts.
GAAP Financial Information." Year ended Year ended (in thousands of $) December 31, 2023 December 31, 2022 Change Net income (loss) 1,514 (1,953) 3,467 Depreciation and amortization 9,118 — 9,118 Total financial expenses, net 13,112 (18) 13,130 Income tax — — — Adjusted EBITDA 23,744 (1,971) 25,715 Results of Operations for the Year Ended December 31, 2022 and the Period Ended December 31, 2021 The following table summarizes our results of operations for the year ended December 31, 2022 and period ended December 31, 2021.
Year ended Year ended (in thousands of $) December 31, 2024 December 31, 2023 Change Net income 21,044 1,514 19,530 Depreciation and amortization 26,474 9,118 17,356 Loss from equity method investment 11 — 11 Total financial expenses, net 45,557 13,112 32,445 Income tax 11 — 11 Adjusted EBITDA 93,097 23,744 69,353 Results of Operations for the Year Ended December 31, 2023 and the Year Ended December 31, 2022 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.
IPO in April 2023, which resulted in increases in Directors and Officers Liability insurance of $0.7 million, director and employee costs of $0.4 million, audit and accounting fees of $0.3 million, and management fees from 2020 Bulkers Management AS of $0.1 million. Depreciation and amortization Depreciation and amortization increased by $9.1 million.
In addition, administrative costs associated with being a U.S. listed company also increased following the Company’s U.S. IPO in April 2023, which contributed to increases in Directors and Officers Liability insurance of $0.3 million, and director and employee costs of $0.2 million. Depreciation and amortization Depreciation and amortization increased by $17.4 million.

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Item 6. [Reserved]

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

33 edited+8 added−6 removed18 unchanged
Any person who is contracted to work at least 20 hours per week in our service, the members of our Board and any person who is a member of the board of any of our subsidiaries and an individual who is employed by a 75 regular service provider to the Company provided such individual participates in the team providing such services on a regular basis are eligible to participate in our LTI Plan.
Any person who is contracted to work at least 20 hours per week in our service, the members of our Board and any person who is a member of the board of any of our subsidiaries and an individual who is employed by a regular service provider to the Company provided such individual participates in the team providing such services on a regular basis are eligible to participate in our LTI Plan.
Other than through the fees we pay the Manager as set out in the Management Agreement, we do not reimburse our Manager or any of its affiliates for the compensation of our executive officer and do not make any decisions regarding the compensation of our executive officer.
Other than through the fees we pay the Manager as set out in the Management Agreement, we do not reimburse our Manager or any of its affiliates for the compensation of our executive officer and do not make any decisions regarding the compensation of our executive officers.
Mr. Billung currently is the Chief Executive Officer of 2020 Bulkers Ltd., parent company of our Manager and Managing Director of Star Bulk Norway AS. For the last five years, Mr.
Mr. Billung currently is 67 the Chief Executive Officer of 2020 Bulkers Ltd., parent company of our Manager and Managing Director of Star Bulk Norway AS. For the last five years, Mr.
Equity Incentive Plan We have adopted a long-term incentive plan and have authorized the issuance of up to 800,000 options pursuant to awards under our long-term incentive program (the “LTI Plan”), of which 65,000 options remain unallocated for further awards and recruitments.
Equity Incentive Plan We have adopted a long-term incentive plan and have authorized the issuance of up to 800,000 options pursuant to awards under our long-term incentive program (the “LTI Plan”), of which no options remain unallocated for further awards and recruitments.
(4) On March 10, 2022, our Board of Directors approved the award of share options under the LTI Plan to our executive officer to vest within a period of three years of the grant and expiring on March 10, 2027.
(5) On March 10, 2022, our Board of Directors approved the award of share options under the LTI Plan to our executive officer to vest within a period of three years of the grant and expiring on March 10, 2027.
(5) On February 19, 2024, our Board of Directors approved the award of share options under the LTI Plan to a director to vest within a period of three years of the grant and expiring on February 19, 2029.
(6) On February 19, 2024, our Board of Directors approved the award of share options under the LTI Plan to a director to vest within a period of three years of the grant and expiring on February 19, 2029.
Until January 2007, Ms. Sousa was Vice-President Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 Ms.
Sousa was Vice-President Corporate Services of Consolidated Services Limited, a Bermuda Management Company, having joined the firm in 1993 as Manager of Corporate Administration. From 1976 to 1982 Ms.
As a result, our contracted executive officer from time to time is not exclusively dedicated to performing services to us. C. Board Practices 73 Our Board of Directors is composed of five directors. A director is not required to hold any shares in our Company by way of qualification.
As a result, our contracted executive officers from time to time are not exclusively dedicated to performing services to us. C. Board Practices Our Board of Directors is composed of five directors. A director is not required to hold any shares in our Company by way of qualification.
Ms. Yoon is Managing Director of Golar Management (Bermuda) Limited since February 2022. Prior to this role, she was employed by Digicel Bermuda as Chief Legal, Regulatory and Compliance Officer from March 2019 until February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019.
Prior to this role, she was employed by Digicel Bermuda as Chief Legal, Regulatory and Compliance Officer from March 2019 until February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019.
Director or Officer Beneficial Ownership in Common Shares Interest in Options Number of shares % Total number of options Exercise price Expiry date Bjorn Isaksen (1) 400,000 * 150,000 (3) $8.00 December 8, 2026 Jehan Mawjee — — 50,000 (5) $8.00 February 19, 2029 Georgina Sousa — — 50,000 (3) $8.00 December 8, 2026 Carl Steen (2) 202,496 * 75,000 (3) $8.00 December 8, 2026 Mi Hong Yoon — — — — — Herman Billung 41,241 * 100,000 (4) $8.00 March 10, 2027 All executive officers and directors as a group 623,737 1.4% 425,000 $8.00 ___________________ * Represents beneficial ownership of less than 1.0% of total outstanding shares.
Director or Officer Beneficial Ownership in Common Shares Interest in Options Number of shares % Total number of options Exercise price (1) Expiry date Bjorn Isaksen (2) 450,000 * 150,000 (4) $8.00 December 8, 2026 Jehan Mawjee — — 50,000 (6) $8.00 February 19, 2029 Georgina Sousa — — 50,000 (4) $8.00 December 8, 2026 Carl Steen (3) 202,496 * 75,000 (4) $8.00 December 8, 2026 Mi Hong Yoon — — — — — Herman Billung 41,241 * 100,000 (5) $8.00 March 10, 2027 Lars-Christian Svensen 19,186 * 65,000 (7) $10.00 September 1, 2029 All executive officers and directors as a group 712,923 1.5% 490,000 ___________________ * Represents beneficial ownership of less than 1.0% of total outstanding shares.
Sousa was employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 2018. She previously served as a director of Frontline Ltd., North Atlantic Drilling Ltd., Sevan Drilling, Northern Drilling Ltd., Flex LNG LTD and Seadrill. Ms. Sousa served as secretary for all the above-mentioned companies at various times during the period between 2005 and 2018.
She previously served as a director of Frontline Ltd., North Atlantic Drilling Ltd., Sevan Drilling, Northern Drilling Ltd., Flex LNG LTD and Seadrill. Ms. Sousa served as secretary for all the above-mentioned companies at various times during the period between 2005 and 2018. Until January 2007, Ms.
In February 2023, the Company incorporated Himalaya Shipping Management (UK) Limited, a wholly-owned limited liability company incorporated under the laws of England and Wales. The intended purpose of this company is to employ certain management functions and provide certain accounting functions to the Company and its subsidiaries.
In February 2023, the Company incorporated Himalaya Shipping Management (UK) Limited, a wholly-owned limited liability company incorporated under the laws of England and Wales. The intended purpose of this company is to employ certain managers and provide certain accounting functions to the Company and its subsidiaries. This subsidiary employs the Company’s current employees who are based in England and Wales.
Our Board of Directors is elected annually by a vote of a majority of the common shares represented at the meeting at which at least two shareholders, present in person or by proxy, and entitled to vote (whatever the number of shares held by them) constitutes a quorum.
Directors and officers generally owe fiduciary duties to the company, and not to the company’s individual shareholders. 68 Our Board of Directors is elected annually by a vote of a majority of the common shares represented at the meeting at which at least two shareholders, present in person or by proxy, and entitled to vote (whatever the number of shares held by them) constitutes a quorum.
Name Age Position Bjorn Isaksen 40 Chairman of our Board of Directors and Director Jehan Mawjee 36 Director and Audit Committee Chairperson Georgina Sousa 73 Director and Audit Committee Member Carl Steen 73 Director and Audit Committee Member Mi Hong Yoon 53 Director and Company Secretary Bjørn Isaksen has been a member of our Board of Directors since June 2, 2021.
Name Age Position Bjorn Isaksen 41 Chairman of our Board of Directors, Director and Nominating and Corporate Governance Committee Member Jehan Mawjee 37 Director and Audit Committee Chairperson Georgina Sousa 74 Director and Audit Committee Member Carl Steen 74 Director, Audit Committee Member, and Nominating and Corporate Governance Committee Chairperson Mi Hong Yoon 54 Director, Nominating and Corporate Governance Committee Member, and Company Secretary Bjørn Isaksen has been a member of our Board of Directors since June 2, 2021.
In addition, the Companies Act imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company. Directors and officers generally owe fiduciary duties to the company, and not to the company’s individual shareholders.
In addition, the Companies Act imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company.
Our contracted executive officer is compensated by our Manager and, except as described below in connection with our long-term incentive plan, do not receive any compensation directly from us.
Our contracted executive officers are employees of 2020 Bulkers Management, our Manager. Our contracted executive officers are compensated by our Manager and, except as described below in connection with our long-term incentive plan, do not receive any compensation directly from us.
For further details on share options please refer to Note 16—“Share Based Compensation” of our Consolidated Financial Statements included herein. F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation Not applicable.
To accomplish this, our LTI Plan permits the issuance of our common shares. For further details on share options please refer to Note 18—“Share Based Compensation” of our Consolidated Financial Statements included herein. F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation Not applicable.
Major Shareholders and Related Party Transactions.” The Board of Directors has determined that Jehan Mawjee qualifies as “audit committee financial expert,” as such term is defined in the rules of the SEC, and all members of the audit committee are independent, as independence is defined under the rules of the SEC and the Stock Exchange applicable to foreign private issuers.
See “Item 7. Major Shareholders and Related Party Transactions.” The Board of Directors has determined that Jehan Mawjee qualifies as “audit committee financial expert,” as such term is defined in the rules of the SEC, and all members of the audit committee are independent, as independence is defined under SEC regulations and NYSE same rules.
In lieu of a compensation committee, our Board is responsible for establishing the executive officers’ compensation and benefits including our equity compensation plan. 74 Nominating and Corporate Governance Committee The nominating and corporate governance committee, which consists of Carl Steen, Bjørn Isaksen and Mi Hong Yoon, develops and recommends to the Board of Directors a set of corporate governance principles applicable to our company, oversees the evaluation of our Board of Directors and identifies and nominates candidates for election to the Board of Directors.
Nominating and Corporate Governance Committee The nominating and corporate governance committee, which consists of Carl Steen, Bjørn Isaksen and Mi Hong Yoon, develops and recommends to the Board of Directors a set of corporate governance principles applicable to our company, oversees the evaluation of our Board of Directors and identifies and nominates candidates for election to the Board of Directors.
Major Shareholders and Related Party Transactions.” Our contracted Chief Executive Officer, Herman Billung devotes a substantial portion of his time to our affairs as is required for his performance of the duties of our Manager to us under the Management Agreement, although he has not exclusively provided services to us since inception.
Major Shareholders and Related Party Transactions.” Our contracted Chief Executive Officer, Herman Billung and contracted Chief Commercial Officer, Lars-Christian Svensen, devote a substantial portion of their working time to our affairs as is required for the performance of the duties of our Manager to us under the Management Agreement, however, since inception, they have not exclusively provided services to us.
In addition, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The audit committee is also responsible for reviewing and determining whether to approve certain transactions with related parties. See “Item 7.
In addition, the audit committee is directly responsible for the nomination, engagement (following approval of the appointment of the auditor by the shareholders at the annual general meeting), compensation, retention and oversight of the work of our independent registered public accounting firm. The audit committee is also responsible for reviewing and determining whether to approve certain transactions with related parties.
Executive Officers The following provides information about each of our executive officers as of the date of this annual report. Name Age Position Herman Billung 66 Chief Executive Officer and Chief Financial Officer (1) _______________ (1) Contracted from 2020 Bulkers Management AS. Herman Billung has been Chief Executive Officer of 2020 Bulkers Management AS (the “Manager”) since February 1, 2022.
Executive Officers The following provides information about each of our executive officers as of the date of this annual report. Name Age Position Herman Billung 67 Chief Executive Officer and Chief Financial Officer (1) Lars-Christian Svensen 39 Chief Commercial Officer (1) _______________ (1) Contracted from 2020 Bulkers Management AS.
(3) On December 8, 2021, our Board of Directors approved the award of share options under the LTI Plan to our executive officers and directors to vest within a period of three years of the grant and expiring on December 8, 2026.
(3) Represents shares beneficially owned by Carl Steen, including those held by Capreca AS. (4) On December 8, 2021, our Board of Directors approved the award of share options under the LTI Plan to our executive officers and directors to vest within a period of three years of the grant and expiring on December 8, 2026.
Mr. Isaksen was employed by ABG Sundal Collier Ltd. as a partner from 2005 until 2014 and has been employed by Magni Partners as a partner since 2014. Magni Partners is wholly owned by Tor Olav Trøim. See “Item 7. Major Shareholders and Related Party Transactions.” The founder and sole shareholder of Magni Partners (Bermuda) Ltd. is Mr.
Mr. Isaksen was employed by ABG Sundal Collier Ltd. as a partner from 2005 until 2014 and has been employed by Magni Partners Limited, in the UK, as a partner since 2014. Magni Partners Limited is a subsidiary of Magni Partners. The founder and sole shareholder of Magni Partners is Mr. Tor Olav Trøim.
Carl Steen has been appointed to act as chairperson of our nominating and corporate governance committee. D. Employees We had two employees as of December 31, 2023. We are planning to hire a limited number of additional employees to perform some of the roles currently contracted. See “Item 6. Directors, Senior Management and Employees” for additional information.
Carl Steen has been appointed to act as chairperson of our nominating and corporate governance committee. D. Employees We had three employees as of December 31, 2024. See “Item 6. Directors, Senior Management and Employees” for additional information.
Sousa was employed by Golar Management (Bermuda) Limited (GMBL) as Managing Director from January 2019 until her retirement on March 2022. She previously served as a director and company secretary of Borr Drilling Limited and 2020 Bulkers Ltd from February 2019 to February 2022. Prior to joining GMBL, Ms.
She previously served as a director and company secretary of Borr Drilling Limited and 2020 Bulkers Ltd from February 2019 to February 2022. Prior to joining GMBL, Ms. Sousa was employed by Frontline Ltd. as Head of Corporate Administration from February 2007 until December 2018.
We will rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE, such that we do not have a standing compensation committee.
We will rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE, such that we do not have a compensation committee. In lieu of a compensation committee, our Board is responsible for establishing the executive officers’ compensation and benefits including our equity compensation plan.
Steen holds directorship positions in various Norwegian and international companies including Golar LNG Limited, Wilhelmsen Holding ASA and Belships ASA, is chairman of the Board of Directors of Wilhelm Wilhelmsen Holding ASA, and is a director at Golar LNG Limited and Belships ASA. 72 Mi Hong Yoon has served as Company Secretary and been a member of our Board of Directors since May 23 2022.
Steen holds directorship positions in various Norwegian and international companies including Golar LNG Limited, Wilhelmsen Holding ASA and Belships ASA, is chairman of the Board of Directors of Wilhelm Wilhelmsen Holding ASA, and is a director at Golar LNG Limited and Belships ASA.
Mawjee is a Chartered Accountant and holds a Master of Professional Accounting degree from the University of Saskatchewan as well as an Honors Degree in Applied Economics from Queen’s University. Georgina Sousa was appointed as a director in June 2021 and serves on our Audit Committee. She currently serves as a director of Golar LNG Limited. Ms.
She previously served in various accounting roles at Golar LNG Limited from 2015 to 2021 and at KPMG from 2012 to 2015. Ms. Mawjee is a Chartered Accountant and holds a Master of Professional Accounting degree from the University of Saskatchewan as well as an Honors Degree in Applied Economics from Queen’s University.
Compensation The aggregate cash compensation, including benefits in kind, accrued or paid to our directors with respect to the year ended December 31, 2023, for services in all capacities was $370,000. Our contracted executive officer is an employee of 2020 Bulkers, our Manager.
From 2020 to 2024, he acted as Chief Commercial Officer and Chief Executive Officer of Golden Ocean Management AS. B. Compensation The aggregate cash compensation, including benefits in kind, accrued or paid to our directors with respect to the year ended December 31, 2024, for services in all capacities was $310,000.
Billung also held the positions of Senior Vice President of Star Bulk Carriers, Chief Executive Officer of Songa Bulk Management ASA, and Chief Executive Officer of Golden Ocean Management AS. B.
Billung also held the positions of Senior Vice President of Star Bulk Carriers, Chief Executive Officer of Songa Bulk Management ASA, and Chief Executive Officer of Golden Ocean Management AS. Lars-Christian Svensen assumed the role as Chief Commercial Officer of 2020 Bulkers Management AS (the “Manager”) on September 1, 2024. Mr. Svensen has a 17-year career in international shipping.
This subsidiary employs the Company’s current employees who are based in England and Wales. We have no relationship between management and labor unions. E. Share Ownership The table below shows the number and percentage of our issued and outstanding common shares beneficially owned by our directors and officers as of March 20, 2024.
There is no relationship between management and labor unions. 69 E. Share Ownership The table below shows the number and percentage of our issued and outstanding common shares beneficially owned by our directors and officers as of March 21, 2025. Also shown are their interests in share options granted to them under our long-term incentive program (the “LTI Plan”).
Tor Olav Trøim. Drew Holdings Limited is wholly owned by Drew Trust, a trust established in Bermuda for the benefit of Mr. Trøim and his immediate family, owning approximately 31.5% of the common shares of the Company. Jehan Mawjee has been a member of our Board of Directors and Chair of the Audit Committee since December 19, 2022. Ms.
Drew Holdings Limited, which is wholly owned by Drew Trust, a trust established for the benefit of Mr. Trøim and his immediate family, owns approximately 29.0% of the common shares of the Company as of March 21, 2025. See “Item 7.
Removed
Mawjee has been employed as Chief Accounting Officer of Borr Drilling Limited since April 2021. She previously served in various accounting roles at Golar LNG Limited from 2015 to 2021 and at KPMG from 2012 to 2015. Ms.
Added
Major Shareholders and Related Party Transactions.” 66 Jehan Mawjee has been a member of our Board of Directors and Chair of the Audit Committee since December 19, 2022. Ms. Mawjee has been employed as Chief Accounting Officer of Borr Drilling Limited since April 2021.
Removed
Also shown are their interests in share options granted to them under our long-term incentive program (the “LTI Plan”).
Added
Georgina Sousa was appointed as a director in June 2021 and serves on our Audit Committee. She currently serves as a director of Golar LNG Limited. Ms. Sousa was employed by Golar Management (Bermuda) Limited (GMBL) as Managing Director from January 2019 until her retirement in March 2022.
Removed
(1) Represents shares beneficially owned by Bjorn Isaksen, including those held by Freng Invest AS. (2) Represents shares beneficially owned by Carl Steen, including those held by Capreca AS.
Added
Mi Hong Yoon has served as Company Secretary and been a member of our Board of Directors since May 23, 2022. Ms. Yoon is Managing Director of Golar Management (Bermuda) Limited since February 2022.
Removed
To accomplish this, our LTI Plan permits the issuance of our common shares. In December 2021, our Board of Directors granted 500,000 share options under the LTI Plan to key human resources, including to members of our manager’s team performing services for us but who are not considered to be performing executive management functions, and the Board of Directors.
Added
Herman Billung has been Chief Executive Officer of 2020 Bulkers Management AS (the “Manager”) since February 1, 2022. Mr. Billung has extensive shipping experience.
Removed
In March 2022, our Board of Directors granted 120,000 share options under the LTI Plan to key human resources, including to members of our manager’s team performing services for us but who are not considered to be performing executive management functions under substantially the same terms as the grant in December 2021 described in the preceding paragraph.
Added
From 2007 to 2008, he worked as a shipbroker for Cmarine Services. From 2008 to 2009, he served as a Project Analyst for Petredec Pte Ltd in Singapore. From 2009 to 2020, Mr. Svensen served in Western Bulk, where he held various positions within the group in Singapore (Head of Arabian Gulf), Seattle, US (President), and Oslo (Senior Vice President).
Removed
In February 2024, our Board of Directors granted 115,000 share options under the LTI Plan to key human resources, including to members of our manager’s team performing services for us but who are not considered to be performing executive management functions and a director of the Board, under substantially the same terms as the option grant in December 2021 described in the preceding paragraph.
Added
The NYSE requires U.S. listed companies to have a nominating and corporate governance committee comprised entirely of independent directors and a committee charter addressing certain minimum responsibilities. We rely on home country practice in Bermuda to be exempted from certain of the corporate governance requirements of the NYSE requirements. Not all our committee members are independent.
Added
(1) Exercise prices are presented gross of cash distributions declared. (2) Represents shares beneficially owned by Bjorn Isaksen, including those held by Freng Invest AS. In addition, Mr Isaksen has 200,000 shares under a forward purchase agreement with Drew Holdings Ltd. for settlement on June 15, 2026.
Added
(7) On September 1, 2024, our Board of Directors approved the award of share options under the LTI Plan to an executive officer to vest within a period of three years of the grant and expiring on September 1, 2029.

Item 7. Management's Discussion & Analysis

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

7 edited+0 added−27 removed0 unchanged
See the sections entitled “Item 4. Information on the Company—A. Our History and Development” and “Item 10. Additional Information—A. Share Capital” for historical changes in our shareholding structure. 76 B. Related Party Transactions Himalaya Shipping is party to a number of significant contractual arrangements with related parties.
See the sections entitled “Item 4. Information on the Company—A. Our History and Development” and “Item 10. Additional Information—A. Share Capital” for historical changes in our shareholding structure. B. Related Party Transactions Himalaya Shipping is party to a number of significant contractual arrangements with related parties.
Major Shareholders The following table presents certain information as of March 20, 2024 regarding the beneficial ownership of our common shares with respect to shareholders that, to the best of our knowledge, beneficially own more than 5% of our issued and outstanding common shares: 5% Equity holders Beneficial Ownership in Common Shares (1) Number of shares % Drew Holdings Ltd.
Major Shareholders The following table presents certain information as of March 21, 2025 regarding the beneficial ownership of our common shares with respect to shareholders that, to the best of our knowledge, beneficially own more than 5% of our issued and outstanding common shares: 5% Equity holders Beneficial Ownership in Common Shares (1) Number of shares % Drew Holdings Ltd.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 70 A.
To our knowledge, as of March 20, 2024, 43,900,000 of our common shares are held by Cede & Co., a nominee of The Depository Trust Company, which indirectly holds our shares on the NYSE and Oslo Bors. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
To our knowledge, as of March 21, 2025, 46,550,000 of our common shares are held by Cede & Co., a nominee of The Depository Trust Company, which indirectly holds our shares on the NYSE and Oslo Bors. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Related party transactions that we were party to for the years ended December 31, 2023, 2022 and the period ended December 31, 2021 are described in Note 15—“Related Party Transactions” of our Audited Consolidated Financial Statements included herein.
Related party transactions that we were party to for the years ended December 31, 2024, 2023 and 2022 are described in Note 17—“Related Party Transactions” of our audited consolidated financial statements included herein. C. Interests of Experts and Counsel Not applicable.
Drew Holdings Ltd. is wholly owned by Drew Trust, a trust established in Bermuda for the benefit of Mr. Trøim and his immediate family. (3) This information is based solely on the Investor Register on Euronext VPS as of March 20, 2024. (4) This information is derived solely from Schedule 424(b)(4) filed with the SEC on April 3, 2023.
Drew Holdings Ltd. is wholly owned by Drew Trust, a trust established in Bermuda for the benefit of Mr. Trøim and his immediate family. (3) This information is based solely on the Investor Register on Euronext VPS as of March 21, 2025.
(2) 13,814,268 31.5% Affinity Shipholdings I LLP (3) 3,384,627 7.7% Citibank, N.A. (4) 2,643,380 6.0% (1) The calculations in the table above are based on 43,900,000 common shares outstanding as of March 20,2024 (2) This information is derived solely from Schedule 13G of Drew Holdings Ltd. filed with the SEC on February 13, 2024.
(2) 13,492,549 29.0% Affinity Shipholdings I LLP (3) 3,054,127 6.6% (1) The calculations in the table above are based on 46,550,000 common shares outstanding as of March 21,2025. (2) This information is derived from Schedule 13G of Drew Holdings Ltd. filed with the SEC on February 4, 2025 plus 142,549 shares issued in the private equity offering in March 2025.
Removed
The following is a description of transactions since inception to which we have been a party and in which any of our directors, executive officers, beneficial owners of more than 5% of our common shares, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.
Removed
Agreements and Other Arrangements with Magni Partners Limited and Drew Holdings The founder and sole shareholder of Magni Partners (Bermuda) Ltd. is Mr. Tor Olav Trøim. Drew Holdings Limited is wholly owned by Drew Trust, a trust established in Bermuda for the benefit of Mr. Trøim and his immediate family, controlling approximately 31.5% of the common shares of the Company.
Removed
Corporate Support Agreement Magni is party to a Corporate Support Agreement with Himalaya Shipping pursuant to which it is providing support the Company’s business development through assisting with the pre-financing and post-financing of the Company’s newbuilding program, including previous private placements made by the Company, in finding employment for the vessels, assistance in sourcing business opportunities, in recruiting suitable individuals to the Company’s organization and with general high-level administrative support, etc.
Removed
This agreement was formalized on September 15, 2021. The Company agreed to pay to Magni $2.7 million in support fees, which shall be paid by the Company in four equal tranches.
Removed
Such amount equals the aggregate agreed Address Commissions payable to our relevant subsidiaries in connection with the first four vessels, which Address Commissions were agreed with New Times, before the Company was opened to external investors, in recognition of their efforts and cooperation in connection with the negotiation, agreement and execution of each Shipbuilding Contract.
Removed
The effect of these transactions is that the Company will deduct from the purchase price payable for the 12 vessels delivered and/or under construction $8.1 million in Address Commissions corresponding to the 12 vessels from the payment of the fifth installment under the Shipbuilding Contracts and will pay $2.7 million in support fees to Magni.
Removed
Following the delivery of the first four vessels in the year ended December 31, 2023, the total fee of $2.7 million has been paid. In the event, the Company requests Magni to provide additional services, Magni will be entitled to additional compensation. To date, no further payments have been made.
Removed
Drew Holdings Revolving Credit Facility Drew Holdings has provided us with an unsecured revolving credit facility of $15.0 million, which is available to the Company in tranches if it has no other liquid funds available to meet its working capital requirements.
Removed
The Drew Holdings RCF is an unsecured revolving credit facility, bearing an interest rate of LIBOR for the applicable interest period under the facility, plus a margin of 8% p.a. The Company may select an interest period for each tranche of 1, 3 or 6 months as specified in each relevant drawdown notice.
Removed
As of December 31, 2022, there was $1.0 million outstanding under the Drew Holdings RCF. In the year ended December 31, 2023, the Company drew down an additional $1.0 million and subsequently repaid the full outstanding amount of $2.0 million.
Removed
Effective December 2023, an addendum to the Drew facility was executed, decreasing the maximum amount available under the facility from $15.0 million to $10.0 million, and extending the maturity of the facility from December 31, 2024 to December 31, 2025.
Removed
In addition, the addendum extended the drawdown window to December 31, 2024 and aligned the interest rate with the Term Secured Overnight Financing Rate (“SOFR”).
Removed
The amended facility bears interest for the applicable interest periods under the facility, at a rate of SOFR plus a margin of 8% p.a. 77 As of December 31, 2023, there are no outstanding amounts due under the Drew Holdings RCF and $10.0 million is available to drawdown from this facility.
Removed
The Drew Holdings RCF replaces a similar facility that had been provided by Magni.
Removed
Registration Rights Agreement In connection with the US IPO in April 2023, we entered into a registration rights agreement with Drew Holdings, pursuant to which we will grant certain rights to Drew Holdings and certain of its transferees, including the right, under certain circumstances and subject to certain restrictions, to require us to register resales under the Securities Act our common shares held by them.
Removed
Drew Holdings has certain demand registration rights, including the right to require us to file a shelf registration statement registering secondary sales of our common shares held by Drew Holdings and its affiliates if such form is available to us, as well as certain piggyback registration rights in respect of common shares held by them in connection with registered offerings requested by other registration rights holders, if any, or initiated by us.
Removed
One of our directors, Bjorn Isaksen, is employed by Magni Partners, an affiliate of Drew Holdings. Manage ment Agreement with 2020 Bulkers In February 2023, we entered into a new Management Agreement with our Manager, 2020 Bulkers, replacing a similar management agreement entered into in October 2021.
Removed
The Manager is a wholly owned subsidiary of 2020 Bulkers Ltd, whereas of the date of the previous management agreement, Drew Holdings held a substantial part of the shares in 2020 Bulkers Ltd.
Removed
Following a reduction of Drew Holdings’ ownership in 2020 Bulkers Ltd. to approximately 3.5% in 2022, 2020 Bulkers is no longer considered a related party to the Company.
Removed
Pursuant to the Management Agreement, our Manager provides us with certain operational, commercial and management services, including newbuilding supervision, assistance with delivery of vessels and supervising SeaQuest, our on-site supervisor of the construction of our vessels, liaising with flag state and classification society, oversight of technical and operational management services for our vessels, and assisting us with procuring insurances for our vessels and operations.
Removed
Since our inception until December 31, 2023, our Manager has charged us $2.3 million.
Removed
Pursuant to the Management Agreement, the Company shall pay to the Manager a management fee subject to annual estimates and calculated, based on, among other things, expected activity level of the Company and the expected scope of services to be provided by 2020 Bulkers in relation to the Company in the such year, and payable quarterly, in four equal tranches.
Removed
Such management fee shall equal certain marked-up costs, based on the sum of (i) the direct payroll costs for the Manager allocated to the performance of the services under the Management Agreement and (ii) certain shared costs corresponding to the Manager’s infrastructure costs in such year related to the performance of such services as allocated between the Manager and the Company, such sum to be marked-up by a margin of 13%.
Removed
The management fee will be adjusted annually to account for the difference between estimated and actual costs incurred in such year. The Management Agreement is for an indefinite period and can be terminated by either party upon one month’s notice. Also see Note 15—“Related Party Transactions” to our Consolidated Financial Statements for a discussion of our related party transactions.
Removed
In addition, Magni and Drew Holdings have invested in our shares. See the sections entitled “Item 4. Information on the Company—A. Our History and Development” and “Item 6. Directors, Senior Management and Employees—E.
Removed
Share Ownership.” Agreements with Affinity Affinity Shipholdings I LLP (“Affinity”) holds 7.4% of the common shares of the Company as of December 31, 2023 (December 31, 2022: approximately 10.0%). Affinity is the broker between New Times and the company for the Shipbuilding Contracts. No consideration has or will be paid from Himalaya Shipping to Affinity.
Removed
Affinity is also the broker on the fixed time charter agreement the Company has entered into. Affinity receives 1.25% of the charter hire of US$30,000 per day. 78 C. Interests of Experts and Counsel Not applicable.

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