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TOP SHIPS INC.

TOP SHIPS INC.TOPS決算レポート

NYSE · 産業 · 深海外国貨物輸送

Top Ships Inc. is a supply chain maritime transportation operations management company responsible for seaborne trade of raw materials. The company was founded by Evangelos J. Pistiolis on January 10, 2000 and is headquartered in Maroussi, Greece.

What changed in TOP SHIPS INC.'s 20-F — 2023 vs 2024

Top changes in TOP SHIPS INC.'s 2024 20-F

730 paragraphs added · 507 removed · 205 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

155 edited+83 added−32 removed277 unchanged
In addition, although the emissions of greenhouse gases from international shipping currently are not currently subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions.
In addition, although the emissions of greenhouse gases from international shipping are not currently subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions.
While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results, and cash flows.
While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results, and cash flows.
Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition. As of the date of this annual report, our operating fleet consists of one 50,000 dwt MR product tanker, five 157,000 dwt Suezmax crude oil tankers, and two 300,000 dwt Very Large Crude Carriers (VLCCs).
Any limitation in the availability or operation of these vessels could have a material adverse effect on our business, results of operations and financial condition. As of the date of this annual report, our operating fleet consists of one 50,000 dwt MR product tanker, five 157,000 dwt Suezmax crude oil tankers, two 300,000 dwt Very Large Crude Carriers, or VLCCs.
Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
Companies which do not adapt to or comply with investor, lender or other evolving industry shareholder expectations and standards, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
Those regulations require certain entities that are not otherwise tax resident elsewhere that carry out particular activities to comply with an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters), and (iii) having regard to the level of relevant activity carried out in the Marshall Islands, has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands, and (c) an adequate number of qualified employees in the Marshall Islands.
Those regulations require certain entities that are not otherwise tax resident elsewhere that carry out particular activities to comply with an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generating activities for shipping companies will generally occur in international waters), and (iii) having regard to the level of relevant activity carried out in the Marshall Islands, has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands, and (c) an adequate number of qualified employees in the Marshall Islands.
While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws in 2023, and although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take precautions reasonably designed to ensure compliance with such laws, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent.
While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other applicable governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws and although we intend to maintain compliance with all applicable sanctions and embargo laws, and we endeavor to take precautions reasonably designed to ensure compliance with such laws, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent.
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings.
Crew members, suppliers of goods and services to a vessel or a yacht, shippers of cargo and other parties may be entitled to a maritime lien against that vessel or yacht for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel or yacht through foreclosure proceedings.
Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have increasingly been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas.
Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas.
Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the subject vessel to the government of such jurisdiction. Maritime claimants could arrest our vessels or vessels we may acquire, which could interrupt our cash flow.
Under some jurisdictions, vessels used for the conveyance of illegal drugs could result in forfeiture of the subject vessel to the government of such jurisdiction. Maritime claimants could arrest our vessels or yachts or vessels or yachts we may acquire, which could interrupt our cash flow.
While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial conditions, operating results, and cash flows. 14 Table of Contents In the past, other political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region.
While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial conditions, operating results, and cash flows. 15 Table of Contents In the past, other political conflicts have also resulted in attacks on vessels, mining of waterways, and other efforts to disrupt international shipping, particularly in the Arabian Gulf region.
In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner.
In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel or yacht which is subject to the claimant’s maritime lien and any “associated” vessel or yacht, which is any vessel or yacht owned or controlled by the same owner.
The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or vessels we may acquire and ability to pay dividends may be negatively affected by a resurgence of COVID-19 or future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.
The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or vessels we may acquire and ability to pay dividends may be negatively affected by future pandemics, epidemics or other outbreaks of infectious diseases is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.
Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination.
Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination.
Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our loan agreements that require maintenance of certain financial positions and ratios. 9 Table of Contents We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.
Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our financing agreements that require maintenance of certain financial positions and ratios. 9 Table of Contents We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.
Furthermore, the ongoing war between Israel and Hamas and the Houthi rebel attacks on shipping in the Red Sea have an uncertain impact on the supply and demand for tankers.
Furthermore, the war between Israel and Hamas and the Houthi rebel attacks on shipping in the Red Sea have an uncertain impact on the supply and demand for tankers.
Changes in the economic conditions of China, and changes in laws or policies adopted by its government or the implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving carbon neutrality), could affect vessels that are either chartered to Chinese customers or that call to Chinese ports, vessels that undergo drydocking at Chinese shipyards and Chinese financial institutions that are generally active in ship financing, and could have a material adverse effect on our business, operating results, cash flows and financial condition. 6 Table of Contents Furthermore, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand.
Changes in the economic conditions of China, and changes in laws or policies adopted by its government or the implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving carbon neutrality), could affect vessels that are either chartered to Chinese customers or that call to Chinese ports, vessels that undergo dry-docking at Chinese shipyards and Chinese financial institutions that are generally active in ship financing, and could have a material adverse effect on our business, operating results, cash flows and financial condition. 6 Table of Contents Furthermore, governments have and may continue to turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand.
If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, and as a result we could sustain significant losses which could have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our current or future loans or current leaseback obligations.
If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessel at lower charter rates, and as a result we could sustain significant losses which could have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our current or future loans or current leaseback obligations.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas, Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities.
Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and between Israel and Hamas and Hezbollah, Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea and the U.S. and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as Brexit or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities.
We could lose our vessels if we default on our financing facilities, which would negatively affect our revenues, results of operations and financial condition. Servicing current and future debt (including SLBs) will limit funds available for other purposes and could impair our ability to react to changes in our business.
We could lose our vessels if we default on our financing facilities, which would negatively affect our revenues, results of operations and financial condition. Servicing current and future debt will limit funds available for other purposes and could impair our ability to react to changes in our business.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets. Due to concern over the risk of climate change, a number of countries and the International Maritime Organization (“IMO”) have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets. Due to concern over the risk of climate change, a number of countries and the International Maritime Organization, or IMO, have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions.
If our current or future lenders choose to accelerate our indebtedness and foreclose their liens, or if the owners of our leased vessels choose to repossess vessels in our fleet as a result of a default under the SLBs, our ability to continue to conduct our business would be impaired.
If our current or future lenders choose to accelerate our indebtedness and foreclose their liens, or if the owners of our sold and leased back vessels choose to repossess vessels in our fleet as a result of a default under the SLBs, our ability to continue to conduct our business would be impaired.
The world economy continues to face a number of challenges, including the war between Ukraine and Russia and between Israel and Hamas, tensions in and around the Red Sea or Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflict in the Middle East, the South China Sea region, and other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the recent Silicon Valley Bank, Signature Bank, and First Republic Bank failures.
The world economy continues to face a number of challenges, including the war between Ukraine and Russia and between Israel and Hamas, tensions between Israel and Iran, tensions in and around the Red Sea and Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflict in the Middle East, the South China Sea region, and other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, and epidemics or pandemics, and banking crises or failures, such as the recent Silicon Valley Bank, Signature Bank, and First Republic Bank failures.
The price of our common shares may be volatile and may fluctuate due to factors such as: • actual or anticipated fluctuations in our results and those of other public companies in our industry; • mergers and strategic alliances in the shipping industry; • market conditions in the shipping industry and the general state of the securities markets; 26 Table of Contents • changes in government regulation; • shortfalls in our operating results from levels forecast by securities analysts; and • announcements concerning us or our competitors.
The price of our common shares may be volatile and may fluctuate due to factors such as: • actual or anticipated fluctuations in our results and those of other public companies in our industry; • mergers and strategic alliances in the shipping industry; • market conditions in the shipping industry and the general state of the securities markets; • changes in government regulation; • shortfalls in our operating results from levels forecast by securities analysts; and • announcements concerning us or our competitors.
Our By-laws provide that, unless the Company consents in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Corporation, including any such action arising under the Exchange Act or the Securities Act (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands, or (iv) any action asserting a claim governed by the internal affairs doctrine.
Our By-laws provide that, unless we consent in writing to the selection of an alternative forum, the High Court of the Republic of Marshall Islands shall be the sole and exclusive forum for (i) any shareholders’ derivative action or proceeding brought on behalf of the Corporation, including any such action arising under the Exchange Act or the Securities Act (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Business Corporations Act of the Republic of the Marshall Islands, or (iv) any action asserting a claim governed by the internal affairs doctrine.
Due in part to the highly fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than us. 19 Table of Contents We maintain cash with a limited number of financial institutions, including financial institutions that may be located in Greece, which will subject us to credit risk.
Due in part to the highly fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than us. We maintain cash with a limited number of financial institutions, including financial institutions that may be located in Greece, which will subject us to credit risk.
See also “—Our financial results may be adversely affected by the outbreak epidemic and pandemic diseases, including COVID-19, and the related governmental responses thereto.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
See also “—Our financial results may be adversely affected by the outbreak epidemic and pandemic diseases and the related governmental responses thereto.” In addition, the continuing war between Ukraine and Russia, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia.
We do not currently maintain strike or off-hire insurance, which would cover the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking due to damage to the vessel from accidents except in cases of loss of hire up to a limited number of days due to war or a piracy event.
We do not currently maintain strike or off-hire insurance, which would cover the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled dry-docking due to damage to the vessel from accidents except in cases of loss of hire up to a limited number of days due to war or a piracy event.
Under these circumstances, we would caution you against investing in our common shares unless you are prepared to incur the risk of incurring substantial losses. A portion of our common shares may be traded by short sellers which may put pressure on the supply and demand for our common shares, creating further price volatility.
Under these circumstances, we would caution you against investing in our common shares unless you are prepared to incur the risk of incurring substantial losses. 26 Table of Contents A portion of our common shares may be traded by short sellers which may put pressure on the supply and demand for our common shares, creating further price volatility.
The insurers may not pay particular claims. Our insurance policies also contain deductibles for which we will be responsible as well as limitations and exclusions that may increase our costs or lower our revenue. We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.
The insurers may not pay particular claims. Our insurance policies also contain deductibles for which we will be responsible as well as limitations and exclusions that may increase our costs or lower our revenue. 22 Table of Contents We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.
On some occasions we were able to regain compliance within the grace period prescribed by Nasdaq pursuant to a reverse stock split. For example, on September 29, 2023, we effectuated a 12-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1) on October 16, 2023. For more information, please see “Item 4. Information on the Company—A.
On some occasions we were able to regain compliance within the grace period prescribed by Nasdaq pursuant to a reverse stock split. For example, on September 29, 2023, we effectuated a 12-to-1 reverse stock split in order to regain compliance with Nasdaq Listing Rule 5450(a)(1), which we obtained on October 16, 2023. For more information, please see “Item 4.
If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, and financial condition will be materially and adversely affected. Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.
If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, and financial condition will be materially and adversely affected. 21 Table of Contents Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.
Summary of Risk Factors ● The international tanker industry has historically been both cyclical and volatile. ● The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations, financial condition and cash flows. ● Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, such as COVID-19, and the related governmental responses thereto. ● The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to sell them following a decline in their market values or we may be required to write down their carrying value, which will adversely affect our earnings. 1 Table of Contents ● An over-supply of tanker capacity may lead to reductions in asset prices, charter hire rates and profitability. ● Volatility of SOFR could affect our profitability, earnings and cash flows. ● We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. ● Climate change and greenhouse gas restrictions may adversely impact our operations and markets. ● Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide. ● Our vessels may suffer damage due to the inherent operational risks of the tanker industry. ● We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports. ● If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary fines or adversely affect our business, reputation and the market for our common shares. ● Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business. ● Acts of piracy on ocean-going vessels could adversely affect our business. ● Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. ● We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations.
The occurrence of any of these risks could materially and adversely affect our business, financial condition or operating results and the trading price of our common shares. 1 Table of Contents Summary of Risk Factors ● The international tanker industry has historically been both cyclical and volatile. ● The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations, financial condition and cash flows. ● Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and the related governmental responses thereto. ● The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to sell them following a decline in their market values or we may be required to write down their carrying value, which will adversely affect our earnings. ● An over-supply of tanker capacity may lead to reductions in asset prices, charter hire rates and profitability. ● Volatility of SOFR could affect our profitability, earnings and cash flows. ● We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business. ● Climate change and greenhouse gas restrictions may adversely impact our operations and markets. ● Increasing growth of electric vehicles could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide. ● Our vessels may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected dry-docking costs, which may adversely affect our business and financial condition. ● We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports. ● If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities, it could lead to monetary fines or adversely affect our business, reputation and the market for our common shares. ● Political instability, terrorist or other attacks, war, international hostilities and public health threats can affect the tanker industry, which may adversely affect our business. ● Acts of piracy on ocean-going vessels could adversely affect our business. ● Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. ● We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations.
For example, it could: ● increase our vulnerability to general economic downturns and adverse competitive and industry conditions; ● require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; 16 Table of Contents ● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● place us at a competitive disadvantage compared to competitors that have less debt or better access to capital; ● limit our ability to raise additional financing on satisfactory terms or at all; and ● adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements.
For example, it could: ● increase our vulnerability to general economic downturns and adverse competitive and industry conditions; ● require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● place us at a competitive disadvantage compared to competitors that have less debt or better access to capital; ● limit our ability to raise additional financing on satisfactory terms or at all; and ● adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements. 17 Table of Contents Furthermore, our current or future interest expense will increase if interest rates increase.
Although concerns relating to the sovereign debt crisis have largely been allayed and Greece has emerged from its bailout programs, the stand-alone financial strength of the banks and the anticipated additional pressures stemming from the legacy of the country’s multi-year debt crisis and the COVID-19 pandemic continue to create uncertain economic prospects.
Although concerns relating to the sovereign debt crisis have largely been allayed and Greece has emerged from its bailout programs, the stand-alone financial strength of the banks and the anticipated additional pressures stemming from the legacy of the country’s multi-year debt crisis continue to create uncertain economic prospects.
The market price of our common shares is affected by a variety of factors, including: • fluctuations in interest rates; • fluctuations in the availability or the price of oil and chemicals; • fluctuations in foreign currency exchange rates; • announcements by us or our competitors; • changes in our relationships with customers or suppliers; • actual or anticipated fluctuations in our semi-annual and annual results and those of other public companies in our industry; • changes in United States or foreign tax laws; • international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the war in Ukraine. 25 Table of Contents • actual or anticipated fluctuations in our operating results from period to period; • shortfalls in our operating results from levels forecast by securities analysts; • market conditions in the shipping industry and the general state of the securities markets; • business interruptions caused by the outbreak of COVID-19 or the war in Ukraine; • mergers and strategic alliances in the shipping industry; • changes in government regulation; • a general or industry-specific decline in the demand for, and price of, shares of our common shares resulting from capital market conditions independent of our operating performance; • the loss of any of our key management personnel; • our failure to successfully implement our business plan; • issuance of shares; and • stock splits / reverse stock splits.
The market price of our common shares is affected by a variety of factors, including: • fluctuations in interest rates; • fluctuations in the availability or the price of oil and chemicals; • fluctuations in foreign currency exchange rates; • announcements by us or our competitors; • changes in our relationships with customers or suppliers; • actual or anticipated fluctuations in our semi-annual and annual results and those of other public companies in our industry; • changes in United States or foreign tax laws; • international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the war in Ukraine. • actual or anticipated fluctuations in our operating results from period to period; • shortfalls in our operating results from levels forecast by securities analysts; • market conditions in the shipping industry and the general state of the securities markets; • business interruptions caused by the outbreak of epidemic and pandemic disease or the war in Ukraine; • mergers and strategic alliances in the shipping industry; • changes in government regulation; • a general or industry-specific decline in the demand for, and price of, shares of our common shares resulting from capital market conditions independent of our operating performance; • the loss of any of our key management personnel; • our failure to successfully implement our business plan; • issuance of shares; and • stock splits / reverse stock splits.
If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business. There is no guarantee of a continuing public market for you to resell our common shares. Our common shares currently trade on the Nasdaq Capital Market.
If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business. There is no guarantee of a continuing public market for you to resell our common shares. Our common shares currently trade on the NYSE.
More recently, the war between Israel and Hamas has resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea and Gulf of Aden. Such circumstances have had and could in the future result in adverse consequences for the tanker industry.
Additionally, the war between Israel and Hamas has resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea and Gulf of Aden. Such circumstances have had and could in the future result in adverse consequences for the tanker industry.
In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own. Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings. A government could requisition for title or hire our vessels.
In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels or yachts for liabilities of any other vessel or yacht that we own. Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings. A government could requisition our vessels for title or hire.
For vessels transiting the region, war risk premium has increased substantially, and should these attacks continue, we could similarly experience a significant increase in our insurance costs and we may not be adequately insured to cover losses from these incidents, however since currently all our vessels are on time charter these increased war premiums if any will be paid by our charterers.
For vessels transiting the region, war risk premia have increased substantially, and should these attacks continue, we could similarly experience a significant increase in our insurance costs and we may not be adequately insured to cover losses from these incidents, however since currently all our vessels are on time charter these increased war premiums if any will be paid by our charterers.
The factors that influence the supply of tanker capacity include: ● the number of newbuilding deliveries; ● current and expected newbuilding orders for vessels; ● the scrapping rate of older vessels; ● the availability of financing for new or secondhand tankers; ● the price of steel; ● speed of vessel operation; ● vessel freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of vessels; ● the price of steel and vessel equipment; ● technological advances in the design, capacity, propulsion technology, and fuel consumption efficiency of vessels ; ● potential conversion of vessels for alternative use; ● changes in environmental and other regulations that may limit the useful lives of vessels; ● port or canal congestion; ● national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; ● environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO2 emissions; ● the number of vessels that are out of service at a given time, namely those that are laid-up, drydocked, awaiting repairs or otherwise not available for hire, including those that are in drydock for the purpose of installing exhaust gas cleaning systems, known as scrubbers; and 5 Table of Contents ● changes in global petroleum and chemical production.
The factors that influence the supply of tanker capacity include: ● the number of newbuilding deliveries; ● current and expected newbuilding orders for vessels; ● the scrapping rate of older vessels; ● the availability of financing for new or secondhand tankers; ● the price of steel; ● speed of vessel operation; ● vessel freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of vessels; ● the price of steel and vessel equipment; ● technological advances in the design, capacity, propulsion technology, and fuel consumption efficiency of vessels ; ● potential conversion of vessels for alternative use; ● changes in environmental and other regulations that may limit the useful lives of vessels; ● port or canal congestion; ● national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; ● environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO₂ emissions; ● the number of vessels that are out of service at a given time, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire, including those that are in dry-dock for the purpose of installing exhaust gas cleaning systems, known as scrubbers; and ● changes in global petroleum and chemical production.
Credit markets in the United States and Europe have in the past experienced significant contraction, deleveraging and reduced liquidity, and there is a risk that the U.S. federal government and state governments and European authorities may continue to implement a broad variety of governmental action and/or introduce new financial market regulations.
Credit markets in the United States and Europe have in the past experienced significant contraction, deleveraging and reduced liquidity, and there is a risk that the U.S. federal government and state governments and European authorities may continue to implement a broad variety of governmental action and/or introduce new financial market regulations which may result in such conditions.
Furthermore, the intensity and duration of the recently declared war between Israel and Hamas is difficult to predict and its impact on the world economy and our industry is uncertain.
Furthermore, the intensity and duration of the war between Israel and Hamas is difficult to predict and its impact on the world economy and our industry is uncertain.
Any event of default under a loan agreement pursuant to which we have granted security could permit the relevant lender to exercise its rights as a secured lender and take the relevant collateral, which may include our vessels.
Any event of default under a financing agreement pursuant to which we have granted security could permit the relevant financier to exercise its rights as a secured lender and take the relevant collateral, which may include our vessels.
Such events may contribute to further economic instability in the global financial markets and international commerce, and could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. 13 Table of Contents The war between Russia and Ukraine may lead to further regional and international conflicts or armed action.
Such events may contribute to further economic instability in the global financial markets and international commerce, and could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. The war between Russia and Ukraine may lead to further regional and international conflicts or armed action.
However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our Bylaws to be inapplicable or unenforceable in such action.
Memorandum and Articles of Association.” However, the enforceability of similar forum selection provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in our Bylaws to be inapplicable or unenforceable in such action.
Their interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interest, which may adversely impact our revenues, results of operations and financial condition.
Our lenders’ and other financing counterparties’ interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interest, which may adversely impact our revenues, results of operations and financial condition.
If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected and we may not be able to comply with the financial covenants in our loan agreements.
If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contract terms, our revenues and profitability could be adversely affected and we may not be able to comply with the financial covenants in our financing arrangements.
Factors that influence demand for tanker vessel capacity include: ● supply and demand for oil, petroleum products and chemicals carried; ● changes in oil production and refining capacity resulting in shifts in trade flows for oil products; ● oil prices; ● the distance oil, petroleum products and chemicals are to be moved by sea; ● any restrictions on crude oil production imposed by the OPEC and non-OPEC oil producing countries ; ● global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts and work stoppages; ● increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; 4 Table of Contents ● worldwide and regional availability of refining capacity and inventories ; ● environmental and other legal and regulatory developments; ● economic slowdowns caused by public health events such as the COVID-19 pandemic and its variants and efforts throughout the world to contain their spread, or inflationary pressures and resultant governmental responses; ● currency exchange rates; ● weather, natural disasters and other acts of God; ● increased use of renewable and alternative sources of energy ; ● competition from alternative sources of energy, other shipping companies and other modes of transportation; and ● international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the war in Ukraine, the war between Israel and Hamas or the Houthi crisis in and around the Red Sea.
Factors that influence demand for tanker vessel capacity include: ● supply and demand for oil, petroleum products and chemicals carried; ● changes in oil production and refining capacity resulting in shifts in trade flows for oil products; ● oil prices; ● the distance oil, petroleum products and chemicals are to be moved by sea; ● any restrictions on crude oil production imposed by the OPEC and non-OPEC oil producing countries ; ● global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts and work stoppages; ● increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets; ● worldwide and regional availability of refining capacity and inventories ; 4 Table of Contents ● environmental and other legal and regulatory developments; ● economic slowdowns caused by public health events or inflationary pressures and resultant governmental responses; ● currency exchange rates; ● weather, natural disasters and other acts of God; ● increased use of renewable and alternative sources of energy ; ● competition from alternative sources of energy, other shipping companies and other modes of transportation; and ● international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or other conflicts, including the wars between Russia and Ukraine and between Israel and Hamas or the Houthi crisis in and around the Red Sea.
Our financing facilities in the form of the bareboat charters in connection with the sale and leaseback agreements (“SLBs”) of our fleet contain, and any future financing facilities we may enter into are expected to contain, customary covenants, events of default and termination event clauses, including cross-default provisions and restrictive covenants and performance requirements that may affect our operational and financial flexibility.
Our financing arrangements in the form of the bareboat charters in connection with the sale and leaseback agreements, or SLBs, of our fleet contain, and any future financing arrangements we may enter into are expected to contain, customary covenants, events of default and termination event clauses, including cross-default provisions and restrictive covenants and performance requirements that may affect our operational and financial flexibility.
We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable. Our Bylaws include a forum selection provision as described under the section herein entitled “Item 10. Additional Information—B. Memorandum and Articles of Association”.
We may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable. Our Bylaws include a forum selection provision as described under the section herein entitled “Item 10. Additional Information—B.
Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic of diseases, such as the outbreak of COVID-19, may affect our ability to comply with these covenants.
Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic diseases may affect our ability to comply with these covenants.
See “Taxation—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders as a result of our status as a PFIC. We may be subject to U.S. federal income tax on our U.S. source income, which would reduce our earnings.
See “Taxation—U.S. Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC. We may be subject to U.S. federal income tax on our U.S. source income, which would reduce our earnings. Under the U.S.
Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations. 24 Table of Contents Our U.S. shareholders may face adverse U.S. federal income tax consequences and certain information reporting obligations as a result of us being treated as a PFIC.
Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations. Our U.S. shareholders may face adverse U.S. federal income tax consequences and certain information reporting obligations if we were treated as a PFIC.
We believe that we were not a PFIC for our 2014 through 2023 taxable years and do not expect to be treated as a PFIC in subsequent taxable years. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income.
We believe that we were not a PFIC for our 2024 taxable year and do not expect to be treated as a PFIC in subsequent taxable years. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income.
The Baltic Dirty Tanker Index, or the BDTI, a U.S. dollar daily average of charter rates issued by the Baltic Exchange that takes into account input from brokers around the world regarding crude oil fixtures for various routes and oil tanker vessel sizes, has been volatile. In 2023, the BDTI reached a high of 1,642 and a low of 713.
The Baltic Dirty Tanker Index, or the BDTI, a U.S. dollar daily average of charter rates issued by the Baltic Exchange that takes into account input from brokers around the world regarding crude oil fixtures for various routes and oil tanker vessel sizes, has been volatile. In 2024, the BDTI reached a high of 1,552 and a low of 860.
Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, diseases (such as the outbreak of COVID-19), quarantine and other circumstances or events.
Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, epidemic and pandemic diseases, quarantine and other circumstances or events.
IEA forecasts are for electric vehicles (“EVs”) to grow from 17 million in 2021 to 240 million by 2030, which the IEA forecasts would reduce worldwide demand for oil products by 5 million barrels per day in 2030. IEA estimates that EV operations in 2019 avoided the consumption of almost 0.7 million barrels per day of oil products.
IEA forecasts are for electric vehicles (“EVs”) to grow from 40 million in 2023 to 240 million by 2030, which the IEA forecasts would reduce worldwide demand for oil products by 6 million barrels per day in 2030. IEA estimates that EV operations in 2019 avoided the consumption of almost 0.7 million barrels per day of oil products.
Recent heightened volatility in charter prices has resulted primarily from the war in Ukraine and sanctions on Russian exports of crude oil and petroleum products, and there is great uncertainty about the future impact of those events.
Recent heightened volatility in charter prices has resulted primarily from the war between Russia and Ukraine and sanctions on Russian exports of crude oil and petroleum products, and there remains uncertainty about the future impact of those events.
China’s GDP growth rate for the year ended December 31, 2022, was approximately 3.0%, one of its lowest rates in 50 years, thought to be mainly caused by the country’s zero-COVID policy and strict lockdowns.
China’s GDP growth rate for the year ended December 31, 2022, was approximately 3.0%, one of its lowest rates in 50 years, thought to be mainly caused by the country’s zero-COVID policy and strict lockdowns. For the year ended December 31, 2024, China reported that its GDP growth rate recovered to 5.0%.
Moreover, from time to time, we may establish and publicly announce goals and commitments in respect of certain ESG items.
Moreover, from time to time, we may incur additional costs, establish and publicly announce goals and commitments in respect of certain ESG items.
Pistiolis on February 14, 2024, the Lax Trust may be deemed to beneficially own 95.6 % of our total voting power, and the Lax Trust together with the 3 Sororibus Trust and Mr.
Pistiolis , the Lax Trust may be deemed to beneficially own 95.6% of our total voting power, and the Lax Trust together with the 3 Sororibus Trust and Mr.
The arrest or attachment of one or more of our vessels or vessels we acquire could result in a significant loss of earnings for the related off-hire period.
The arrest or attachment of one or more of our vessels or yachts or vessels or yachts we may acquire could result in a significant loss of earnings for the related, if applicable, off-hire period.
Market conditions have been volatile in recent years and continued volatility may reduce demand for transportation of oil, petroleum products and chemicals over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.
Market conditions have been volatile in recent years and continued volatility may reduce demand for transportation of oil, petroleum products and chemicals over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations. 5 Table of Contents The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations, financial condition and cash flows.
Accordingly, no assurance can be given that the United States Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC.
Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC.
Pistiolis on February 14, 2024. Based on the Lax Trust’s beneficial ownership of 100% of our Series D Preferred Shares as of the date of this annual report, and the reported beneficial ownership of common shares by 3 Sororibus Trust and Mr.
Based on the Lax Trust’s beneficial ownership of 100% of our Series D Preferred Shares as of the date of this annual report, and the beneficial ownership of common shares by 3 Sororibus Trust and Mr.
We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures and other purposes. As of December 31, 2023, we had a total indebtedness of $ 246.2 million, excluding unamortized finance fees and debt discounts.
We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures and other purposes. As of December 31, 2024, we had a total indebtedness of $265.2 million, excluding deferred finance fees.
Holders—Passive Foreign Investment Company Status and Significant Tax Consequences”), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the common shares.
Holders—The QEF Election”), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the common shares.
A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to make cash distributions.
A growth in EVs worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to make cash distributions.
Our future growth will primarily depend on our ability to: ● generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt service); ● raise equity and obtain required financing for our existing and new operations; 18 Table of Contents ● locate and acquire suitable vessels; ● identify and consummate acquisitions or joint ventures; ● integrate any acquired business successfully with our existing operations; ● our manager’s ability to hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; ● enhance our customer base; and ● manage expansion.
Our future growth will primarily depend on our ability to: ● generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt service); ● raise equity and obtain required financing for our existing and new operations; ● identify opportunities in the tanker sector and other seaborne transportation sectors or related sectors; ● locate and acquire suitable vessels; ● identify and consummate acquisitions or joint ventures; ● integrate any acquired business successfully with our existing operations; ● our manager’s ability to hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; ● enhance our customer base; and ● manage expansion.
We have received in the past, and most recently on April 21, 2023 we received a written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules.
For example, during the period that our common shares traded on Nasdaq, most recently on April 21, 2023, we received written notification from Nasdaq indicating that because the closing bid price of our common shares for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement under Nasdaq rules.
The impact of the sanctions on Russian exports of crude oil and petroleum products is uncertain and has generated increased volatility in the supply of tankers available for worldwide trade.
The impact of the sanction on Russian exports of crude oil and petroleum products is uncertain and has generated increased volatility in the supply of tankers available for world side trade.
An increase in SOFR, including as a result of the interest rate increases effected by the United States Federal Reserve and the United States Federal Reserve’s recent hike of U.S. interest rates in response to rising inflation, would affect the amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends.
An increase in SOFR, including as a result of interest rate increases that could be effected by the United States Federal Reserve in response to rising inflation, would affect the amount of interest payable under our existing financing agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends.
The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI but for petroleum product fixtures, has similarly been volatile. In 2023, the BCTI reached a high of 1,250 and a low of 563 .
The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI but for petroleum product fixtures, has similarly been volatile. In 2024, the BCTI reached a high of 1,411 and a low of 460.
The IEA noted in its Global EV Outlook 2023 that total electric cars sold annually worldwide grew from about 120,000 in 2012 to more than 10 million in 2022, bringing the total number of electric cars to approximately 26 million, more than five times the number from 2018.
The IEA noted in its Global EV Outlook 2024 that total electric cars sold annually worldwide grew from about 120,000 in 2012 to more than 14 million in 2023, bringing the total number of electric cars to approximately 40 million, more than six times the number from 2018.
As our fleet ages, operating and other costs will increase. In the case of bareboat charters, operating costs are borne by the bareboat charterer. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers.
In the case of bareboat charters, operating costs are borne by the bareboat charterer. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers.
Nasdaq may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.
The NYSE may delist our common shares from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions. Our common shares are listed on the NYSE.
During 2023, 100 % of our revenues derived from four charterers, Clearlake Shipping Pte Ltd (“Clearlake”), Trafigura Maritime Logistics Pte Ltd (“Trafigura”), Central Tankers Chartering Inc (“Central Tankers Chartering”) and Cargill International SA (“Cargill”). Such agreements subject us to counterparty risks.
During 2024, 100% of our revenues derived from five charterers, Clearlake Shipping Pte Ltd (“Clearlake”), Trafigura Maritime Logistics Pte Ltd (“Trafigura”), Central Tankers Chartering Inc (“Central Tankers Chartering”), Weco Tankers A/S (“Weco Tankers”) and Cargill International SA (“Cargill”). Such agreements subject us to counterparty risks.
If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, and the resale value of our vessels could significantly decrease which may have a material adverse effect on our future performance, results of operations, cash flows and financial position. 23 Table of Contents The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, and the resale value of our vessels could significantly decrease which may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
Each Series D Preferred Share carries 1,000 votes. 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, may be deemed to beneficially own 2,930,718 of our common shares, and Mr. Pistiolis may be deemed to beneficially own 446,446 common shares based on a Schedule 13D/A filed by 3 Sororibus Trust and Mr.
Each Series D Preferred Share carries 1,000 votes. 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis, may be deemed to beneficially own 2,930,718 of our common shares, and Mr. Pistiolis may be deemed to beneficially own 440,711 common shares.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Pistiolis, for the sale of up to 7,560,759 newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Preferred Shares”), in exchange for (i) the assumption by Africanus Inc of an amount of $47.6 million of shipbuilding costs for its newbuilding vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar (Hull No. 3213) and M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of the Company’s remaining payment obligations relating to the VLCC Transaction, in an amount of up to $27.6 million.
Pistiolis, for the sale of up to 7,560,759 newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Preferred Shares”), in exchange for (i) the assumption by Africanus Inc of an amount of $47.6 million of shipbuilding costs for its newbuilding vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar (Hull No. 3213) and M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of our remaining payment obligations relating to the VLCC Transaction, in an amount of up to $27.6 million.
The October 2022 Warrants were immediately exercisable upon issuance at an exercise price of $81.00 per common share and will expire on June 7, 2027. The net proceeds of the exercise of the October 2022 Warrants to the Company, after deducting estimated expenses and fees, were approximately $4.5 million.
The October 2022 Warrants were immediately exercisable upon issuance at an exercise price of $81.00 per common share and will expire on June 7, 2027. The net proceeds of the exercise of the October 2022 Warrants, after deducting estimated expenses and fees, were approximately $4.5 million.
On December 14, 2023, we announced the launch of our share repurchase program (the “Program”), under which the Company could repurchase up to $4 million of its outstanding common shares, for a period of three months. No shares were repurchased under the Program, which expired on March 14, 2024.
On December 14, 2023, we announced the launch of our share repurchase program (the “Program”), under which we could repurchase up to $4 million of our outstanding common shares, for a period of three months. No shares were repurchased under the Program, which expired on March 14, 2024.
The daily rate of the extended period was agreed at $32,850. On September 29, 2023, we effected a 12-to-1 reverse stock split of our common shares, which was authorized at our annual meeting of shareholders held on September 5, 2022. There was no change in the number of our authorized common shares.
The daily rate of the extended period was agreed at $32,850. 33 Table of Contents On September 29, 2023, we effected a 12-to-1 reverse stock split of our common shares, which was authorized at our annual meeting of shareholders held on September 5, 2022. There was no change in the number of our authorized common shares.
In July 2022, pre-funded warrants were exercised to purchase 21,787 common shares, and in September 2022, pre-funded warrants were exercised to purchase 18,225 common shares. On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash.
In July 2022, pre-funded warrants were exercised to purchase 21,787 common shares, and in September 2022, pre-funded warrants were exercised to purchase 18,225 common shares. 32 Table of Contents On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash.
On April 15, 2022, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we would offer and sell, from time to time through Maxim Group LLC, up to $19,700,000 of our common shares, par value $0.01 per share. On October 6, 2022, we announced that we had terminated the Equity Distribution Agreement.
On April 15, 2022, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we would offer and sell, from time to time through Maxim Group LLC, up to $19.7 million of our common shares, par value $0.01 per share. On October 6, 2022, we announced that we had terminated the Equity Distribution Agreement.
On December 14, 2023, we consummated a SLB with AVIC in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco West Coast. For more information, see “
On December 14, 2023, we consummated an SLB with AVIC in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco West Coast. For more information, see “Item 18.
A total of $9 million was drawn down and subsequently repaid from proceeds from the sale of M/T Eco Los Angeles and the facility is now terminated. The maturity date of the loan was December 31, 2022.
A total of $9 million was drawn down and subsequently repaid from proceeds from the sale of M/T Eco Los Angeles and the facility was terminated on March 4, 2022. The maturity date of the loan was December 31, 2022.
Charterers also have the option to further extend the time charter until December 1, 2025 for M/T Eco Beverly Hills and December 10, 2025 for M/T Eco Bel Air (which option for the M/T Eco Bel Air was exercised on February 29, 2024). The daily rate for the entire period for both vessels is $24,000, including charterer optional periods.
Charterers also have the option to further extend the time charter until December 1, 2025 for M/T Eco Beverly Hills and December 10, 2025 for M/T Eco Bel Air (which options have been exercised for both vessels). The daily rate for the entire period for both vessels is $24,000, including charterer optional periods.
Our common shares are currently listed on Nasdaq under the symbol “TOPS.” The current address of our principal executive office is 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece. The telephone number of our registered office is +30 210 812 8107.
Our common shares are currently listed on the NYSE under the symbol “TOPS.” The current address of our principal executive office is 20 Iouliou Kaisara Str 19002, Paiania, Athens, Greece. The telephone number of our registered office is +30 210 812 8107.
On March 2, 2022, we took delivery of the vessel M/T Legio X Equestris from the Hyundai Heavy Industries shipyard in South Korea. 33 Table of Contents On March 2, 2022 we entered into a sale and leaseback with AVIC International Leasing Co., Ltd (“AVIC”), for our newbuilding vessel Eco Oceano CA (Hull No. 871) for total proceeds of $48.2 million.
On March 2, 2022 we entered into a sale and leaseback with AVIC International Leasing Co., Ltd (“AVIC”), for our newbuilding vessel Eco Oceano CA (Hull No. 871) for total proceeds of $48.2 million. Consummation of the sale and leaseback took place on March 4, 2022.
On December 7, 2022, we entered into a time charter agreement with WECO Tankers A/S for the M/T Marina Del Rey for a firm period of three years at a daily rate of $20,500 and an optional year at a daily rate of $22,500 at the charterer’s option. 34 Table of Contents On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash.
On December 7, 2022, we entered into a time charter agreement with Weco Tankers for the M/T Marina Del Rey for a firm period of three years at a daily rate of $20,500 and an optional year at a daily rate of $22,500 at the charterer’s option.
On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc, owned by 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr.
The principal terms of the loan included an arrangement fee of 2%, interest of 12% per annum and a commitment fee of 1.00% on the undrawn part of the facility. 31 Table of Contents On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc, owned by 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of Mr.
According to the amendment, the firm period of the time charter employment is increased from five years to 15 years and the daily rate is reduced from $32,450 to $24,500.
According to the amendment, the firm period of the time charter employment is increased from five years to 15 years and the daily rate is reduced from $32,450 to $24,500. On March 2, 2022, we took delivery of the vessel M/T Legio X Equestris from the Hyundai Heavy Industries shipyard in South Korea.
The SEC maintains a website that contains reports, proxy and information statements, and other information that we file electronically at http://www.sec.gov. Our website is https://www.topships.org.
The SEC maintains a website that contains reports, proxy and information statements, and other information that we file electronically at http://www.sec.gov. Our website is https://www.topships.org. The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report.
Removed
The information contained on, or that can be accessed through, these websites is not incorporated by reference herein and does not form part of this annual report. 31 Table of Contents On January 8, 2021, we announced the sale of the three shipowning companies that owned M/T Eco Van Nuys (Hull No 2789), M/T Eco Santa Monica (Hull No 2790) and M/T Eco Venice Beach (Hull No 2791) to a related party affiliated with Mr.
Added
On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash.
Removed
Evangelos J. Pistiolis in exchange for: ● $10.0 million in cash. ● 100% ownership in a Marshall Islands company that was a party to a shipbuilding contract for a high specification scrubber fitted Suezmax Tanker (to be named M/T Eco Oceano CA) delivered from Hyundai Samho shipyard in March 2022.
Added
Financial Statements—Note 7—Debt.” On December 20, 2023, we consummated an SLB with China Huarong Shipping Financial Leasing Co Ltd. in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco Malibu. For more information, see “Item 18.
Removed
The shipowning company was party to a time charter, starting from the vessel’s delivery, with Central Tankers Chartering, a company affiliated with Mr. Evangelos J.
Added
Financial Statements—Note 7—Debt.” On January 16 and January 23, 2024, we exercised our purchase options under the CMBFL SLB and took full ownership of M/Ts Julius Caesar and Legio X Equestris for $48.6 million and $49.3 million respectively.
Removed
Pistiolis, for a firm duration of five years at a gross daily rate of $32,450, with a charterer’s option to extend for two additional years at $33,950 and $35,450. ● 35% ownership in one Marshall Islands company that was a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker (to be named M/T Julius Caesar) delivered from Hyundai Heavy Industries shipyard in January 2022.
Added
Following the purchase of the vessels that was funded with cash and a short-term revolving bridge loan from HSBC (the “HSBC Bridge”), on January 18 and January 25, 2024 we concluded SLBs (the “New CMBFL SLBs”) for the financing of M/Ts Julius Caesar and Legio X Equestris respectively from the same institution (CMBFL).
Removed
The shipowning company was party to a time charter, starting from the vessel’s delivery, with Trafigura, for a firm duration of three years at a gross daily rate of $36,000, with a charterer’s option to extend for two additional years at $39,000 and $41,500. ● 35% ownership in one Marshall Islands company that was a party to a shipbuilding contract for a high specification scrubber fitted VLCC tanker (to be named M/T Legio X Equestris) delivered from Hyundai Heavy Industries shipyard in March 2022.
Added
The consideration from the New CMBFL SLBs amounted to $125 million ($62.5 million per vessel). For more information, see “Item 18. Financial Statements—Note 7—Debt.” On February 6, 2024, we redeemed 3,659,627 of our Series F Preferred Shares (representing all of our outstanding Series F Preferred Shares) for an aggregate amount of approximately $43.9 million, payable in cash.
Removed
The shipowning company was party to a time charter, starting from the vessel’s delivery, with Trafigura, for a firm duration of three years at a gross daily rate of $35,750, with a charterer’s option to extend for two additional years at $39,000 and $41,500. ● A forgiveness of $1.2 million in payables to the buyer.
Added
Following completion of this redemption, as of the date hereof, no Series F Preferred Shares remain outstanding. On April 24, 2024, we transferred transfer the listing of our common shares from Nasdaq to the NYSE. On May 1, 2024, we consummated an SLB with CMBFL, for our vessel M/T Eco Marina Del Rey.
Removed
The buyer would remain the guarantor on the shipbuilding contracts towards the shipyard and in addition, the buyer provided us with an option for a credit line up to 10% of the total shipbuilding cost at market terms, to be negotiated when such option was to be exercised, amounting to $23.8 million.
Added
Following the sale, we have bareboat chartered back the vessel for a period of seven years. For more information, see “Item 18.
Removed
On March 18, 2021, we entered into a credit facility with ABN Amro for $36.8 million for the financing of the vessel M/T Eco West Coast (see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources— Debt Facilities — Prepayments of senior secured loans— ABN Facility”) .
Added
Financial Statements—Note 7—Debt.” On May 24, 2024, we entered into an Equity Distribution Agreement with Maxim Group LLC, as sales agent, under which we may offer and sell, from time to time through Maxim Group LLC, up to $5.8 million of our common shares, par value $0.01 per share.
Removed
The facility bore interest at LIBOR plus a margin of 2.50%. From June 23, 2023, ABN Amro switched the facility’s variable rate from LIBOR to Compounded SOFR. On December 14, 2023, this facility was fully prepaid using part of the proceeds from the 3 rd AVIC SLB (see “Item 5. Operating and Financial Review and Prospects—B.
Added
As of the date of this report, we have sold no common shares under the Equity Distribution Agreement.
Removed
Liquidity and Capital Resources— Debt Facilities — Financings Committed under Sale and Leaseback Agreements—3 rd AVIC Sale and Leaseback”). On March 26, 2021, we took delivery of the vessel M/T Eco West Coast from the Hyundai Heavy Industries shipyard in South Korea.
Added
On July 12, 2024, we entered into a share purchase agreement, or the Para Bellvm SPA, for the purchase of the shares of the ship owning company that owns 100% of the motor yacht, or M/Y, Para Bellvm for a consideration of $20.0 million, or the Parabellvm Consideration, with an affiliate of Mr. Evangelos J.
Removed
On May 6, 2021, we entered into a senior debt facility with Alpha Bank of $38 million for the financing of the vessel M/T Eco Malibu (see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources— Debt Facilities — Prepayments of senior secured loans—Alpha Bank Facility”) .
Added
Pistiolis that was delivered to us on April 11, 2025.
Removed
The facility bore interest at LIBOR plus a margin of 3.00%. From June 9, 2023, Alpha Bank switched the facility’s variable rate from LIBOR to Term SOFR. On December 21, 2023, this facility was fully prepaid through part of the proceeds from the Huarong SLB (see “Item 5. Operating and Financial Review and Prospects—B.
Added
On April 11, 2025, or the Closing Date, we entered into a share purchase agreement, or the New Yacht SPA, for the purchase of 100% of the ship owning company that will own the newbuilding mega yacht M/Y Sanlorenzo "1150Exp", with expected delivery in the second quarter of 2027, or the Newbuilding Yacht, for a consideration of $27.0 million, or the New Yacht Consideration.
Removed
Liquidity and Capital Resources— Debt Facilities — Financings Committed under Sale and Leaseback Agreements—Huarong Sale and Leaseback”). On May 11, 2021, we took delivery of the vessel M/T Eco Malibu from the Hyundai Heavy Industries shipyard in South Korea.
Added
On the Closing Date, we settled $9.3 million of the New Yacht Consideration by netting of the New Yacht LOI Advance (as defined below) and paying $5.3 million to Mr. Evangelos J. Pistiolis. The remaining amount of the New Yacht Consideration is payable using any cash surplus and in any event by December 31, 2026. See “Item 7.
Removed
On September 1, 2021, we sold the M/T Nord Valiant to unaffiliated third parties for gross proceeds of $26.4 million, part of which were used to fully prepay the respective loan for which the vessel was collateral. 32 Table of Contents On September 8, 2021, we purchased from a company affiliated with Mr. Evangelos J.
Added
Major shareholders and related party transactions — B.
Removed
Pistiolis (the “Seller”) for a consideration of $29.8 million an additional 65% ownership interest in each of Julius Caesar Inc. and Legio X Inc. (the “VLCC Companies”), each a party to shipbuilding contracts for VLCC Julius Caesar (Hull No. 3213) and VLCC Legio X Equestris (Hull No. 3214), respectively.
Added
Related Party Transactions.” On October 9, 2024 and January 23, 2025, our board of directors granted to our Chief Executive Officer a bonus of $4.0 and $2.0 million respectively, as incentive compensation for the year ended December 31, 2024, of which $4.0 million were settled in October 2024 and $2.0 million were settled in January 2025. 34 Table of Contents B.
Removed
Following this transaction (the “VLCC Transaction”), we became 100% owner of the VLCC Companies.
Added
Business Overview We are an international owner and operator of modern, fuel efficient eco tanker vessels focusing on the transportation of crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. Our operating fleet has a total capacity of 1,435,000 deadweight tons (“dwt”).
Removed
The Seller remained the guarantor on the shipbuilding contracts towards the shipyard and in addition the Seller provided a financing option to the Company by remaining responsible to the shipyard for up to 20% of the shipbuilding cost per vessel (increased from 10%, as previously agreed on January 6, 2021), at our option, exercisable until each vessel’s delivery date.
Added
As of the date of this annual report, our operating fleet consists of one 50,000 dwt product/chemical tanker, Marina Del Rey, five 157,000 dwt Suezmax tankers, the M/T Eco Bel Air, M/T Eco Beverly Hills, M/T Oceano CA, M/T Eco Malibu and M/T Eco West Coast, two 300,000 dwt VLCCs, M/T Julius Caesar and M/T Legio X Equestris, and we also own 50% interest in two 50,000 dwt product tankers, M/T Eco Yosemite Park and M/T Joshua Park.
Removed
On September 8, 2021 we issued 2,188 Series E Shares to Family Trading, as partial settlement of $2.2 million of the consideration outstanding from the VLCC Transaction. On November 23, 2021, we entered into a credit facility with China Merchants Bank Financial Leasing Co. Ltd.
Added
All of our tanker vessels are IMO-certified and are capable of carrying a wide variety of oil products including chemical cargos which we believe make our vessels attractive to a wide base of charterers.
Removed
(“CMBFL”) for $108.0 million for the financing of the newbuilding vessels Julius Caesar (Hull No. 3213) and Legio X Equestris (Hull No. 3214).
Added
In addition, in April 2025 we took delivery of a megayacht that has a beam of 47 meters and a gross tonnage of 499 tons with 5 guest cabins and is able to accommodate 11 guests and 10 crew and have also acquired 100% of a company that owns a newbuilding contract for a megayacht due for delivery in 2027.
Removed
We drew down $54.0 million from the facility in January 2022 for the financing of the delivery of the M/T Julius Caesar and another $54.0 in March 2022 for the financing of the delivery of the M/T Legio X Equestris.
Added
The newbuilding megayacht has a beam of 60 meters and a gross tonnage of 1,150 tons with 6 guest cabins and is able to accommodate 12 guests and 15 crew. For more information, please see “Item 4. Information on the Company—A.
Removed
For each of the vessels the credit facility is repayable in 32 consecutive quarterly installments of $0.7 million and a balloon payment of $32.4 million payable together with the last installment. The credit facility bears interest at SOFR plus a margin of 2.60%.
Added
History and Development of the Company.” We intend to continue to review the market in order to identify potential acquisition targets in line with our strategy. We believe we have established a reputation in the international ocean transport industry for operating and maintaining vessels with high standards of performance, reliability and safety.
Removed
On November 24, 2021, we agreed to sell the M/T Eco Los Angeles and M/T Eco City of Angels to unaffiliated third parties for net proceeds after debt repayment of $18.6 million, with the closings taking place on February 28 and March 15, 2022 respectively.
Added
We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets of tankers and who have strong ties to a number of national, regional and international oil companies, charterers and traders.
Removed
The principal terms of the loan included an arrangement fee of 2%, interest of 12% per annum and a commitment fee of 1.00% on the undrawn part of the facility.
Added
Our Tanker Fleet The following tables present our fleet of tanker vessels as of the date of this annual report: Operating MR Tanker Vessels on SLBs (treated as financings): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Marina Del Rey 50,000 WECO Tankers A/S May 2027 1 year $20,500 / $22,500 Operating Suezmax Vessels on SLBs (treated as operating leases): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Bel Air 157,000 Trafigura December 10, 2025 - $24,000 M/T Eco Beverly Hills 157,000 Trafigura December 1, 2025 - $24,000 Operating Suezmax Vessels on SLBs (treated as financings): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Oceano CA 157,000 Central Tankers Chartering March 2037 none $24,500 M/T Eco West Coast 157,000 Clearlake January 2027 1+1 years $32,850 / $34,750 / $36,750 M/T Eco Malibu 157,000 Clearlake March 2027 1+1 years $32,850 / $34,750 / $36,750 35 Table of Contents Operating VLCC Vessels on SLBs (treated as financings): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Julius Caesar 300,000 Trafigura January 2028 1+1 years $36,000 up to January 2025 and $41,500 afterwards / $44,000 / $46,000 M/T Legio X Equestris 300,000 Trafigura March 2028 1+1 years $35,750 up to March 2025 and $41,500 afterwards / $44,000 / $46,000 Operating Joint Venture MR Tanker fleet (50% owned): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Yosemite Park 50,000 Clearlake August 2031 1+1 years $19,500 / $18,650 / $19,900 M/T Eco Joshua Park 50,000 Clearlake August 2031 1+1 years $19,500 / $18,650 / $19,900 All the tankers in our operating fleet are equipped with engines of modern design with improved Specific Fuel Oil Consumption (SFOC) and in compliance with the latest emission requirements, fitted with energy saving improvements in the hull, propellers and rudder as well as equipment that further reduces fuel consumption and emissions certified with an improved Energy Efficiency Design Index (Phase 2 compliance level as minimum).
Removed
Consummation of the sale and leaseback took place on March 4, 2022.
Added
Vessels with this combination of technologies, introduced from certain shipyards, are commonly referred to as eco vessels. We believe that recent advances in shipbuilding design and technology makes these latest generation vessels more fuel-efficient than older vessels in the global fleet that compete with our vessels for charters, providing us with a competitive advantage.
Added
Furthermore, all of our vessels are fitted with ballast water treatment equipment and exhaust gas cleaning systems (scrubbers). Management of our Fleet Our Fleet Manager provides all operational, technical and commercial management services for our fleet. Please see “Item 18.
Added
Financial Statements—Note 5—Transactions with Related Parties.” Officers, Crewing and Employees As of the date of this annual report we do not employ any shore-based employees. Our executive officers and a number of administrative employees are provided according to an agreement with Central Mare. Please see “Item 18.
Added
Financial Statements—Note 5—Transactions with Related Parties.” In addition, our Fleet Manager is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels.
Added
We believe the streamlining of crewing arrangements will ensure that all our vessels will be crewed with experienced seamen that have the qualifications and licenses required by international regulations and shipping conventions.
Added
The International Shipping Industry The seaborne transportation industry is a vital link in international trade, with ocean going vessels representing the most efficient and often the only method of transporting large volumes of basic commodities and finished products.
Added
Demand for tankers is dictated by world oil demand and trade, which is influenced by many factors, including international economic activity; geographic changes in oil production, processing, and consumption; oil price levels; inventory policies of the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India.
Added
Shipping demand, measured in ton-miles, is a product of (a) the amount of cargo transported in ocean going vessels, multiplied by (b) the distance over which this cargo is transported. The distance is the more variable element of the ton-mile demand equation and is determined by seaborne trading patterns, which are principally influenced by the locations of production and consumption.
Added
Seaborne trading patterns are also periodically influenced by geo-political events that divert vessels from normal trading patterns, as well as by inter-regional trading activity created by commodity supply and demand imbalances.
Added
Tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity as well as the long-term impact of oil prices on the location and related volume of oil production.
Added
Tonnage of oil shipped is also influenced by transportation alternatives (such as pipelines) and the output of refineries. 36 Table of Contents Demand for tankers and tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity, as well as the long-term impact of oil prices on the location and related volume of oil production.
Added
Global oil demand returned to limited growth in 2010 and has since been expanding at a modest pace, as a steady rise in Asia has outweighed decreasing demand in Europe and in the United States, with a notable exception for 2020 and 2021 in which years the COVID 19 epidemic dramatically reduced oil demand.
Added
According to the International Energy Agency, global oil demand increased to 102.6 million barrels/day in 2024, compared to 101.7 million barrels/day in 2023. We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.
Added
We will compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. We will arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions.
Added
We will compete primarily with owners of tankers in the MR Product Tanker, Suezmax and VLCC class sizes. Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners.
Added
Seasonality Historically, oil and oil products trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather.
Added
The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.
Added
This seasonality may affect operating results. However, to the extent that our vessels are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+157 added−242 removed0 unchanged
Following the purchase of the vessels that was funded with cash and a short-term revolving bridge loan from HSBC (the “HSBC Bridge”), on January 18 and January 25, 2024 we concluded SLBs (the “New CMBFL SLBs”) for the financing of M/Ts Julius Caesar and Legio X Equestris respectively from the same institution (CMBFL).
Following the purchase of the vessels that was funded with cash and the HSBC Bridge Loan, on January 18 and January 25, 2024 we concluded SLBs (the “New CMBFL SLBs”) for the financing of M/Ts Julius Caesar and Legio X Equestris respectively from the same institution (CMBFL).
Liquidity and Capital Resources— Debt Facilities — Financings Committed under Sale and Leaseback Agreements—Huarong Sale and Leaseback.” Recent Developments On January 16 and January 23, 2024, we exercised our purchase options under the CMBFL SLB and took full ownership of M/Ts Julius Caesar and Legio X Equestris for $48.6 million and $49.3 million respectively.
Financings Committed under Sale and Leaseback Agreements 1 st CMBFL Facility On January 16 and January 23, 2024, we exercised our purchase options under the CMBFL SLB and took full ownership of M/Ts Julius Caesar and Legio X Equestris for $48.6 million and $49.3 million, respectively.
The consideration from the New CMBFL SLBs amounted to $125 million ($62.5 million per vessel). For more information, see “Item 5. Operating and Financial Review and Prospects—B.
The consideration from the New CMBFL SLBs amounted to $125.0 million ($62.5 million per vessel) and the SLBs have similar customary covenants and event of default clauses as the SLBs that preceded them with CMBFL, as further described in “Item 18.
Removed
Item 5. Operating and Financial Review and Prospects—B.
Added
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following presentation of management’s discussion and analysis is intended to discuss our financial condition, changes in financial condition and results of operations, and should be read in conjunction with our historical consolidated financial statements and their notes included in this annual report.
Removed
Liquidity and Capital Resources— Debt Facilities — Financings Committed under Sale and Leaseback Agreements—3 rd AVIC Sale and Leaseback.” 35 Table of Contents On December 20, 2023, we consummated a SLB with China Huarong Shipping Financial Leasing Co Ltd. in the amount of $41.0 million, for the purpose of refinancing the indebtedness secured over the M/T Eco Malibu.
Added
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. Operating and Financial Review and Prospects – A.
Removed
For more information, see “Item 5. Operating and Financial Review and Prospects—B.
Added
Operating Results – Results of Operations for the Fiscal Years Ended December 31, 2022 and 2023” contained in our annual report on Form 20-F for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 29, 2024. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance.
Removed
Liquidity and Capital Resources—Debt Facilities—Financings Committed under Sale and Leaseback Agreements—Huarong Sale and Leaseback.” On February 6 , 2024, we redeemed 3,659,627 of our Series F Preferred Shares (representing all of our outstanding Series F Preferred Shares) for an aggregate amount of approximately $43.9 million, payable in cash.
Added
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in “Item 3. Key Information—Risk Factors” and elsewhere in this report. 48 Table of Contents A.
Removed
Following completion of this redemption, as of the date hereof, no Series F Preferred Shares remain outstanding. We are in advanced discussions to acquire an interest in a company that owns a 47-meter megayacht from an affiliate of our Chief Executive Officer. We anticipate that we will fund the acquisition, if completed, with cash on hand.
Added
Operating Results Factors Affecting our Results of Operations We believe that the important measures for analyzing trends in the results of our operations consist of the following: Calendar days . We define calendar days as the total number of days the vessels were in our possession for the relevant period.
Removed
We believe market conditions are favorable for investments in this sector and are evaluating additional similar investment opportunities. However, there can be no assurance that we will complete this acquisition or successfully identify any similar opportunities in the future. Any megayacht we acquire is expected to be employed on short-term charters.
Added
Calendar days are an indicator of the size of our fleet during the relevant period and affect both the amount of revenues and expenses that we record during that period. Available days.
Removed
We expect that management services, including commercial and technical management, for any yacht we acquire will be provided by CSI. B. Business Overview We are an international owner and operator of modern, fuel efficient eco tanker vessels focusing on the transportation of crude oil, petroleum products (clean and dirty) and bulk liquid chemicals.
Added
We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs, or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend positioning our vessels.
Removed
Our operating fleet has a total capacity of 1,435,000 deadweight tons (“dwt”).
Added
Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. Our calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of calculation. Operating days.
Removed
As of the date of this annual report, our operating fleet consists of one 50,000 dwt product/chemical tanker, Marina Del Rey, five 157,000 dwt Suezmax tankers, the M/T Eco Bel Air, M/T Eco Beverly Hills, M/T Oceano CA, M/T Eco Malibu and M/T Eco West Coast, two 300,000 dwt Very Large Crude Carriers (VLCCs), M/T Julius Caesar and M/T Legio X Equestris, and we also own 50% interest in two 50,000 dwt product tankers, M/T Eco Yosemite Park and M/T Joshua Park.
Added
We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenues.
Removed
All of our vessels are IMO-certified and are capable of carrying a wide variety of oil products including chemical cargos which we believe make our vessels attractive to a wide base of charterers. For more information, please see “Item 4. Information on the Company—A.
Added
Our calculation of Operating Days may not be comparable to that reported by other companies due to differences in methods of calculation. Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during that period.
Removed
History and Development of the Company—Recent Developments.” We intend to continue to review the market in order to identify potential acquisition targets in line with our strategy. We believe we have established a reputation in the international ocean transport industry for operating and maintaining vessels with high standards of performance, reliability and safety.
Added
The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning.
Removed
We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets of tankers and who have strong ties to a number of national, regional and international oil companies, charterers and traders. 36 Table of Contents Our Fleet The following tables present our fleet list as of the date of this annual report: Operating MR Tanker Vessels on SLBs (treated as financings): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Marina Del Rey 50,000 Cargill / WECO Tankers A/S May 2024 / May 2027 - / 1 year Cargill: $15,100 / WECO Tankers A/S: $20,500 / $22,500 Operating Suezmax Vessels on SLBs (treated as operating leases): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Bel Air 157,000 Trafigura December 10, 2025 - $24,000 M/T Eco Beverly Hills 157,000 Trafigura July 2024 16 months $24,000 / $24,000 Operating Suezmax Vessels on SLBs (treated as financings): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Oceano CA 157,000 Central Tankers Chartering March 2037 none $24,500 Operating Suezmax Vessels financed via senior loan facilities: Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco West Coast 157,000 Clearlake January 2027 1+1 years $32,850 / $34,750 / $36,750 M/T Eco Malibu 157,000 Clearlake March 2027 1+1 years $32,850 / $34,750 / $36,750 Operating VLCC Vessels on SLBs (treated as financings): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Julius Caesar 300,000 Trafigura January 2028 1+1 years $36,000 up to January 2025 and $41,500 afterwards / $44,000 / $46,000 M/T Legio X Equestris 300,000 Trafigura March 2028 1+1 years $35,750 up to March 2025 and $41,500 afterwards / $44,000 / $46,000 Operating Joint Venture MR Tanker fleet (50% owned): Name Deadweight Charterer End of firm period Charterer ’ s Optional Periods Gross Rate fixed period/ options M/T Eco Yosemite Park 50,000 Clearlake March 2025 5+1+1 years $17,400 / $18,650 / $19,900 M/T Eco Joshua Park 50,000 Clearlake March 2025 5+1+1 years $17,400 / $18,650 / $19,900 All the vessels in our fleet are equipped with engines of modern design with improved Specific Fuel Oil Consumption (SFOC) and in compliance with the latest emission requirements, fitted with energy saving improvements in the hull, propellers and rudder as well as equipment that further reduces fuel consumption and emissions certified with an improved Energy Efficiency Design Index (Phase 2 compliance level as minimum).
Added
We believe monitoring Fleet utilization assists management in making decisions regarding areas where we may be able to improve efficiency and increase revenue and as such provides useful information to investors regarding the efficiency of our operations. TCE Revenues / TCE Rates. We define TCE, or time charter equivalent, revenues as revenues minus voyage expenses.
Removed
Vessels with this combination of technologies, introduced from certain shipyards, are commonly referred to as eco vessels. We believe that recent advances in shipbuilding design and technology makes these latest generation vessels more fuel-efficient than older vessels in the global fleet that compete with our vessels for charters, providing us with a competitive advantage.
Added
Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as commissions.
Removed
Furthermore, all of our vessels are fitted with ballast water treatment equipment and exhaust gas cleaning systems (scrubbers). 37 Table of Contents Management of our Fleet Our Fleet Manager provides all operational, technical and commercial management services for our fleet. Please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties”.
Added
We believe that presenting revenues net of voyage expenses neutralizes the variability created by unique costs associated with particular voyages or the deployment of vessels on the spot market and facilitates comparisons between periods on a consistent basis. We calculate daily TCE rates by dividing TCE revenues by operating days for the relevant time period.
Removed
Officers, Crewing and Employees As of the date of this annual report we do not employ any shore-based employees. Our executive officers and a number of administrative employees are provided according to an agreement with Central Mare. Please see “Item 18. Financial Statements—Note 5—Transactions with Related Parties”.
Added
TCE revenues include demurrage revenue, which represents fees charged to charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo. Our calculation of TCE may not be similar to other method of calculation of other companies.
Removed
In addition, our Fleet Manager is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our vessels. We believe the streamlining of crewing arrangements will ensure that all our vessels will be crewed with experienced seamen that have the qualifications and licenses required by international regulations and shipping conventions.
Added
In the shipping industry, economic decisions are based on vessels’ deployment upon anticipated TCE rates, and industry analysts typically measure shipping freight rates in terms of TCE rates.
Removed
The International Shipping Industry The seaborne transportation industry is a vital link in international trade, with ocean going vessels representing the most efficient and often the only method of transporting large volumes of basic commodities and finished products.
Added
This is because under time-charter and bareboat contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost.
Removed
Demand for tankers is dictated by world oil demand and trade, which is influenced by many factors, including international economic activity; geographic changes in oil production, processing, and consumption; oil price levels; inventory policies of the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India.
Added
Consistent with industry practice, we use TCE rates because it provides a means of comparison between different types of vessel employment and, therefore, assists our decision-making process. In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance.
Removed
Shipping demand, measured in ton-miles, is a product of (a) the amount of cargo transported in ocean going vessels, multiplied by (b) the distance over which this cargo is transported. The distance is the more variable element of the ton-mile demand equation and is determined by seaborne trading patterns, which are principally influenced by the locations of production and consumption.
Added
In assessing the future performance of our fleet, the greatest uncertainty relates to future charter rates at the expiration of a vessel’s present period employment, whether under a time charter or a bareboat charter.
Removed
Seaborne trading patterns are also periodically influenced by geo-political events that divert vessels from normal trading patterns, as well as by inter-regional trading activity created by commodity supply and demand imbalances.
Added
Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates.
Removed
Tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity as well as the long-term impact of oil prices on the location and related volume of oil production. Tonnage of oil shipped is also influenced by transportation alternatives (such as pipelines) and the output of refineries.
Added
The following table sets forth our selected other operating data for the periods indicated. 2023 2024 FLEET DATA Total number of vessels at end of period (including leased vessels) 8 8 Average number of vessels (1) 8 8 Total calendar days for fleet 2,920 2,928 Total available days for fleet 2,920 2,886 Total operating days for fleet 2,920 2,885 Total time charter days for fleet 2,920 2,885 Fleet utilization 100.00 % 99.97 % 49 Table of Contents 2023 2024 AVERAGE DAILY RESULTS Time charter equivalent (2) $ 27,856 $ 29,157 Vessel operating expenses (3) $ 6,345 $ 6,518 General and administrative expenses (4) $ 2,293 $ 2,564 (1) Average number of vessels is the number of vessels that constituted our fleet (including chartered in vessels) for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
Removed
Demand for tankers and tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity, as well as the long-term impact of oil prices on the location and related volume of oil production.
Added
(2) Time charter equivalent rate, or TCE rate, is a measure of the average daily revenue performance of a vessel. Our definition of TCE may not be the same as reported by other companies in the shipping industry or other industries.
Removed
Global oil demand returned to limited growth in 2010 and has since been expanding at a modest pace, as a steady rise in Asia has outweighed decreasing demand in Europe and in the United States, with a notable exception for 2020 and 2021 in which years the COVID 19 epidemic dramatically reduced oil demand.
Added
Our method of calculating TCE rate is determined by dividing TCE revenues by operating days for the relevant time period. TCE revenues are revenues minus voyage expenses.
Removed
According to the International Energy Agency, global oil demand increased to 101.7 million barrels/day in 2023, compared to 100.8 million barrels/day for 2022. We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.
Added
Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, but are payable by us in the case of a voyage charter, as well as commissions. TCE revenues and TCE rate, non-U.S.
Removed
We will compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. We will arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions.
Added
GAAP measures, are standard shipping industry performance measures that provide additional supplemental information in conjunction with shipping revenues, the most directly comparable U.S. GAAP measure. We use TCE rates and TCE revenues to compare period-to-period changes in our performance and it assists investors and our management in evaluating our financial performance.
Removed
We will compete primarily with owners of tankers in the MR Product Tanker, Suezmax and VLCC class sizes.
Added
The following table reconciles our net revenues from vessel to TCE rate. (3) Operating expenses include crew wages and related costs, insurance, repairs and maintenance, spares and consumable stores, tonnage taxes and value added tax, or VAT, and other miscellaneous expenses.
Removed
Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners. 38 Table of Contents Seasonality Historically, oil and oil products trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the Northern Hemisphere rose in colder weather and fell in warmer weather.
Added
Daily vessel operating expenses are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. Our ability to control our fixed and variable expenses, including our daily vessel operating expenses, also affects our financial results.
Removed
The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.
Added
(4) Daily general and administrative expenses are calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.
Removed
This seasonality may affect operating results. However, to the extent that our vessels are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.
Added
U.S. dollars in thousands, except average daily time charter equivalent and total operating days 2023 2024 On a consolidated basis Total Revenues 82,949 86,127 Less: Voyage expenses (1,609 ) (2,008 ) Time charter equivalent revenues 81,340 84,119 Total operating days 2,920 2,885 Average Daily Time Charter Equivalent (TCE) $ 27,856 $ 29,157 EBITDA* U.S. dollars in thousands 2023 2024 EBITDA 43,058 41,399 *Non-US GAAP Measures This report describes Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which is not a measure prepared in accordance with U.S.
Removed
Risk of Loss and Liability Insurance General The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes.
Added
GAAP (i.e., a “Non-US GAAP” measure). We define EBITDA as earnings before interest, taxes, depreciation , and amortization. EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that this non-U.S.
Removed
In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.
Added
GAAP financial measure assists our management and investors by increasing the comparability of our performance from period to period.
Removed
OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry.
Added
This is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods.
Removed
However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.
Added
We believe that including EBITDA as a measure of operating performance benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength. EBITDA is not a measure of financial performance under U.S.
Removed
Hull and Machinery Insurance We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and freight, demurrage and defense insurance for our fleet.
Added
GAAP, does not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. EBITDA as presented below may not be comparable to similarly titled measures of other companies.
Removed
We generally do not maintain insurance against loss of hire (except for certain charters for which we consider it appropriate), which covers business interruptions that result in the loss of use of a vessel.
Added
See below for a reconciliation of EBITDA to Net Income, the most directly comparable U.S. GAAP measure. 50 Table of Contents Reconciliation of Net Income to EBITDA (Expressed in thousands of U.S.
Removed
Protection and Indemnity Insurance Protection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I Associations,” and covers our third-party liabilities in connection with our shipping activities.
Added
Dollars) 2023 2024 Net income 6,066 5,034 Add: Vessel depreciation 14,349 13,336 Add: Interest and finance costs 22,989 23,496 Less: Interest income (346 ) (467 ) EBITDA 43,058 41,399 Time Charter Revenues Our Time charter revenues are driven primarily by the number and size of vessels in our fleet, the number of operating days during which our vessels generate revenues and the amount of daily charterhire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the duration of the charter, the age, condition and specifications of our vessels, levels of supply and demand in the global transportation market for oil and oil products and other factors affecting spot market charter rates such as vessel supply and demand imbalances.
Removed
This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.
Added
Vessels operating on period charters, time charters or bareboat charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the short-term, or spot, charter market during periods characterized by favorable market conditions.
Removed
Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.” Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident.
Added
Vessels operating in the spot charter market, either directly or through a pool arrangement, could generate revenues that are less predictable, but could enable us to capture increased profit margins during periods of improvements in charter rates, although we could be exposed to the risk of declining charter rates, which could have a materially adverse impact on our financial performance.
Removed
The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US $10 million up to, currently, approximately US$8.9 billion.

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Item 6. [Reserved]

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

16 edited+0 added−1 removed30 unchanged
Ikonomou is our Chief Operating Officer. Prior to joining us, Mr. Ikonomou was the Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr. Ikonomou worked with George Moundreas & Company S.A. where he was responsible for the purchase and sale of second-hand vessels and initiated and developed a shipping industry research department. Mr.
Vangelis G. Ikonomou is our Chief Operating Officer. Prior to joining us, Mr. Ikonomou was the Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr. Ikonomou worked with George Moundreas & Company S.A. where he was responsible for the purchase and sale of second-hand vessels and initiated and developed a shipping industry research department. Mr.
We do not have a retirement plan for our officers or directors and we did not issue any stock options or other securities to them as part of compensation for the fiscal year ended December 31, 2023. Under the terms of the agreement for the provision of our Chief Executive Officer, we are obligated to pay annual base salary.
We do not have a retirement plan for our officers or directors and we did not issue any stock options or other securities to them as part of compensation for the fiscal year ended December 31, 2024. Under the terms of the agreement for the provision of our Chief Executive Officer, we are obligated to pay annual base salary.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. Name Age Position Evangelos J. Pistiolis 51 Director, President, Chief Executive Officer Alexandros Tsirikos 49 Director, Chief Financial Officer Konstantinos Patis 50 Chief Technical Officer Vangelis G.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected. Name Age Position Evangelos J. Pistiolis 52 Director, President, Chief Executive Officer Alexandros Tsirikos 50 Director, Chief Financial Officer Konstantinos Patis 51 Chief Technical Officer Vangelis G.
Directors, Senior Management and Employees” of this Annual Report, are the members of the audit committee, and our Board of Directors has determined that they are independent under the Nasdaq corporate governance rules. Our compensation committee and nominating and governance committees are currently composed of the following three members: Konstantinos Karelas, Paolo Javarone and Stavros Emmanuel.
Directors, Senior Management and Employees” of this annual report, are the members of the audit committee, and our Board of Directors has determined that they are independent under the NYSE corporate governance rules. Our compensation committee and nominating and governance committees are currently composed of the following three members: Konstantinos Karelas, Paolo Javarone and Stavros Emmanuel.
The initial term of the agreement expired on August 31, 2011; however the agreement is being automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.
The initial term of the agreement expired on August 31, 2011, and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.
Javarone holds a Shipbroker degree from National Agents Association Shipbroking School in Italy and a degree in Shipping Economics and Law from Nautical Maritime School in Italy. B. Compensation On September 1, 2010, we entered into separate agreements with Central Mare, pursuant to which Central Mare furnishes our four executive officers as described below.
Javarone holds a Shipbroker degree from National Agents Association Shipbroking School in Italy and a degree in Shipping Economics and Law from Nautical Maritime School in Italy. 59 Table of Contents B. Compensation On September 1, 2010, we entered into separate agreements with Central Mare, pursuant to which Central Mare furnishes our four executive officers as described below.
He started his carrier in 1997 acting as a Superintendent Engineer, thereafter as Fleet Manager and from 2014 as Technical Manager in various ship management companies in Greece, like Cyprus Sea Lines, Technomar Shipping, Aeolian Investments, Arion Shipping operating diverse fleets of Tankers, Bulk Carriers and Containers and was involved in the technical supervision, repairs, dry docks and construction of new projects. 63 Table of Contents Vangelis G.
He started his carrier in 1997 acting as a Superintendent Engineer, thereafter as Fleet Manager and from 2014 as Technical Manager in various ship management companies in Greece, like Cyprus Sea Lines, Technomar Shipping, Aeolian Investments, Arion Shipping operating diverse fleets of Tankers, Bulk Carriers and Containers and was involved in the technical supervision, repairs, dry-docks and construction of new projects.
As of December 31, 2021, 2022 and 2023, we employed 146, 170 and 178 sea-going employees, indirectly through our Fleet Manager. E. Share Ownership The common shares beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” 65 Table of Contents F.
As of December 31, 2022, 2023 and 2024, we employed 170, 178 and 170 sea-going employees, indirectly through our Fleet Manager. E. Share Ownership The common shares beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” F.
Ikonomou 60 Chief Operating Officer Konstantinos Karelas 51 Independent Non-Executive Director Stavros Emmanuel 81 Independent Non-Executive Director Paolo Javarone 50 Independent Non-Executive Director Biographical information with respect to each of our directors and executives is set forth below. Evangelos J.
Ikonomou 60 Chief Operating Officer Konstantinos Karelas 51 Independent Non-Executive Director Stavros Emmanuel 82 Independent Non-Executive Director Paolo Javarone 52 Independent Non-Executive Director Biographical information with respect to each of our directors and executives is set forth below. Evangelos J.
As a foreign private issuer, we are exempt from certain Nasdaq requirements that are applicable to U.S. domestic companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on Nasdaq, please see “Item 16G. Corporate Governance”. D.
As a foreign private issuer, we are exempt from certain NYSE requirements that are applicable to U.S. domestic companies. For a listing and further discussion of how our corporate governance practices differ from those required of U.S. companies listed on the NYSE, please see “Item 16G. Corporate Governance.” 60 Table of Contents D.
During the fiscal year ended December 31, 2023, we paid to the members of our senior management and to our directors aggregate compensation of $0.4 million and declared a $5.0 million bonus to our Chief Executive Officer, which was paid in January 2024.
During the fiscal year ended December 31, 2024, we paid to the members of our senior management and to our directors aggregate compensation of $0.4 million and declared a $6.0 million bonus to our Chief Executive Officer, $4.0 million of which were paid in 2024 and the remaining $2.0 million were paid in January 2025.
Members of our Board of Directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. We currently have two executive directors and three independent non-executive directors. The terms of our Class II directors, Paolo Javarone and Konstantinos Karelas, expires at the annual general meeting of shareholders in 2024.
Members of our Board of Directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. We currently have two executive directors and three independent non-executive directors. The term of our Class III director, Alexandros Tsirikos, expires at the annual general meeting of shareholders in 2025.
The term of our Class III director, Alexandros Tsirikos, expires at the annual general meeting of shareholders in 2025. The terms of our Class I directors, Stavros Emmanuel and Evangelos J. Pistiolis expires at the annual general meeting of shareholders in 2026.
The terms of our Class I directors, Stavros Emmanuel and Evangelos J. Pistiolis expires at the annual general meeting of shareholders in 2026. The terms of our Class II directors, Paolo Javarone and Konstantinos Karelas, expire at the annual general meeting of shareholders in 2027.
The initial term of the agreement expired on August 31, 2012, and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term. 64 Table of Contents If our Chief Financial Officer is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare’s rights to pursue damages for such termination.
The initial term of the agreement expired on August 31, 2012, and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.
Under the terms of our agreement for the provision of our Chief Technical Officer, we are obligated to pay annual base salary.
The agreement also contains death and disability provisions. In addition, our Chief Financial Officer is subject to non-competition and non-solicitation undertakings. Under the terms of our agreement for the provision of our Chief Technical Officer, we are obligated to pay annual base salary.
In the event of a change of control, our Chief Financial Officer is entitled to receive a cash payment equal to three years’ annual base salary. The agreement also contains death and disability provisions. In addition, our Chief Financial Officer is subject to non-competition and non-solicitation undertakings.
If our Chief Financial Officer is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare’s rights to pursue damages for such termination. In the event of a change of control, our Chief Financial Officer is entitled to receive a cash payment equal to three years’ annual base salary.
Removed
On December 10, 2023, our compensation committee comprising independent directors suggested and the board of directors granted to Mr. Evangelos J. Pistiolis a bonus of $5.0 million.

Item 7. Management's Discussion & Analysis

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

16 edited+10 added−3 removed26 unchanged
Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.
Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of our total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease.
(g) Issuance of Series F Preferred Shares On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc., an affiliate of our CEO for the sale of up to 7,560,759 Series F Non-Convertible Perpetual Preferred Shares, par value $0.01, in exchange for (i) the assumption by Africanus Inc. of an amount of $48.0 million of shipbuilding costs for vessels M/T Eco Oceano CA, M/T Julius Caesar and M/T Legio X Equestris, and (ii) settlement of our remaining payment obligations relating to the acquisition in September 8, 2021 of an additional 65% ownership interest in the newbuilding contracts for its two VLCCs, in an amount of up to $27.6 million.
(f) Issuance of Series F Preferred Shares On January 17, 2022, we entered into a stock purchase agreement with Africanus Inc., an affiliate of our CEO for the sale of up to 7,560,759 Series F Non-Convertible Perpetual Preferred Shares, par value $0.01, in exchange for (i) the assumption by Africanus Inc. of an amount of $48.0 million of shipbuilding costs for vessels M/T Eco Oceano CA, M/T Julius Caesar and M/T Legio X Equestris, and (ii) settlement of our remaining payment obligations relating to the acquisition in September 8, 2021 of an additional 65% ownership interest in the newbuilding contracts for its two VLCCs, in an amount of up to $27.6 million.
In addition, the CSI Management Agreements provide for payment to CSI of: (i) $573 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing.
In addition, the CSI Management Agreements provide for payment to CSI of: (i) $592 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing.
Pursuant to the CSI Letter Agreement, as well as the CSI Management Agreements concluded between CSI and our vessel-owning subsidiaries, we pay a management fee of $630 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard.
Pursuant to the CSI Letter Agreement, as well as the CSI Management Agreements concluded between CSI and our vessel-owning subsidiaries, we pay a management fee of $651 per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard.
Pistiolis, pursuant to which Central Mare provides us with our executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer). The fees charged by and expenses relating to Central Mare for the years ended December 31, 2021, 2022 and 2023 are $0.4 million per year. (b) Central Shipping Inc.
Pistiolis, pursuant to which Central Mare provides us with our executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical Officer and Chief Operating Officer). The fees charged by and expenses relating to Central Mare for the years ended December 31, 2022, 2023 and 2024 are $0.4 million per year. (b) Central Shipping Inc.
The fees charged by and expenses relating to CSI for the years ended December 31, 2021, 2022 and 2023 were $5.7 million, $4.9 million and $ 3.4 million respectively. For the years ended December 31, 2021, 2022 and 2023, CSI also charged us newbuilding supervision related pass-through costs amounting to $1.2 million, $0.2 million and $0.0 million respectively.
The fees charged by and expenses relating to CSI for the years ended December 31, 2022, 2023 and 2024 were $4.9 million, $3.4 million and $4.0 million respectively. For the years ended December 31, 2022, 2023 and 2024, CSI also charged us newbuilding supervision related pass-through costs amounting to $0.2 million, $0.0 million, and $0.0 million respectively.
A total of 7,200,000 Series F Preferred Shares were issued. On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash. On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash.
A total of 7,200,000 Series F Preferred Shares were issued. On July 8, 2022, we redeemed 865,558 of our Series F Preferred Shares for an aggregate amount of approximately $10.4 million, payable in cash.
Pistiolis (3) 446,446 Common Shares 9.65 % 0.43 % Executive officers, directors and key employees (4) 0 Common Shares 0 % 0.00 % (1) The Lax Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director.
Pistiolis (3) 440,711 Common Shares 9.53 % 0.42 % Executive officers, directors and key employees (4) 0 Common Shares 0 % 0.00 % (1) The Lax Trust is an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director.
Financial Statements—Note 5—Transactions with Related Parties.” 66 Table of Contents (a) Central Mare – Executive Officers and Other Personnel Agreements On September 1, 2010, we entered into separate agreements with Central Mare, a related party affiliated with the family of our President, Chief Executive Officer and Director, Mr. Evangelos J.
Related Party Transactions Please also see “Item 18. Financial Statements—Note 5—Transactions with Related Parties.” (a) Central Mare – Executive Officers and Other Personnel Agreements On September 1, 2010, we entered into separate agreements with Central Mare, a related party affiliated with the family of our President, Chief Executive Officer and Director, Mr. Evangelos J.
As of March 29 , 2024, we had one shareholder of record, Cede & Co, which is located in the United States and held an aggregate of 4,626,197 of our common shares, representing 100% of our outstanding common shares.
As of April 14, 2025, we had one shareholder of record, Cede & Co, which is located in the United States and held an aggregate of 4,626,197 of our common shares, representing 100% of our outstanding common shares.
This transaction was approved by a special committee of our Board of Directors (the “Special Committee”), of which all of the directors were independent, after obtaining a fairness opinion from an independent financial advisor. (f) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares. As a prerequisite for the Navigare Lease, Mr.
This transaction was approved by a special committee of our Board of Directors (the “Special Committee”), of which all of the directors were independent, after obtaining a fairness opinion from an independent financial advisor. 62 Table of Contents (e) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares.
We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. B. Related Party Transactions Please also see “Item 18.
We believe that the shares held by Cede & Co. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. 61 Table of Contents B.
Percentages in the table below are based on 4,626,197 common shares and 100,000 Series D Preferred Shares outstanding as of March 29, 2024.
Percentages in the table below are based on 4,626,197 common shares and 100,000 Series D Preferred Shares outstanding as of April 14, 2025.
Following completion of the redemptions, as of the date hereof, we have no Series F Preferred Shares outstanding. In December 2022, 100% of Africanus Inc shares were transferred to 3 Sororibus Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis.
In December 2022, 100% of Africanus Inc shares were transferred to 3 Sororibus Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis. On December 30, 2022, we redeemed 483,694 of our Series F Preferred Shares for an aggregate amount of approximately $5.8 million, payable in cash.
Financial Statements—Note 1— Basis of Presentation and General Information.” and “Item 4. Information On the Company - A. History and Development of the Company.” 67 Table of Contents (e) Charter Parties with Central Tankers Chartering On January 6, 2021 we acquired a shipowning company from an entity affiliated with Mr. Evangelos J.
(d) Charter Parties with Central Tankers Chartering On January 6, 2021 we acquired a shipowning company from an entity affiliated with Mr. Evangelos J.
(h) Central Mare Bridge Loan On January 5, 2022 we entered into an unsecured credit facility for up to $20 million with an affiliate of Mr. Evangelos J. Pistiolis in order to finance part of the shipbuilding cost of our two VLCC newbuildings. A total of $9 million was drawn down. The facility maturity was December 31, 2022.
Pistiolis in order to finance part of the shipbuilding cost of our two VLCC newbuildings. A total of $9 million was drawn down. The facility maturity was December 31, 2022. The principal terms of the loan included an arrangement fee of 2%, interest of 12% per annum and a commitment fee of 1.00% on the undrawn part of the facility.
Removed
(d) Vessel Acquisitions from affiliated entities From January 8, 2021 to September 8, 2021 we entered into a series of transactions with a number of entities affiliated with Mr. Evangelos J. Pistiolis. As of December 31, 2023, we don’t owe anything to the previous owners of the newbuilding vessels. For more information on these vessel acquisitions please see “Item 18.
Added
As a prerequisite for the Navigare Lease, Mr. Evangelos J.
Removed
The principal terms of the loan included an arrangement fee of 2%, interest of 12% per annum and a commitment fee of 1.00% on the undrawn part of the facility. The facility was fully repaid and terminated on March 4, 2022 from proceeds from the sale of the M/T Eco Los Angeles.
Added
Following completion of the redemptions, as of the date hereof, we have no Series F Preferred Shares outstanding. (g) Central Mare Bridge Loan On January 5, 2022 we entered into an unsecured credit facility for up to $20 million with an affiliate of Mr. Evangelos J.
Removed
(i) HSBC Bridge Guarantee As described above under "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities—HSBC Bridge Loan,” Evangelos J. Pistiolis provided a guarantee for the Company’s performance under the HSBC Bridge and charged the Company a 1% fee on the amounts drawn down under the HSBC Bridge. 68 Table of Contents C.
Added
The facility was fully repaid and terminated on March 4, 2022 from proceeds from the sale of the M/T Eco Los Angeles. (h) HSBC Bridge Guarantee On January 15, 2024 we entered into a bridge loan with HSBC Private Bank (Suisse) SA (“HSBC”). As a prerequisite for granting the loan HSBC requested a personal guarantee from Mr. Evangelos J.
Added
Pistiolis, which he provided in exchange for an arrangement fee of 1.00%. (i) Top Mega Yachts Inc. – Share Purchase Agreements On June 14, 2024 we entered into a non-binding letter of intent, or the No-Shop LOI, with Mr. Evangelos J.
Added
Pistiolis whereby the latter was precluded from marketing or selling the mega yacht M/Y Para Bellvm (100% owned by him) except to us for one month. The consideration for the No-Shop LOI was $1.0 million. The No-Shop LOI consideration was netted-off with the Parabellvm Consideration.
Added
On November 25, 2024 we entered into a non-binding letter of intent, or the New No-Shop LOI, with Mr. Evangelos J. Pistiolis whereby the latter was precluded from marketing or selling the Newbuilding Yacht except to us up to June 30, 2025. The consideration for the New No-Shop LOI was $4.0 million, or the New Yacht LOI Advance.
Added
On the Closing Date we entered into the New Yacht SPA for the purchase of 100% of the ship owning company that will own the Newbuilding Yacht for the New Yacht Consideration. On the Closing Date, we settled $9.3 million of the New Yacht Consideration by netting of the New Yacht LOI Advance and paying $5.3 million to Mr.
Added
Evangelos J. Pistiolis. The remaining amount of the New Yacht Consideration is payable using any cash surplus and in any event by December 31, 2026.
Added
If we, from the Closing Date onwards, raise capital via (i) debt refinancing, (ii) issuance of any equity interests or (iii) cash dividends or return of invested capital in any investments, then, the New Yacht Consideration outstanding shall be prepaid by an amount equal to 100% of the net cash proceeds, provided that the terms of such capital raise allow for such use of proceeds.
Added
Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by a special committee of our Board of Directors, consisting of all three of our independent Directors, after obtaining a fairness opinion from an independent financial advisor. 63 Table of Contents C. Interests of Experts and Counsel Not applicable.

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