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United Maritime Corp

United Maritime CorpUSEA财报

Nasdaq · freight transport

Navios Maritime Holdings Inc. is a multinational, vertically integrated seaborne shipping and logistics company focused on the transport and transshipment of drybulk commodities including iron ore, coal and grain.

What changed in United Maritime Corp's 20-F — 2022 vs 2023

Top changes in United Maritime Corp's 2023 20-F

750 paragraphs added · 746 removed · 490 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

248 edited+107 added−155 removed133 unchanged
The spot market is very volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels.
The spot market is very volatile, and, in the past, there have been periods when spot rates declined below the operating cost of vessels.
If future spot charter rates or the relevant indexes decline, then we may be unable to operate our vessels that are trading in the spot market or on index-linked charters profitably or to meet our other obligations, including payments on indebtedness.
If future spot charter rates or the relevant indexes decline, then we may be unable to operate our vessels that are trading in the spot market or on index-linked charters profitably or meet our other obligations, including payments on indebtedness.
Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to deductibles, caps or not cover such losses and any of these circumstances or events could increase our costs or lower our revenues.
Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to deductibles and caps or may not cover such losses, and any of these circumstances or events could increase our costs and lower our revenues.
The hull and machinery of every commercial vessel must be certified by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS. A vessel must undergo annual, intermediate and special surveys.
The hull and machinery of every commercial vessel must be certified by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. A vessel must undergo annual, intermediate, and special surveys.
Newbuilding construction projects are subject to risks of delay inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure.
Newbuilding construction projects are subject to risks of delay inherent in any large construction project from numerous factors, including shortages of equipment, materials, or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes, work stoppages and other labor disputes, adverse weather conditions, or any other events of force majeure.
Significant levels of debt could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may be unavailable on favorable terms, or at all; • we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for operations, future business opportunities and any future dividends to our shareholders; • our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and • our debt level may limit our flexibility in responding to changing business and economic conditions.
Significant levels of debt could have important consequences for us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions, or other purposes may be impaired, or such financing may be unavailable on favorable terms, or at all; • we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for operations, future business opportunities, and any future dividends to our shareholders; • our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and • our debt level may limit our flexibility in responding to changing business and economic conditions.
Our loan agreements contain ,and any loan agreements and financing arrangements we may enter into in the future are expected to contain, cross-default provisions, pursuant to which a default by us under a loan and the refusal of any one lender or financing counterparty to grant or extend a waiver could result in the acceleration of our indebtedness under any other loans and financing agreements we have entered into.
Our financing arrangements contain, and any financing arrangements we may enter into in the future are expected to contain, cross-default provisions, pursuant to which a default by us under a loan and the refusal of any one lender or financing counterparty to grant or extend a waiver could result in the acceleration of our indebtedness under any other loans and financing agreements we have entered into.
Any such conflicts of interest could adversely affect our business, financial condition and results of operations, and the trading price of our common shares.
Any such conflicts of interest could adversely affect our business, financial condition, results of operations, and the trading price of our common shares.
In March 2019, the Council of the European Union, or the Council, published a list of non-cooperative jurisdictions for tax purposes, the 2019 Conclusions.
In March 2019, the Council of the European Union, or the Council, published a list of non-cooperative jurisdictions for tax purposes, or the 2019 Conclusions.
Among the factors that could in the future affect our stock price are: • quarterly variations in our results of operations; • changes in market valuations of similar companies and stock market price and volume fluctuations generally; • changes in earnings estimates or the publication of research reports by analysts; • speculation in the press or investment community about our business or the shipping industry generally; • strategic actions by us or our competitors such as acquisitions or restructurings; • the thin trading market for our common shares, which makes it somewhat illiquid; • regulatory developments; • additions or departures of key personnel; • general market conditions; and • domestic and international economic, market and currency factors unrelated to our performance.
Among the factors that could in the future affect our share price are: • quarterly variations in our results of operations; • changes in market valuations of similar companies and stock market price and volume fluctuations generally; • changes in earnings estimates or the publication of research reports by analysts; • speculation in the press or investment community about our business or the shipping industry generally; • strategic actions by us or our competitors such as acquisitions or restructurings; • the thin trading market for our common shares, which makes it somewhat illiquid; • regulatory developments; • additions or departures of key personnel; • general market conditions; and • domestic and international economic, market, and currency factors unrelated to our performance.
Risks Relating to Our Company The market values of our vessels and other vessels we may acquire may decrease, which could limit the amount of funds that we can borrow in the future, trigger breaches of certain financial covenants under any current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
Risks Relating to Our Company The market values of our vessels may decrease, which could limit the amount of funds that we can borrow in the future or trigger breaches of certain financial covenants under any current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
Several provisions of our amended and restated articles of incorporation and bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board to maximize shareholder value in connection with any unsolicited offer to acquire our company.
Several provisions of our amended and restated articles of incorporation and our second amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control, and enhance the ability of our board to maximize shareholder value in connection with any unsolicited offer to acquire our company.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. We depend on Seanergy and its wholly owned management subsidiaries to operate our business and our business could be harmed if they fail to perform such services satisfactorily.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. We depend on Seanergy and its wholly owned management subsidiaries to partly operate our business and our business could be harmed if they fail to perform such services satisfactorily.
Anti-takeover provisions in our amended and restated articles of incorporation and bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
Anti-takeover provisions in our amended and restated articles of incorporation and our amended and second amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying, or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
Any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region.
Additionally, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region.
Due in part to the highly fragmented market, competitors with greater resources could enter the dry bulk and tanker shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer.
Due in part to the highly fragmented market, competitors with greater resources could enter the dry bulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer.
In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both 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 some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that 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, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. 18 Table of Contents Sulfur regulations to reduce air pollution from ships have required retrofitting of vessels and may cause us to incur significant costs.
In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. 16 Table of Contents Sulfur regulations to reduce air pollution from ships have required retrofitting of vessels and may cause us to incur significant costs.
Furthermore, as charter rates for spot charters are fixed for a single voyage, which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.
Furthermore, as charter rates for spot charters are usually fixed for a single voyage, which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.
Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986 as amended, or the Code (which election could itself have adverse consequences for such shareholders), 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 shares of our common stock, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the shares of our common stock.
Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986 as amended, or the Code (which election could itself have adverse consequences for such shareholders), 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 our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares.
Hull fractures in dry bulk vessels may lead to the flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.
Hull fractures in dry bulk vessels may lead to the flooding of the vessel’s holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel.
A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common shares. Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares.
A possible “short squeeze” due to a sudden increase in demand of our common shares that largely exceeds supply may lead to further price volatility in our common shares. Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares.
Our corporate affairs are governed by our amended and restated articles of incorporation, our bylaws and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States.
Our corporate affairs are governed by our amended and restated articles of incorporation, our second amended and restated bylaws, and the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States.
In addition we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, amongst other potential consequences attendant to epidemic and pandemic diseases.
In addition, we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemic diseases.
Our loan agreements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants and event of default clauses, financial covenants, restrictive covenants and performance requirements, which may affect operational and financial flexibility.
Our financing agreements contain, and we expect that other future financing arrangements will contain, customary covenants and event of default clauses, financial covenants, restrictive covenants, and performance requirements, which may affect operational and financial flexibility.
However, it was announced by the Council in October 2019 that the Marshall Islands had been removed from the list of non-cooperative jurisdictions. In February 2023, the Marshall Islands was added again to the list of non-cooperative jurisdictions.
However, it was announced by the Council in October 2019 that the Marshall Islands had been removed from the list of non-cooperative jurisdictions. In February 2023, the Marshall Islands was added again to the list of non-cooperative jurisdictions, and removed again in October 2023.
In addition, because of the presence of cross-default provisions in our loan agreements, a default by us under one loan could lead to defaults under other loans and financing agreements.
In addition, because of the presence of cross-default provisions in our loan agreements, a default by us under one loan could lead to defaults under other loan agreements and financing agreements.
While we have elected to take advantage of some of the reduced reporting obligations, we are choosing to “opt-out” of the extended transition period relating to the exemption from new or revised financial accounting standards. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.
While we have elected to take advantage of some of the reduced reporting obligations, we are choosing to “opt-out” of the extended transition period relating to the exemption from new or revised financial accounting standards. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions.
In addition, crew and security equipment costs, including costs which may be incurred to employ onboard security armed guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released.
In addition, crew and security equipment costs, including costs that may be incurred to employ onboard security armed guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released.
Furthermore, if we sell one or more of our current vessels or one or more of the vessels we may acquire at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our carve-out financial statements, resulting in a loss on sale or an impairment loss being recognized, leading to a reduction in earnings.
Furthermore, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our carve-out financial statements, resulting in a loss on sale or an impairment loss being recognized, leading to a reduction in earnings.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Some of the following risks relate principally to the industry in which we operate and others relate to our business in general or our common stock.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Some of the following risks relate principally to the industry in which we operate and others relate to our business in general or our common shares.
Our vessels and other vessels we may acquire may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares.
Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares.
Additionally, only a small portion of cash balances are covered by insurance in the event of default by these financial institutions in Greece or elsewhere. Several banks, including banks in the United States and Switzerland, have recently been subject to extraordinary resolution procedures or sale because of the risk of such a default.
Generally, only a small portion of cash balances are covered by insurance in the event of default by these financial institutions in Greece or elsewhere. Several banks, including banks in the United States and Switzerland, have recently been subject to extraordinary resolution procedures or sale because of the risk of such a default.
Our ability to manage our planned growth will primarily depend on our ability to: • generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service; • finance our operations; • identify opportunities to enter other seaborne transportation sectors; • locate and acquire suitable vessels; • identify and consummate acquisitions or joint ventures; • integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations; • hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; and • expand our customer base, including in new sectors.
Our ability to manage our planned growth will primarily depend on our ability to: 21 Table of Contents • generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service; • finance our operations; • identify opportunities to enter other seaborne transportation sectors; • locate and acquire suitable vessels; • identify and consummate acquisitions or joint ventures; • integrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with our existing operations; • hire, train, and retain qualified personnel and crew to manage and operate our growing business and fleet; and • expand our customer base, including in new sectors.
The operation of dry bulk and tanker vessels has particular operational risks. The operation of dry bulk vessels has certain unique risks. With a dry bulk vessel, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure.
The operation of dry bulk vessels has certain unique risks. With a dry bulk vessel, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure.
If vessel capacity increases but the demand for vessel capacity does not increase or increases at a slower rate, charter rates could materially decline, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
If dry bulk vessel capacity increases but the demand for vessel capacity does not increase or increases at a slower rate, charter rates could materially decline, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
There are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2023 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
There are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2024 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income.
To the extent our vessels and other vessels we may acquire are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any member of our crew, we may face reputational damage and governmental or other regulatory claims or penalties which could have an adverse effect on our business, results of operations, cash flows and financial condition, as well as our ability to maintain cash flows, including cash available for distributions to pay dividends to our unitholders.
To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any member of our crew, we may face reputational damage and governmental or other regulatory claims or penalties which could have an adverse effect on our business, results of operations, cash flows, and financial condition, as well as our ability to maintain cash flows, including cash available for distributions to pay dividends to our shareholders.
If we fail to maintain compliance with all applicable continued listing requirements for the Nasdaq Capital Market and Nasdaq determines to delist our common stock, the delisting could adversely affect the market liquidity of our common stock, our ability to obtain financing to repay any debt and fund our operations.
If we fail to maintain compliance with all applicable continued listing requirements for the Nasdaq Capital Market and Nasdaq determines to delist our common shares, the delisting could adversely affect the market liquidity of our common shares and our ability to obtain financing to repay any debt and fund our operations.
If we enter into a charter when charter hire rates are low, our revenues and earnings will be adversely affected and we may not be able to successfully charter our vessels and other vessels we may acquire at rates sufficient to allow us to operate our business profitably or meet our obligations.
If we enter into a charter when charter hire rates are low, our revenues and earnings will be adversely affected and we may not be able to successfully charter our vessels at rates sufficient to allow us to operate our business profitably or meet our obligations.
Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common stock by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.
Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.
Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects: • our existing shareholders’ proportionate ownership interest in us will decrease; 32 Table of Contents • the amount of cash available for dividends payable per common share may decrease; • the relative voting strength of each previously outstanding common share may be diminished; and • the market price of our common shares may decline.
Our issuance of additional common shares or other equity securities of equal or senior rank would have the following effects: • our existing shareholders’ proportionate ownership interest in us will decrease; • the amount of cash available for dividends payable per common share may decrease; • the relative voting strength of each previously outstanding common share may be diminished; and • the market price of our common shares may decline.
For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. 34 Table of Contents We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.
For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.
In addition, you should not assume that courts in the country in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
In addition, you should not assume that courts in the country in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws. 38 Table of Contents
The market supply of dry bulk vessels had increased due to the high level of new deliveries in recent years. Dry bulk newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017.
In previous years, the market supply of dry bulk vessels had increased due to the high level of new deliveries. Dry bulk newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017.
In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social and governance matters, or ESG, which are considered to contribute to the long-term sustainability of companies’ performance.
In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social, and governance matters, or ESG, which are considered to contribute to the long-term sustainability of a company’s performance.
Pursuant to the management agreements, we are paying to Seanergy Shipmanagement a fixed technical management fee of $14,000 per month for the M/V Gloriuship and M/V Chrisea and M/V Oasea, a fixed management fee of $10,000 per month for the M/V Goodship, and to Seanergy a fixed administration fee of $325 per vessel per day.
Pursuant to the management agreements, we are paying to Seanergy Shipmanagement a fixed technical management fee of $14,000 per month for the M/V Gloriuship, M/V Chrisea, M/V Oasea, M/V Cretansea and M/V Goodship, and to Seanergy a fixed administration fee of $325 per vessel per day.
Accordingly, unlike for most U.S. public companies, the PCAOB was prevented from evaluating our auditor’s performance of audits and its quality control procedures, and, unlike stockholders of most U.S. public companies, we and our stockholders were deprived of the possible benefits of such inspections.
Accordingly, unlike for most U.S. public companies, the PCAOB was prevented from evaluating our auditor’s performance of audits and its quality control procedures, and, unlike shareholders of most U.S. public companies, we and our shareholders were deprived of the possible benefits of such inspections.
These exemptions and scaled disclosure requirements are not related to our status as an emerging growth company, and will continue to be available to us even if we no longer qualify as an emerging growth company, but remain a foreign private issuer. These factors could make our common stock less attractive to some investors or otherwise harm our stock price.
These exemptions and scaled disclosure requirements are not related to our status as an emerging growth company, and will continue to be available to us even if we no longer qualify as an emerging growth company, but remain a foreign private issuer. These factors could make our common shares less attractive to some investors or otherwise harm our share price.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders’ ability to realize any potential change of control premium. 36 Table of Contents We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
Governmental regulations, safety or other equipment standards related to the age or condition of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and other vessels we may acquire and may restrict the type of activities in which the vessels may engage.
Governmental regulations and safety or other equipment standards related to the age or condition of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage.
In addition, we might not be able to find replacement third-party managers on terms as favorable as those currently in place. 28 Table of Contents Management fees are payable to the Managers or our third-party managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, we might not be able to find replacement third-party managers on terms as favorable as those currently in place. Management fees are payable to the Managers or our third-party managers regardless of our profitability, which could have a material adverse effect on our business, financial condition, and results of operations.
This tax is a cost, which, if unreimbursed, has a negative effect on our business and results in decreased earnings available for distribution to our shareholders. We are a “foreign private issuer,” which could make our common stock less attractive to some investors or otherwise harm our stock price.
This tax is a cost, which, if unreimbursed, has a negative effect on our business and results in decreased earnings available for distribution to our shareholders. We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our share price.
The vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. At the beginning, in between and in the end of this cycle, every vessel is required to undergo inspection of her underwater parts that usually includes dry-docking.
The vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. At the beginning, during, and at the end of this cycle, every vessel is required to undergo inspection of her underwater parts that usually includes dry-docking.
A decrease in the market value of our vessels and other vessels we may acquire could require us to raise additional capital in order to remain compliant with our loan covenants or the covenants in the other financing agreements and could result in the loss of our vessels and other vessels we may acquire (including, through foreclosure by our lenders and lessors) and adversely affect our earnings and financial condition.
A decrease in the market value of our vessels could require us to raise additional capital in order to remain compliant with our loan covenants or the covenants in the other financing agreements and could result in the loss of our vessels (including through foreclosure by our lenders and lessors) and adversely affect our earnings and financial condition.
Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters could be at lower rates.
Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel on favorable terms or at all, and any new charter arrangements we secure in the spot market or on time charters could be at lower rates.
Non-compliance with GDPR may expose entities to significant fines or other regulatory claims which could have an adverse effect on our business, and results of operations. A cyber-attack could materially disrupt our business. We rely on information technology systems and networks in our operations and administration of our business.
Non-compliance with GDPR or other data privacy laws may expose entities to significant fines or other regulatory claims, which could have an adverse effect on our business and results of operations. A cyber-attack could materially disrupt our business. We rely on information technology systems and networks in our operations and administration of our business.
Our operational success depends significantly upon the Managers’ and Seanergy’s satisfactory performance of these services. Our business would be harmed if the Managers or Seanergy failed to perform these services satisfactorily.
Our operational success partly depends upon the Managers’ and Seanergy’s satisfactory performance of these services. Our business would be harmed if the Managers or Seanergy failed to perform these services satisfactorily.
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors .
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors .
Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and other vessels we may acquire and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.
Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program.
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. We maintain all of our cash with a limited number of financial institutions, including institutions that are located in Greece.
We maintain cash with a limited number of financial institutions, including financial institutions that are located in Greece, which will subject us to credit risk. We maintain all of our cash with a limited number of financial institutions, including institutions that are located in Greece.
Our business and the operation of our vessels and other vessels we may acquire are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those governing oil spills, discharges to air and water, ballast water management, and the handling and disposal of hazardous substances and wastes.
Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those governing oil spills, discharges to air and water, ballast water management, and the handling and disposal of hazardous substances and wastes.
However, given the current time charter agreements of our vessels and our chartering strategy, this cost is projected to be immaterial in the short to medium term. Our vessels and other vessels we may acquire may be chartered on the spot charter market in the future, either through trip charter contracts or voyage charter contracts.
However, given the current time charter agreements of our vessels and our chartering strategy, this cost is projected to be immaterial in the short to medium term. Our vessels may be chartered on the spot charter market in the future, either through trip charter contracts or voyage charter contracts.
If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our share price may be more volatile.
If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.
We have entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services. Certain of these services are being subcontracted to or contracted directly with Seanergy Management Corp. (“Seanergy Management”) or Seanergy Shipmanagement Corp. (“Seanergy Shipmanagement and together with Seanergy Management, the “Managers”).
We have entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage, and certain other services. Certain of these services are being contracted directly with Seanergy Management Corp. (“Seanergy Management”) or Seanergy Shipmanagement Corp. (“Seanergy Shipmanagement” and together with Seanergy Management, the “Managers”).
As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. Our Company’s corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands.
As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands.
We do not know (i) if the E.U. will once again remove the Marshall Islands or Liberia to the list of non-cooperative jurisdictions, (ii) how quickly the E.U. would react to any changes in legislation of the Marshall Islands, or (iii) how E.U. banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing under the laws of the Marshall Islands and Liberia.
We do not know (i) if the E.U. will once again add the Marshall Islands to the list of non-cooperative jurisdictions, or add Liberia to the list, (ii) how quickly the E.U. would react to any changes in regulations of the Marshall Islands, or (iii) how E.U. banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing under the laws of the Marshall Islands and Liberia.
Even though the overall level of the orderbook has declined over the past years, an over-supply of dry bulk vessel capacity could depress the current charter rates.
Even though the overall level of the orderbook has declined over the recent years, an over-supply of dry bulk vessel capacity could depress the current charter rates.
The successful operation of our vessels and other vessels we may acquire in the competitive spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo.
The successful operation of our vessels in the competitive spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo.
During the year ended December 31, 2022, none of our vessels called on ports located in countries subject to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism ; however, our vessels and other vessels we may acquire may call on ports in these countries from time to time in the future on our charterers’ instructions.
During the year ended December 31, 2023, none of our vessels called on ports located in countries subject to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers’ instructions.
Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. 17 Table of Contents Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future. 27 Table of Contents We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future. We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels and other vessels we may acquire, and those violations could in turn negatively affect our reputation.
Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation.
We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements. Our common stock is listed on the Nasdaq Capital Market. There are a number of continued listing requirements that we must satisfy in order to maintain our listing on the Nasdaq Capital Market.
Our common shares are listed on the Nasdaq Capital Market. There are a number of continued listing requirements that we must satisfy in order to maintain our listing on the Nasdaq Capital Market. We may not be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements.
Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels and other vessels we may acquire if chartered to Chinese customers as well as our vessels and other vessels we may acquire calling to Chinese ports and could have a material adverse impact on our business, financial conditions and results of operations.
Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels if chartered to Chinese customers as well as our vessels calling to Chinese ports and could have a material adverse impact on our business, financial conditions, and results of operations.
Any requirement or legislation that requires us to pay more tax could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. 17 Table of Contents Increased scrutiny of environmental, social and governance matters may impact our business and reputation.
Any requirement or legislation that requires us to pay more tax could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. Increased regulation and scrutiny of environmental, social, and governance matters may impact our business and reputation.
If any of our future loans and other financing agreements are accelerated, we may not be able to refinance our debt or obtain additional funding. Further, if vessel values decline, we may have to record an impairment adjustment in our financial statements, which could adversely affect our financial results.
If any of our future loan agreements and other financing agreements are accelerated, we may not be able to refinance our debt or obtain additional funding. In addition, if vessel values decline, we may have to record an impairment adjustment in our financial statements, which could adversely affect our financial results.
We estimate the useful life of our vessels and other vessels we may acquire to be 25 years from the date of initial delivery from the shipyard. Our cash flows and income are dependent on the revenues we earn by chartering our vessels and other vessels we may acquire to customers.
We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard. Our cash flows and income are dependent on the revenues we earn by chartering our vessels to customers.
The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has been very volatile in recent years.
The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has generally been very volatile.
In such a situation, unless our future lenders are willing to provide waivers of covenant compliance or modifications to our covenants, our future lenders could accelerate our debt and we could face the loss of our vessels and other vessels we may acquire.
In such a situation, unless our future lenders are willing to provide waivers of covenant compliance or modifications to our covenants, our future lenders could accelerate our debt and we could face the loss of our vessels.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We believe we are well-positioned to continue to opportunistically expand and maximize our current fleet due to competitive cost structure, strong customer relationships and experienced management team. Demonstrated access to financing .
We believe we are well positioned to continue to opportunistically expand and maximize our current fleet due to our competitive cost structure, strong customer relationships and experienced management team. Demonstrated access to financing .
Management of Our Fleet We have entered into a master management agreement with Seanergy pursuant to which Seanergy (directly or through the Managers) provides us with or arranges on our behalf (through unrelated third parties) administrative, accounting, finance, commercial management, technical management, brokerage and certain other services.
Management of Our Fleet Master Management Agreement We have entered into a master management agreement with Seanergy pursuant to which Seanergy (directly or through the Managers) provides us with or arranges on our behalf (through unrelated third parties) administrative, accounting, finance, commercial management, technical management, brokerage and certain other services.
The Dry Bulk Shipping Industry The global dry bulk vessel fleet is divided into four categories based on a vessel’s carrying capacity. These categories are: Capesize. Capesize vessels have a carrying capacity of exceeding 100,000 dwt. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size.
The Dry Bulk Shipping Industry The global dry bulk vessel fleet is divided into four categories based on a vessel’s carrying capacity. These categories are: Capesize. Capesize vessels have a carrying capacity exceeding 100,000 dwt. Only the largest ports around the world possess the infrastructure to accommodate vessels of this size.
Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.
This means that shipping companies will have to surrender 40% of allowances for 2024 in the year 2025; 70% of allowances for 2025 in year 2026; and 100% allowances for the year 2026 in the year 2027 and pay for emissions for the previous compliance year.
This means that shipping companies will have to surrender 40% of allowances for 2024 in the year 2025; 70% of allowances for 2025 in the year 2026; and 100% of allowances for the year 2026 in the year 2027 and pay for emissions for the previous compliance year.
This means that the first annual reporting will be completed in 2023, with the first rating awarded in 2024. The CII regulations state that a ship rated D for three consecutive years or E for one year will be required to submit a corrective action plan (CAP) showing how C or above will be achieved.
This means that the first annual reporting was to be completed in 2023, with the first rating to be awarded in 2024. The CII regulations state that a ship rated D for three consecutive years or E for one year will be required to submit a corrective action plan (CAP) showing how C or above will be achieved.
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 in excess of each association’s own retention of $10 million up to, currently, approximately $8 billion.
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 in excess of each association’s own retention of $10 million up to, currently, approximately $8.9 billion.
Of the total 700,000 shares issued, 580,000 shares were granted to the members of the Board of Directors and 120,000 shares were granted to certain of the Company’s service providers. The fair value of each share on the grant date was $4.33.
Of the total 700,000 shares issued, 580,000 shares were granted to the members of our board of directors and 120,000 shares were granted to certain of the Company’s service providers. The fair value of each share on the grant date was $4.33.
We currently compete primarily with other owners of dry bulk and tanker vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate.
We currently compete primarily with other owners of dry bulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; (iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA defines these other damages broadly to include: (i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) loss of subsistence use of natural resources that are injured, destroyed or lost; (iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; (v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and 54 Table of Contents (vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels and other vessels we may acquire may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources.
We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources.
Furthermore, recent actions by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by shipowners and managers.
Actions by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by shipowners and managers.
The United States rejoined the Paris Agreement in February 2021. 50 Table of Contents At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved.
The United States rejoined the Paris Agreement in February 2021. 58 Table of Contents At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved.
The prices of dry bulk vessels continued their increasing course that started in 2021 through the first half of the year benefiting from the increased ton-mile following the invasion in Ukraine, however this trend reversed in the second half of the year as a result of the decreased demand due to the fears of a recession in the global economy and extensive Covid-19 related lockdowns in China.
Vessel Prices The prices of dry bulk vessels continued their increasing course that started in 2021 through the first half of 2022 benefiting from the increased ton-mile following Russia’s invasion in Ukraine, however this trend reversed in the second half of the year as a result of the decreased demand due to the fears of a recession in the global economy and extensive Covid-19 related lockdowns in China.
However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels and other vessels we may acquire.
However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. 45 Table of Contents Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition. Safety Management System Requirements The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.
(4) Chartered by an international commodities trader and delivered to the charterer on March 14, 2023 for a period employment of about 11 to about 15 months. The daily charter hire is based on the BCI.
(3) Chartered by an international commodities trader and delivered to the charterer on March 14, 2023 for a period employment of about 11 to about 15 months. The daily charter hire is based on the BCI.
(6) Chartered by an international commodities trader and delivered to the charterer on February 25, 2023 for a period employment of about 12 to about 15 months. The daily charter hire is based on the BPI.
(6) Chartered by an international commodities trader and delivered to the charterer on February 24, 2023 for a period employment of about 12 to about 15 months. The daily charter hire is based on the BPI.
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. 52 Table of Contents Hull & Machinery and War Risks Insurances We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for our vessel.
However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates. Hull & Machinery and War Risks Insurances We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for our vessel.
In addition, we have a right of first offer with respect to any vessel sales by Seanergy (the “ROFR”). 36 Table of Contents Following the Spin-Off, we and Seanergy became independent publicly traded companies. All references in this annual report to us for periods prior to the Spin-Off refer to the United Maritime Predecessor.
In addition, we have a right of first offer with respect to any vessel sales by Seanergy (the “ROFR”). Following the Spin-Off, we and Seanergy became independent publicly traded companies. All references in this annual report to us for periods prior to the Spin-Off refer to the United Maritime Predecessor.
Furthermore, the scope of emissions will now include not only CO2 but also methane and nitrous oxides with a view to widening the list of greenhouse gases after 2024. The size of ships falling within ETS will also be expanded from 2027 to include ships between 400 GT and 5,000 GT. Offshore ships will be included from 2027.
Furthermore, the scope of emissions will now include not only CO2 but also methane and nitrous oxides with a view to widening the list of greenhouse gases from 2026. The size of ships falling within ETS will also be expanded from 2027 to include ships between 400 GT and 5,000 GT. Offshore ships will be included from 2027.
In 2023, amendments to the Anti-fouling Convention will come into effect which include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023. We have obtained Anti-fouling System Certificates for our vessels that are subject to the Anti-fouling Convention.
In 2023, amendments to the Anti-fouling Convention came into effect which include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023. We have obtained Anti-fouling System Certificates for our vessels that are subject to the Anti-fouling Convention.
Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance. Protection and Indemnity Insurance Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities.
Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance. 61 Table of Contents Protection and Indemnity Insurance Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. A variety of government and private entities subject our vessels and other vessels we may acquire to both scheduled and unscheduled inspections.
Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures. A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections.
There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (Maritime ETS) which is due to commence in 2024 and which is to apply to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
There are two key initiatives relevant to maritime arising from the proposals: (a) a bespoke emissions trading scheme for the maritime sector (Maritime ETS) which commenced in 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.
We are required to maintain operating standards for our vessels and other vessels we may acquire that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations.
We are required to maintain operating standards for our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations.
However, because demand for larger dry bulk or tanker vessels is affected by the volume and pattern of trade in a relatively small number of commodities or crude oil, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels.
However, because demand for larger dry bulk vessels is affected by the volume and pattern of trade in a relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels.
Responsible recycling and scrapping of ships is becoming an increasingly important issue for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new.
Responsible recycling and scrapping of ships are becoming increasingly important issues for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new.
For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force on September 9, 2017.
For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force globally on September 8, 2017.
On December 28, 2022, 233,340 shares vested, while 233,330 shares will vest on June 5, 2023 and 233,330 shares will vest on October 5, 2023.
On December 28, 2022, 233,340 shares vested, while 233,330 shares vested on June 5, 2023 and 233,330 shares vested on October 5, 2023.
OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel.
OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.
Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels and other vessels we may acquire. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards.
Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels. Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards.
More specifically, following trialogue negotiations and a vote in December 2023, the EU’s legislative bodies have reached an agreement on Maritime ETS. Subject to final adoption, Maritime ETS is to apply fully to 5,000 GT ships transporting cargo or passengers for commercial purposes on a phased basis.
More specifically, following trialogue negotiations and a vote in December 2023, the EU’s legislative bodies have reached an agreement on Maritime ETS. Maritime ETS applies fully to 5,000 GT ships transporting cargo or passengers for commercial purposes on a phased basis.
In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport. 49 Table of Contents On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy.
In April 2023, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport. On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy.
Both OPA and CERCLA impact our operations. 47 Table of Contents Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third-party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA.
The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA. On December 30, 2022, the EPA and U.S.
In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of between two and 12 months priced at the prevailing Capesize FFA for the selected period.
The daily charter hire is based on the BCI. In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of between two and 12 months priced at the prevailing Capesize FFA for the selected period.
(5) Chartered by a major European charterer and is expected to be delivered to the charterer by mid-April 2023 for a period employment of minimum 11 to about 14 months. The daily charter hire is based on the BPI.
(4) Chartered by a major European charterer and delivered to the charterer on April 24, 2023 for a period employment of minimum 11 to about 14 months. The daily charter hire is based on the BPI.
The acquisition of the M/V Goodship was financed by cash on hand and secures the amount of $7.0 million allocated to a new tranche (“Tranche E”) of the August 2022 EnTrust Facility (as defined in Item 5) pursuant to an amendment and restatement of the subject facility which was signed on January 30, 2023.
The acquisition of the M/V Goodship was financed by cash on hand and secured the amount of $7.0 million of the August 2022 EnTrust Facility (as defined in Item 5) pursuant to an amendment and restatement of the subject facility which was signed on January 30, 2023.
Experienced management team . Certain officers and directors of Seanergy serve on our board of directors and management team and as such we believe that our management team’s reputation and track record in building shipping fleets provides us with access to attractive acquisition, chartering and vessel-financing opportunities. 39 Table of Contents Strategies Opportunistic and sector-agnostic vessel acquisition strategy.
Experienced management team . Certain officers and directors of Seanergy serve on our board of directors and management team and as such we believe that our management team’s reputation and track record in building shipping fleets provides us with access to attractive acquisition, chartering and vessel-financing opportunities.
Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel.
Every vessel above 15 years of age is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel.
On February 22, 2023, we announced the initiation of a regular quarterly cash dividend of $0.075 per common share and declared a dividend of $0.075 per share for the fourth quarter of 2022. The quarterly dividend will be paid on or about April 6, 2023 to all shareholders of record as of March 22, 2023.
On February 21 2023, we declared the initiation of a regular quarterly cash dividend of $0.075 per common share and the declaration of a dividend of $0.075 per share for the fourth quarter of 2022. The quarterly dividend was paid on April 6, 2023 to all shareholders of record as of March 22, 2023.
(3) Chartered by a major European charterer and delivered to the charterer on July 26, 2022 for a period employment of about 11 to about 15 months. The daily charter hire is based on the BCI.
(2) Chartered by a major European charterer and delivered to the charterer on July 26, 2022 for a period employment of about 11 to about 15 months. On October 1, 2023, the charter period was extended for a period of about 11 to about 15 months and the daily charter hire is based on the BCI.
Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area. Ocean-going vessels in these areas are subject to stringent emission controls.
Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area. Ocean-going vessels in these areas are subject to stringent emission controls.
The EPA or individual U.S. states could enact environmental regulations that could negatively affect our operations. 51 Table of Contents Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time.
The first vessel, which was renamed M/V Oasea, was built in 2010 at Tsuneishi Zhoushan Shipbuilding, has a cargo-carrying capacity of 82,217 dwt and was delivered to the Company on March 27, 2023.
Liquidity and Capital Resources – Sale and Leaseback Transactions – April 2023 Neptune Sale and Leaseback.” The first vessel, which was renamed M/V Oasea, was built in 2010 at Tsuneishi Zhoushan Shipbuilding, has a cargo-carrying capacity of 82,217 dwt and was delivered to the Company on March 27, 2023.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.
The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements. 60 Table of Contents The USCG regulations, intended to align with international maritime security standards, effectively exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.
The gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the offering were exercised by the end of July 2022. As of March 31, 2023, 7,035,970 Class A warrants were outstanding expiring on July 20, 2027.
The gross proceeds of the offering were approximately $26.0 million. All the 1,200,000 pre-funded warrants issued in connection with the offering were exercised by the end of July 2022. As of March 28, 2024, 6,962,770 Class A warrants were outstanding expiring on July 20, 2027.
MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. We may incur costs to comply with these revised standards.
MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024.
These vessels are almost exclusively carry minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions.
These vessels are almost exclusively carry minor bulk cargo. Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are well suited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading and discharging.
In October 2022, the Compensation Committee of our board of directors granted awards under the plan to our directors and certain service providers of an aggregate of 1,000,000 restricted common shares.
In October 2022, the Compensation Committee of our board of directors granted awards under the plan of an aggregate of 1,000,000 restricted common shares. Of the total 1,000,000 shares issued, 800,000 shares were granted to the members of the board of directors of the Company and 200,000 shares were granted to certain of the Company’s service providers.
On July 11, 2022, we entered into separate memoranda of agreement with unaffiliated third parties, to acquire four second-hand tanker vessels, the MT Godam renamed Parosea, MT Mandala renamed Bluesea, MT Thunderbolt renamed Minoansea and the MT Timberwolf renamed Epanastasea (the “Acquired Vessels”), for an aggregate purchase price of $79.5 million.
On July 11, 2022, we entered into separate memoranda of agreement with unaffiliated third parties, to acquire four secondhand tanker vessels, which were renamed M/T Parosea, M/T Bluesea, M/T Minoansea and M/T Epanastasea (the “Acquired Vessels”), for an aggregate purchase price of $79.5 million.
Recent Developments On February 7, 2023, we entered into agreements with two unaffiliated third parties to purchase two Kamsarmax dry bulk vessels for an aggregate purchase price of $39.2 million, to be financed through a combination of cash on hand and proceeds from the March 2023 Neptune Sale and Leaseback (as defined in Item 5).
On February 7, 2023, we entered into agreements with two unaffiliated third parties to purchase two Kamsarmax dry bulk vessels for an aggregate purchase price of $39.2 million, to be financed through a combination of cash on hand and proceeds from the Neptune sale and leaseback transactions described under “Item 5. Operating and Financial Review and Prospects – B.
We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for our vessel. If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation. Other United States Environmental Initiatives The U.S.
If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation. Other United States Environmental Initiatives The U.S.
Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the Company’s vessels call.
Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws.
We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code. The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area.
These entities include the local port authorities (applicable national authorities such as the United States Coast Guard, or USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry), terminal operators and charterers.
These entities include the local port authorities (applicable national authorities such as the United States Coast Guard, or USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry), terminal operators and charterers. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels.
Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area. 42 Table of Contents In pool arrangements, vessels are pooled together with a group of other similar vessels for economies of scale and the earnings are pooled and distributed to the vessel owners according to a prearranged agreement.
Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area.
Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited.
Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that our vessels are currently compliant in all material respects with these regulations.
In December 2022, we entered into definitive agreements to acquire two Capesize vessels, the M/V Goodship and M/V Tradership from Seanergy for an aggregate purchase price of $36.25 million. The purchase of the vessels was made pursuant to the ROFR and the acquisition was approved by a special independent committee of our board of directors.
In December 2022, we entered into definitive agreements to acquire two Capesize vessels, the M/V Goodship and M/V Tradership from Seanergy for an aggregate purchase price of $36.25 million.
Seasonality Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period.
The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period.
International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 49 Table of Contents International Maritime Organization The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention.
In addition, our board of directors authorized a third share buyback plan in October 2022, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. Substantially, no repurchases have been made as of March 31 , 2023, pursuant to the third share buyback program.
In October 2022, our board of directors authorized a third share buyback plan, pursuant to which we may repurchase up to an additional $3.0 million of our outstanding common shares in the open market. As extended, this plan expires on December 31, 2024.
In the first months of 2023, the prices of dry bulk vessels have stabilized and gradually started to increase following China’s decision to rescind its zero-Covid policy and some signs of slowing inflation due to the coordinated action of central banks. Competition We operate in markets that are highly competitive and based primarily on supply and demand.
In the first half of 2023, the prices of dry bulk vessels stabilized and gradually started to increase following China’s decision to rescind its zero-Covid policy and some signs of slowing inflation due to the coordinated action of central banks.
Additional amendments to Annex VI became effective in April 2022, and revise, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.
Additional amendments to Annex VI became effective in April 2022, and revise, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil.
Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship Recycling Regulation 1257/2013 (SRR) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU.
The EU published its own Ship Recycling Regulation 1257/2013 (SRR) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU. As the Hong Kong Convention has yet to come into force, the 2013 regulations are vital to responsible ship recycling in the EU.
The technical management agreements with Seanergy Shipmanagement provide for a fixed management fee of $14,000 per vessel per month for the M/Vs Gloriuship, Oasea and Chrisea, and a fixed management fee of $10,000 per month for the M/V Goodship.
The technical management agreements with Seanergy Shipmanagement provide for a fixed monthly management fee of $14,000 per vessel. In 2023, we were paying to Seanergy Shipmanagement a fixed monthly management fee of $14,000 per vessel for the M/V Gloriuship, M/V Chrisea, M/V Oasea and M/V Cretansea.
On July 26, 2022, we issued an additional 5,000 Series C Preferred Shares to Seanergy in exchange for $5.0 million payable in cash in connection with the funding of the advance deposits payable for the Acquired Vessels. In August 2022, we took delivery of M/T Parosea and M/T Bluesea, two 113,553 dwt Aframax tankers, built in 2006 in South Korea.
On July 26, 2022, we issued an additional 5,000 Series C Preferred Shares to Seanergy in exchange for $5.0 million payable in cash in connection with the funding of the advance deposits payable for the Acquired Vessels.
Our LR2 tanker, M/T Epanastasea, is employed on a fixed rate time charter. A time charter is generally a contract to provide a ship for a predefined period to the charterer for an agreed daily rate, which can be fixed or index-linked.
Our three Panamax vessels and our two Kamsarmax vessels, are employed on time charters whose daily rates are linked to the BPI. A time charter is generally a contract to provide a ship for a predefined period to the charterer for an agreed daily rate, which can be fixed or index-linked.
European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
Any upcoming rule changes may have a financial impact on our vessels and may result in our vessels being banned from calling in US in case compliance issues arise. 56 Table of Contents European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
We currently operate one LR2 tanker vessel and three Capesize dry bulk vessels, one Kamsarmax dry bulk vessel and one Panamax dry bulk vessel, with an aggregate cargo-carrying capacity of approximately 795,812 dwt and an age of approximately 15.3 years.
We currently operate three Capesize dry bulk vessels, two Kamsarmax dry bulk vessels and three Panamax dry bulk vessels, with an aggregate cargo-carrying capacity of approximately 922,054 dwt and an age of approximately 14.7 years.
Unless three months’ notice of non-renewal is given by either party prior to the end of the current term, this agreement will automatically extend for additional 12-month periods. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.
Unless three months’ notice of non-renewal is given by either party prior to the end of the current term, this agreement will automatically extend for additional 12-month periods.
Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon came into effect in June 2022. The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW.
Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon came into effect in June 2022.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate. 46 Table of Contents The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, the CLC.
The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.
The financial statements presented in this annual report for periods from January 1, 2022 to July 5, 2022 and for the fiscal years ended December 31, 2021 and 2020 are carve-out financial statements of Seanergy’s consolidated historical financial statements.
The financial statements presented in this annual report for periods from January 1, 2022 to July 5, 2022 and for the fiscal year ended December 31, 2021 are carve-out financial statements of Seanergy’s consolidated historical financial statements. 39 Table of Contents Our common shares are listed on Nasdaq and began trading on the Nasdaq Capital Market on July 6, 2022 under the symbol “USEA”.
Charter hire rates paid for vessels are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role. Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and the different vessel categories.
Accordingly, charter rates and vessel values for those vessels are subject to less volatility. Charter hire rates paid for vessels are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role.
Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels and other vessels we may acquire could negatively impact the cost of our operations and adversely affect our business. 48 Table of Contents OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills.
Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention” which entered into force in September 2008, and prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
In jurisdictions such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis. 53 Table of Contents Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention” which entered into force in September 2008, and prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels.
The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which our vessels operate, the nationality of the vessels’ crew and the age of a vessel. We believe that we have obtained all permits, licenses and certificates currently required to permit our vessels to operate as planned.
Permits and Authorizations We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which our vessels operate, the nationality of the vessels’ crew and the age of a vessel.
The shares vest as follows: 333,344 shares vested on October 14, 2022, 333,328 shares vested on January 5, 2023 and 333,328 shares will vest on June 5, 2023. 37 Table of Contents In December 2022, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 1,500,000 shares, and granted awards under the plan to our directors and certain service providers of an aggregate of 700,000 restricted common shares.
The purchase of the vessels was made pursuant to the ROFR and the acquisition was approved by a special independent committee of our board of directors. 40 Table of Contents In December 2022, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 1,500,000 shares and granted awards under the plan to our directors and certain service providers of an aggregate of 700,000 restricted common shares.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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We refer you to the risk factor entitled “The market values of our vessels and other vessels we may acquire may decrease, which could limit the amount of funds that we can borrow in the future, trigger breaches of certain financial covenants under any future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.” Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
We refer you to the risk factor entitled “The market values of our vessels may decrease, which could limit the amount of funds that we can borrow in the future, trigger breaches of certain financial covenants under any future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.” Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective.
Net Cash provided by / used in Financing Activities Net cash provided by financing activities was $0.7 million for the period from January 1, 2022 to July 5, 2022 and related to an inflow of $1.3 million from the Parent and was partially offset by $0.6 million related to long term debt repayments.
Net Cash provided by in Financing Activities Net cash provided by financing activities was $0.7 million for the period from January 1, 2022 to July 5, 2022 and related to an inflow of $1.3 million from the Parent and was partially offset by $0.6 million related to long term debt repayments.
Implications of Being an Emerging Growth Company We had less than $1.07 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage or specified reduced reporting and other burdens that are otherwise applicable generally to public companies.
Implications of Being an Emerging Growth Company We had less than $1.235 billion in revenue during our last fiscal year, which means that we qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage or specified reduced reporting and other burdens that are otherwise applicable generally to public companies.
We will cease to be an emerging growth company if, among other things, we have more than $1.07 billion in “total annual gross revenues” during the most recently completed fiscal year. We may choose to take advantage of some, but not all, of these reduced burdens.
We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year. We may choose to take advantage of some, but not all, of these reduced burdens.
Our estimate is based on information available from various industry sources, including: • reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; • news and industry reports of similar vessel sales; • news and industry reports of sales of vessels that are not similar to our vessels and other vessels we may acquire where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; • approximate market values for our vessels and other vessels we may acquire or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; • offers that we may have received from potential purchasers of our vessels and other vessels we may acquire; and • vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
Our estimate is based on information available from various industry sources, including: • reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; • news and industry reports of similar vessel sales; 77 Table of Contents • news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; • approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; • offers that we may have received from potential purchasers of our vessels; and • vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
Operating Results Principal Factors Affecting Our Business The principal factors that affect our financial position, results of operations and cash flows include the following: • number of vessels owned and operated; • voyage charter rates; • time charter trip rates; • period time charter rates; • the nature and duration of our voyage charters; • vessels repositioning; • vessel operating expenses and direct voyage costs; • maintenance and upgrade work; • the age, condition and specifications of our vessels and other vessels we may acquire; • issuance of our common shares and other securities; • amount of debt obligations; and • financing costs related to debt obligations.
Operating Results Principal Factors Affecting Our Business The principal factors that affect our financial position, results of operations and cash flows include the following: • number of vessels owned and operated; • voyage charter rates; • time charter trip rates; • period time charter rates; • the nature and duration of our voyage charters; • vessels repositioning; • vessel operating expenses and direct voyage costs; • maintenance and upgrade work; • the age, condition and specifications of our vessels; • issuance of our common shares and other securities; • amount of debt obligations; and • financing costs related to debt obligations.
The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding the outliers) adjusted for commissions, expected off hires due to scheduled vessels’ maintenance and estimated unexpected breakdown off hires.
The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding the outliers) adjusted for commissions, expected off hires due to scheduled vessel maintenance and estimated unexpected breakdown off hires.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 54 Table of Contents Results of Operations of United Maritime Corporation (In thousands of U.S.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 63 Table of Contents Results of Operations of United Maritime Corporation (In thousands of U.S.
To minimize such subjectivity, our analysis for the year ended December 31, 2022, for which indicators of impairment were identified, also involved sensitivity analysis to the model input we believe is more important and likely to change.
To minimize such subjectivity, our analysis for the year ended December 31, 2023, for which indicators of impairment were identified, also involved sensitivity analysis to the model input we believe is more important and likely to change.
As described above, the initial effect of the invasion in Ukraine on the dry bulk freight and tanker markets ranged from neutral to positive, despite the short-term volatility in charter rates and increases on specific items of operating costs, mainly in the context of increased crew costs.
As described above, the initial effect of the invasion in Ukraine on the dry bulk freight market ranged from neutral to positive, despite the short-term volatility in charter rates and increases on specific items of operating costs, mainly in the context of increased crew costs.
The inflows were partially offset by an amount of $80.8 million paid in respect with the acquisition of four tanker vessels ( Bluesea , Parosea , Minoansea and Epanastasea ) and $12.7 million advances paid for the acquisitions of two Capesize vessels ( Goodship and Tradership ).
The inflows were partially offset by an amount of $80.8 million paid in respect with the acquisition of four tanker vessels (M/Ts Bluesea, Parosea, Minoansea and Epanastasea) and $12.7 million advances paid for the acquisitions of two Capesize vessels (M/Vs Goodship and Tradership).
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53 Table of Contents The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18.
Voyage expenses include port charges, bunker expenses, canal charges and other commissions. 62 Table of Contents Daily Vessel Operating Expenses. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses less pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs.
Voyage expenses include port charges, bunker expenses, canal charges and other commissions. Daily Vessel Operating Expenses. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses less pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs.
The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses, management fees and scheduled vessels’ maintenance. Our assessment concluded that no impairment loss should be recorded as of December 31, 2022 and 2021. Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.
The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled vessel maintenance. Our assessment concluded that no impairment loss should be recorded as of December 31, 2023 and 2022. Historically, the market values of vessels have experienced volatility, which from time to time may be substantial.
If these conditions are sustained, the longer-term net impact on the dry bulk freight or tanker markets and our business would be difficult to predict. Meanwhile, inflationary trends have not, and we do not expect them to have, a material impact on our results of operations.
If these conditions are sustained, the longer-term net impact on the dry bulk freight market and our business would be difficult to predict. Meanwhile, inflationary trends have not, and we do not expect them to have, a material impact on our results of operations.
Net Cash from Investing Activities Net cash provided by investing activities in the period from inception date (January 20, 2022) to December 31, 2022 was $6.5 million and represents $100.0 million proceeds received from the sale of three tanker vessels Bluesea , Parosea and Minoansea .
Net cash provided by investing activities in the period from inception date (January 20, 2022) through December 31, 2022 was $6.5 million and represents $100.0 million proceeds received from the sale of three tanker vessels (M/Ts Bluesea, Parosea and Minoansea).
Fluctuations in time charter rates are influenced by changes in spot charter rates. Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount.
Fluctuations in time charter rates are influenced by changes in spot charter rates. 73 Table of Contents Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed-upon total amount.
These include the following: Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat basis for our vessels comprising our fleet and other vessels we may acquire.
These include the following: Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered in on bareboat basis for our vessels comprising our fleet.
As a result, the charter-free market value of our vessels may have declined below the vessels’ carrying value, even though we would not impair the vessel’s carrying value under our accounting impairment policy.
As a result, the charter-free market value of our vessels may have declined below the vessels’ carrying value or right-of use assets, even though we would not impair the vessel’s carrying value or right-of use under our accounting impairment policy.
The difference between the carrying value of our vessels and their market value of $ 3.1 million and $NIL, as of December 31, 2022 and 2021, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessel, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2022.
The difference between the carrying value of our vessels or right-of use assets and their market value of $ 5.5 million and $3.1 million, as of December 31, 2023 and 2022, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold our vessel, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2023 and 2022.
The facility has a term of 18 months after the drawdown of the last tranche and would amortize through three quarterly instalments averaging $4.0 million commencing nine months from the drawdown date, followed by a $51.6 million balloon payable at maturity.
The facility originally had a term of 18 months after the drawdown of the last tranche and would amortize through three quarterly installments averaging $4.0 million commencing nine months from the drawdown date, followed by a $51.6 million balloon payable at maturity.
Vessels operating in the spot charter market and pool arrangements generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel-owners to the risk of declining dry bulk rates and rising fuel costs in case of voyage charters.
Vessels operating in the spot charter market or on index-linked time charters generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel-owners to the risk of declining dry bulk rates and rising fuel costs in case of voyage charters.
The table set forth below indicates (i) the carrying value of our vessels as of December 31, 2022 and December 31, 2021, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value.
The table set forth below indicates (i) the carrying value of our vessels and right-of use assets as of December 31, 2023 and December 31, 2022, respectively, and (ii) if we believe our vessels had a basic market value below their carrying value.
The carrying value includes, as applicable, vessel costs, plus any unamortized deferred dry-docking costs and costs of any equipment not yet installed.
The carrying value includes, as applicable, vessel costs or right-of use assets, plus any unamortized deferred dry-docking costs and costs of any equipment not yet installed.
Specifically, in the period from 2010 to 2021, the size of the dry bulk fleet in terms of deadweight tons grew by an annual average of about 6.3% while the corresponding growth in demand for dry bulk carriers grew by 3.2%, resulting in a drop of about 29% in the value of the BDI over the period.
Specifically, in the period from 2010 to 2023, the size of the dry bulk fleet in terms of deadweight tons grew by an annual average of about 5% while the corresponding growth in demand for dry bulk carriers grew by 3%, resulting in a drop of about 50% in the value of the BDI over the period.
The amended and restated facility bears a fixed interest of 7.90% and is repayable through two quarterly installments of $0.5 million and one of $1.0 million falling nine, twelve and fifteen months after the drawdown and a final balloon of $10.0 million payable at maturity.
The facility bore a fixed interest rate of 7.90% and was repayable through two quarterly installments of $0.5 million and one of $1.0 million falling nine, twelve and fifteen months after the drawdown and a final balloon of $10.0 million payable at maturity.
We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents.
We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held in U.S. dollars.
Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by other companies.
Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by other companies. The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses.
The facility agreement includes certain restrictions on dividends from the borrower’s accounts and other distributions. As of December 31, 2022, the total amount outstanding under this facility was $ 12.0 million.
The facility agreement included certain restrictions on dividends from the borrower’s accounts and other distributions. As of December 31, 2023, the total amount outstanding under this facility was $13.0 million.
In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels and other vessels we may acquire or prices that we could achieve if we were to sell them.
As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them.
For periods from January 1, 2022 up to July 5, 2022, the accompanying financial statements reflect the financial position and results of the carve-out operations of United Maritime Predecessor. For periods from January 20, 2022 up to December 31, 2022, the accompanying financial statements reflect the financial position and results of United Maritime Corporation and of its consolidated subsidiaries.
For periods from January 1, 2022 up to July 5, 2022, the accompanying financial statements reflect the financial position and results of the carve-out operations of United Maritime Predecessor.
This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors.” A.
Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors.” A.
In 2022, the BCTI reached a high of 2,143 and a low of 543. Since the financial crisis in 2008 the performance of the shipping indexes has been characterized by high volatility, as the growth in the size of the world fleet outpaced growth in vessel demand for an extended period of time.
Since the financial crisis in 2008 the performance of the shipping indexes has been characterized by high volatility, as the growth in the size of the world fleet outpaced growth in vessel demand for an extended period of time.
Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs and cost of any equipment not yet installed, may not be recoverable.
For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report. 76 Table of Contents Impairment of Long-lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs and cost of any equipment not yet installed or right-of use assets, may not be recoverable.
Net Cash from Operating Activities Net cash provided by operating activities in the period from inception date (January 20, 2022) to December 31, 2022 amounted to $7.9 million.
Net Cash from Operating Activities Net cash used in operating activities for the year ended December 31, 2023 amounted to $6.2 million. Net cash provided by operating activities in the period from inception date (January 20, 2022) through December 31, 2022 amounted to $7.9 million.
(Amounts in thousands of US Dollars) Fleet data: For the period from January 20, 2022 (date of inception) to December 31, 2022 Ownership days 614 Available days 614 Operating days 610 Fleet utilization 99.3 % Average daily results: TCE rate(1) $ 28,752 Daily Vessel Operating Expenses(2) $ 7,265 (Amounts in US Dollars) United Maritime Predecessor Fleet data: For the period from January 1, 2022 through July 5, 2022 For the year ended December 31, 2021 For the year ended December 31, 2020 Ownership days 186 365 366 Available days 126 365 366 Operating days 116 363 362 Fleet utilization 62.3 % 99.5 % 98.9 % Average daily results: TCE rate(1) $ 16,267 $ 19,972 $ 11,025 Daily Vessel Operating Expenses(2) $ 5,914 $ 6,321 $ 5,393 (1) We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S.
United Maritime Corporation Fleet Data: Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Ownership days 2,339 614 Available days 2,200 614 Operating days 2,143 610 Fleet utilization 91.6 % 99.3 % Average Daily Results: TCE rate(1) $ 15,380 $ 28,752 Daily Vessel Operating Expenses(2) $ 6,861 $ 7,265 United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Fleet Data: Ownership days 186 Available days 126 Operating days 116 Fleet utilization 62.3 % Average Daily Results: TCE rate(1) $ 16,267 Daily Vessel Operating Expenses(2) $ 5,914 74 Table of Contents (1) We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S.
The inflows were partially offset by $34.8 million repayments of long-term debt, $10.5 million from the redemption of Series C preferred shares, $6 million payments for repurchases of common stock, $0.9 million payments of financing and stock issuance costs and $0.2 million dividends paid on Series C preferred shares.
The inflows were partially offset by $34.8 million repayments of long-term debt, $10.5 million from the redemption of Series C preferred shares, $6 million payments for repurchases of common stock, $0.9 million payments of financing and stock issuance costs and $0.2 million dividends paid on Series C preferred shares. 68 Table of Contents Cash Flows of United Maritime Predecessor Cash and cash equivalents as at July 5, 2022 was $0.4 million.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 32% for Capesize vessels of the Company, we would not require to recognize impairment for the year ended December 31, 2022. No impairment indicators existed for the year ended December 31, 2021.
Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 24 % for Capesize vessels and 13% for Panamax and Kamsarmax vessels, we would not require to recognize impairment for the year ended December 31, 2023.
The July 2022 EnTrust Facility is secured by a first priority mortgage over the M/V Gloriuship, general assignments covering earnings, insurances and requisition compensation of the vessel, account pledge agreements concerning the earnings account of the vessel, share pledge agreements concerning the vessel-owning subsidiary’s shares and relevant technical and commercial managers’ undertakings.
The August 2023 EnTrust Facility was secured by a first priority mortgage and a general assignment covering earnings, insurances and requisition compensation over the M/V Exelixsea, an account pledge agreement concerning the earnings account of the vessel, a shares security agreement concerning the vessel-owning subsidiary’s shares and relevant technical and commercial managers’ undertakings.
Maritime transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs.
It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Maritime transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs.
Net Cash used in Investing Activities Net cash used in investing activities was $0.5 million for the period from January 1, 2022 to July 5, 2022 and relates to enhancement of vessel’s performance. Net cash used in investing activities was $0.06 million and $0.01 million for 2021 and 2020, respectively and relates to vessel improvements due to new regulations.
Net Cash used in Operating Activities Net cash used in operating activities in the period from January 1, 2022 to July 5, 2022 amounted to $0.6 million. Net Cash used in Investing Activities Net cash used in investing activities was $0.5 million for the period from January 1, 2022 to July 5, 2022 and relates to enhancement of vessel’s performance.
The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses. 63 Table of Contents (In thousands of US Dollars, except operating days and TCE rate) For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel revenue, net $ 22,784 Less: Voyage expenses 5,245 Time charter equivalent revenues $ 17,539 Operating days 610 TCE rate $ 28,752 (In US Dollars, except operating days and TCE rate) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 For the year ended December 31, 2021 For the year ended December 31, 2020 Vessel revenue, net $ 2,327 $ 7,395 $ 4,124 Less: Voyage expenses 440 145 133 Time charter equivalent revenues $ 1,887 $ 7,250 $ 3,991 Operating days 116 363 362 TCE rate $ 16,267 $ 19,972 $ 11,025 (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel operating expenses $ 5,179 Less: Pre-delivery expenses 718 Vessel operating expenses before pre-delivery expenses $ 4,461 Ownership days 614 Daily Vessel Operating Expenses $ 7,265 (In US Dollars, except ownership days and Daily Vessel Operating Expenses) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 For the year ended December 31, 2021 For the year ended December 31, 2020 Vessel operating expenses $ 1,100 $ 2,307 $ 1,974 Ownership days 186 365 366 Daily Vessel Operating Expenses $ 5,914 $ 6,321 $ 5,393 64 Table of Contents E.
(In thousands of US Dollars, except operating days and TCE rate) United Maritime Corporation Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel revenue, net $ 36,067 $ 22,784 Voyage expenses $ (3,107 ) $ (5,245 ) Time charter equivalent revenues $ 32,960 $ 17,539 Operating days 2,143 610 TCE rate $ 15,380 $ 28,752 (In thousands of US Dollars, except operating days and TCE rate) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel revenue, net $ 2,327 Voyage expenses $ (440 ) Time charter equivalent revenues $ 1,887 Operating days 116 TCE rate $ 16,267 75 Table of Contents (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) United Maritime Corporation Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) to December 31, 2022 Vessel operating expenses 20,338 5,179 Pre-delivery expenses (4,291 ) (718 ) Vessel operating expenses before pre-delivery expenses $ 16,047 $ 4,461 Ownership days 2,339 614 Daily Vessel operating expenses $ 6,861 $ 7,265 (In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) United Maritime Predecessor For the period from January 1, 2022 through July 5, 2022 Vessel operating expenses $ 1,100 Ownership days 186 Daily Vessel operating expenses $ 5,914 E.
In the short term, the effect of the invasion of Ukraine has been mildly positive for the dry bulk and tanker markets market, yet the overall longer term effect remains uncertain.
The effect of the invasion of Ukraine was mildly positive for the dry bulk market in the first half of 2022, yet the overall longer-term effect remains uncertain.
In 2022, the total size of the dry bulk fleet rose by about 2.8%, compared to demand decline of 1.8%, which resulted in a 32% decrease in the BDI. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 1.9% in 2023, compared to similar expected demand growth of 2.2%.
In 2023, the total size of the dry bulk fleet rose by about 3.1%, compared to demand growth of 5.2%. According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 2.3% in 2024, compared to expected demand growth of 1.5%.
Cash Flows of United Maritime Corporation Cash and cash equivalents and restricted cash, non-current, as at December 31, 2022 were $ 69.9 million. We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held in U.S. dollars.
We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held primarily in U.S. dollars, with minimal amounts held in Euro .
August 2022 EnTrust Facility In August 2022, we entered into a secured loan new facility of $63.6 million (the “August 2022 EnTrust Facility”) with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum.
On December 5, 2023, the total amount outstanding under this facility was fully repaid in connection with the entry into the Huarong Sale and Leaseback and all obligations under the facility were irrevocably and unconditionally discharged. 69 Table of Contents Loan Facilities repaid after December 31, 2023 August 2022 EnTrust Facility In August 2022, we entered into a secured loan facility of $63.6 million (the “August 2022 EnTrust Facility”) with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders to partially finance the acquisition of the M/Ts Parosea, Bluesea, Minoansea and Epanastasea at a fixed rate of 7.90% per annum.
However, one potential area of impact has to do with the crewing of our vessels, as Ukraine and Russia are major crewing hubs for the shipping industry. As a result, we expect disruptions and increased costs might be encountered in sourcing crew members for our fleet.
However, one potential area of impact has to do with the crewing of our vessels, as Ukraine and Russia are major crewing hubs for the shipping industry.
The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions we consider to be indicators of a potential impairment for our vessels. We determine undiscounted projected operating cash flows, for each vessel with an impairment indicator and compare it to the vessel’s carrying value.
The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions we consider to be indicators of a potential impairment for our vessels and right-of use assets.
On December 20, 2021, the vessel-owning subsidiary of the M/V Geniuship fully prepaid the amount of $14.6 million outstanding under the respective tranche. 59 Table of Contents On July 28, 2022, the July 2020 EnTrust Facility was amended and restated with the purpose to increase the facility from the total amount outstanding of $4.6 million on that date to $14.0 million, change the maturity to February 2024, alter the guarantor of the facility to the Company and cancel all applicable financial covenants with no material changes in the other terms of the loan facility (the “July 2022 EnTrust Facility”).
On July 28, 2022, the July 2022 EnTrust Facility was amended and restated in order to (i) increase the facility from the total amount outstanding of $4.6 million to $14.0 million, (ii) change the maturity to February 2024, (iii) alter the guarantor of the facility to the Company and (iv) cancel all applicable financial covenants with no material changes in the other terms of the loan facility.
The 2022 cash inflows resulted mainly from $73.0 million proceeds from long term debt, $25.0 million proceeds from issuance of common stock and warrants and $10 million proceeds from issuance of Series C preferred shares.
Net cash provided by financing activities in the period from inception date (January 20, 2022) through December 31, 2022 was $55.6 million. The 2022 cash inflows resulted mainly from $73.0 million proceeds from long term debt, $25.0 million proceeds from issuance of common stock and warrants and $10 million proceeds from issuance of Series C preferred shares.
When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than its carrying amount, we impair the carrying amount of the vessel. Measurement of the impairment loss is based on the fair value of the asset as determined by independent valuators and use of available market data.
When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than its carrying amount, we impair the carrying amount of the vessel or right-of use assets.
Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues. Fleet utilization.
The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues. 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 periodically dry-dock our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Time charter.
The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. Dry-docking. We periodically dry-dock our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Time charter.
Research and development, patents and licenses, etc. Not applicable. D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessel. Over the course of 2022, the BDI registered a low of 965 and a high of 3,369, while the BDTI reached a high of 2,496 and a low of 679.
Research and development, patents and licenses, etc. None. D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2023, the BDI registered a low of 530 on February 16 , 2023 and a high of 3,346 on December 4 , 2023.
On August 1, 2022, the drawdown was completed resulting to a new balance outstanding of $14.0 million. In connection with the sale of M/Ts Parosea and Bluesea, the Company prepaid $2.0 million against the July 2022 EnTrust Facility.
The amended and restated July 2022 Entrust Facility was fully drawn on August 1, 2022. In connection with the sale of M/Ts Parosea and Bluesea, the Company prepaid $2.0 million of the July 2022 EnTrust Facility, as agreed with the lenders in November 2022 pursuant to a side letter.
Gain on sale of vessels – The gain in the year ended December 31, 2022 is attributable to the sale of our tanker vessels. An aggregate $1 million commission fee paid to Seanergy Management for the sale of the three tankers in 2022 is included as on offset to the gain.
An aggregate amount of $0.4 million was paid to Seanergy Management for this sale in 2023, representing 1% of the gross sale price. The gain of $36.1 million in the year ended December 31, 2022 is attributable to the sale of three tanker vessels.
Dollars) For the period from January 1, 2022 through July 5, 2022 For the year ended December 31, 2021 For the year ended December 31, 2020 Revenues: Vessel revenue, net 2,327 7,395 4,124 Expenses: Voyage expenses (440 ) (145 ) (133 ) Vessel operating expenses (1,100 ) (2,307 ) (1,974 ) Management fees – related party (136 ) (237 ) (238 ) Management fees (66 ) (105 ) (102 ) General and administrative expenses (341 ) (613 ) (301 ) Depreciation and amortization (667 ) (1,073 ) (1,075 ) Operating (loss) / income (423 ) 2,915 301 Other (expenses) / income, net: Interest and finance costs, net (324 ) (744 ) (708 ) Gain on debt refinancing - - 1,491 Other, net 10 (1 ) 7 Total other (expenses) / income, net (314 ) (745 ) 790 Net (loss) / income (737 ) 2,170 1,091 55 Table of Contents Period from January 1, 2022 through July 5, 2022 (2022 Predecessor Period) and Period from July 5, 2022 through December 31, 2022 (2022 Company Period) compared to year ended December 31, 2021 (2021 Predecessor Year) Vessel Revenue, Net – Vessel revenue, net increased by $ 17.7 million or 240 % and is attributable to the increase in the size of our fleet following the tanker acquisitions and in prevailing charter rates.
Dollars) For the period from January 1, 2022 through July 5, 2022 Revenues: Vessel revenue, net 2,327 Expenses: Voyage expenses (440 ) Vessel operating expenses (1,100 ) Management fees – related party (136 ) Management fees (66 ) General and administrative expenses (341 ) Depreciation and amortization (667 ) Operating loss (423 ) Other (expenses) / income, net: Interest and finance costs (324 ) Other, net 10 Total other expenses, net (314 ) Net loss (737 ) Year ended December 31, 2023 as compared to Period from July 5, 2022 through December 31, 2022 (2022 Company Period) and Period from January 1, 2022 through July 5, 2022 (2022 Predecessor Period) Vessel Revenue, Net – Vessel revenue, net increased by $11.0 million or 44% in 2023 and is mainly attributable to the increase in the size of our fleet resulting to an increase of operating days from 726 days in 2022 to 2,143 days in 2023.
For purposes of this calculation, we assumed that the vessel would be sold at a price that reflected our estimate of their charter-free market value as of December 31, 2022. ​ ​ Carrying value plus unamortized dry-docking costs and cost of any equipment not yet installed as of (in millions of U.S. dollars) Vessel ​ Year Built ​ Dwt December 31, 2022 ​ December 31, 2021 Gloriuship ​ 2004 ​ 171,314 17.6 * 12.4 Epanastasea 2008 109,647 20.3 - TOTAL 37.9 12.4 * Indicates Company’s vessels for which we believe, as of December 31, 2022 and 2021, the basic charter-free market value was lower than the vessel’s carrying value plus unamortized dry-docking costs and cost of any equipment not yet installed. 65 Table of Contents Our estimate of charter-free market value assume that our vessels were in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind.
For purposes of this calculation, we assumed that the vessel would be sold at a price that reflected our estimate of their charter-free market value as of December 31, 2023 and 2022. ​ Carrying value plus unamortized dry-docking costs and cost of any equipment not yet installed as of (in millions of U.S. dollars) Vessel Year Built Dwt December 31, 2023 ​ December 31, 2022 Gloriuship 2004 171,314 15.9 * 17.6 * Goodship 2005 177,536 16.2 - Tradership 2006 179,925 20.0 * - Oasea 2010 82,217 18.7 - Cretansea 2009 81,508 18.9 * - Chrisea 2013 78,173 21.5 * - Synthesea 2015 78,020 26.2 * - Exelixsea 2011 76,361 17.6 - Epanastasea 2008 109,647 - 20.3 TOTAL 155.0 37.9 * Indicates Company’s vessels or right-of use assets for which we believe, as of December 31, 2023 and 2022, the basic charter-free market value was lower than the vessel’s carrying value or right-of use assets plus unamortized dry-docking costs and cost of any equipment not yet installed.
Under the terms of the amended agreement, the $15.2 million tranche secured by the M/T Minoansea remained blocked in favor of the security agent until the acquisition of the new vessels and the fixed interest rate was amended to 9.00% per annum.
Under the terms of the amended agreement, the fixed interest rate was amended to 9.00% per annum and the $15.2 million tranche that was previously secured by the M/T Minoansea was replaced by two tranches of $7.0 and $8.2 million, secured by the M/V Goodship and M/V Tradership, respectively.
Management Fees – Management fees amounted to $ 0.3 million for 2022 and $0.1 million for 2021. The increase in 2022 is attributable to the increase in ownership days. General and Administrative Expenses – General and administrative expenses amounted to $5.9 million and $0.6 million for 2022 and 2021 respectively.
The increase is related to the increase in ownership days for vessels that were under related parties’ management, from 365 days in 2022 to 1,208 days in 2023. Management Fees – Management fees amounted to $0.5 million in 2023 and $0.3 million in 2022.
Loss on extinguishment of debt – The loss in the year ended December 31, 2022 is attributable to the prepayment of the EnTrust facility tranches associated with the tankers sold in the year.
Loss on extinguishment of debt – The loss in the year ended December 31, 2023 is attributable to the loss of $0.03 million following the repayment of the July 2022 EnTrust Facility and a loss of $0.06 million following the repayment of the August 2022 EnTrust Facility.
Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. B. Liquidity and Capital Resources As of December 31, 2022, we did not have any contractual obligations other than the loan agreements and capital expenditures for vessels acquisitions described below.
Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. 66 Table of Contents B.
Fleet utilization is the percentage of time that our vessels was generating revenues and is determined by dividing operating days by ownership days for the relevant period. Off-hire. The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter. Dry-docking.
Fleet utilization is the percentage of time that our vessels was generating revenues and is determined by dividing operating days by ownership days for the relevant period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for unforeseen events. Off-hire.
In particular, the Company’s pool managers aggregate the revenues and expenses of all pool participants and distribute the net earnings to participants. TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period.
Under voyage charters, voyage expenses, such as port charges, bunker expenses, canal charges and other commissions, are paid by the vessel owner, who also pays vessel operating expenses. TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period divided by the number of our operating days during the period.
On February 22, 2023, we announced the initiation of a regular quarterly cash dividend of $0.075 per common share and declared a dividend of $0.075 per share for the fourth quarter of 2022.
On February 19, 2024, we declared a cash dividend of $0.075 per share for the fourth quarter of 2023. The quarterly dividend will be paid on or about April 10, 2024 to all shareholders of record as of March 22, 2024.
Each bareboat charterer will be required to maintain a value maintenance ratio (as defined therein) of at least 120% of the charterhire principal until the first-year anniversary and at any time thereafter, at least 130%. Furthermore, each bareboat charterer will be required to maintain minimum liquidity of $0.35 million in its operating account.
The Company is required to maintain a security cover ratio (as defined in the bareboat charter) of at least 120% for the first twelve months and at least 130% thereafter. In addition, the lessee is required to maintain minimum liquidity of approximately $0.4 million in its operating account.
Dollars) For the period from January 20, 2022 (date of inception) to December 31, 2022 Revenues: Vessel revenue, net 22,784 Expenses: Voyage expenses (5,245 ) Vessel operating expenses (5,179 ) Management fees (241 ) Management fees-related party (285 ) General and administrative expenses (5,524 ) Depreciation and amortization (1,903 ) Gain on sale of vessels 36,095 Operating Income 40,502 Other income / (expenses), net Interest and finance costs (2,452 ) Loss on extinguishment of debt (593 ) Other,net 33 Total other expenses, net (3,012 ) Net income 37,490 Net income attributable to common stockholders 35,086 Results of Operations of United Maritime Predecessor United Maritime Predecessor (In thousands of U.S.
Dollars, except for share and per share data) Change Year ended December 31, 2023 For the period from January 20, 2022 (date of inception) through December 31, 2022 Amount % Revenues: Vessel revenue, net 36,067 22,784 13,283 58 % Expenses: Voyage expenses (3,107 ) (5,245 ) 2,138 (41 )% Vessel operating expenses (20,338 ) (5,179 ) (15,159 ) 293 % Management fees-related party (1,421 ) (285 ) (1,136 ) 399 % Management fees (545 ) (241 ) (304 ) 126 % General and administration expenses (6,018 ) (5,524 ) (494 ) 9 % Depreciation and amortization (9,363 ) (1,903 ) (7,460 ) 392 % Gain on sale of vessel, net 11,804 36,095 (24,291 ) (67 )% Operating income 7,079 40,502 (33,423 ) (83 )% Other income / (expenses), net: Interest and finance costs (7,183 ) (2,452 ) (4,731 ) 193 % Interest and other income 542 39 503 1,290 % Loss on extinguishment of debt (85 ) (593 ) 508 (86 )% Other, net (132 ) (6 ) (126 ) 2,100 % Total other expenses, net: (6,858 ) (3,012 ) (3,846 ) 128 % Net income 221 37,490 (37,269 ) (99 )% Net income attributable to common stockholders 126 35,086 (34,960 ) (100 )% Net income per common share Basic 0.02 7.79 Diluted 0.02 4.92 Weighted average number of common shares outstanding Basic 8,359,487 4,503,397 Diluted 8,359,487 7,299,561 64 Table of Contents Results of Operations of United Maritime Predecessor (In thousands of U.S.
On March 31, 2023, following the delivery of the M/V Oasea, the Company entered into the $12.25 million sale and leaseback agreement with Neptune Maritime Leasing Limited, in order to finance part of the vessel’s acquisition cost. The main terms of the agreement are as stated in the commitment letter described above. 60 Table of Contents C.
Sale and Leaseback Transactions Sale and Leaseback Activities initiated during the year ended December 31, 2023 March 2023 Neptune Sale and Leaseback 70 Table of Contents On March 31, 2023, following the delivery of M/V Oasea, the Company entered into a $12.25 million sale and leaseback agreement with a subsidiary of Neptune Maritime Leasing Ltd.
The increase is attributable to the financing obtained for the acquisition of the four tanker vessels and an upsize amount received for vessel Gloriuship which was partially offset by the decrease of weighted average interest rate on our outstanding debt from approximately 10.5% to 7.9% for 2021 and 2022, respectively.
The increase is attributable to the financing obtained for the vessels Oasea, Cretansea, Gloriuship, Tradership and Goodship and the increase of the weighted average interest rate on our outstanding debt from approximately 7.9% in 2022 to 8.7% in 2023. Interest and Other Income – Interest and other income amounted to $0.5 million in 2023 and $0.04 million in 2022.
Accordingly, none of Seanergy’s cash, cash equivalents or debt at the corporate level have been assigned to the United Maritime Predecessor in the financial statements prior to Spin-Off.
Accordingly, none of Seanergy’s cash, cash equivalents or debt at the corporate level were assigned to the United Maritime Predecessor in the financial statements prior to Spin-Off. Please see Item 5.A of our Form 20-F filed with the Commission on April 4, 2023 for a discussion of the year-to-year comparison between 2022 and 2021.
Our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance. As at December 31, 2022, working capital surplus amounted to $ 34.6 million.
As of the date of this annual report, our cash flow projections indicate that cash on hand and cash to be provided by operating activities, financing activities and investing activities or a combination of any of those (i.e. debt agreements, vessel sales, sale and leaseback activities and finance leases) will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance, including obligations arising from purchase options in finance lease agreements and for vessel acquisitions.
In December 2022, as part of the sale of the M/T Minoansea and the acquisitions of the M/Vs Goodship and Tradership, the Company reached an agreement with the lenders to replace the collateral under the August 2022 EnTrust Facility secured by the M/T Minoansea.
On January 30, 2023 , as part of the sale of the M/T Minoansea and the acquisitions of the M/Vs Goodship and Tradership, we entered into a deed of accession, amendment and restatement of the August 2022 EnTrust Facility in order to replace the collateral vessel securing this facility.
We will require capital to fund ongoing operations and capital expenditures for vessels’ scheduled surveys, vessel improvements to meet new regulations, for any future vessel acquisitions and to pay dividends. Prior to the Spin-Off, we were a fully consolidated subsidiary of Seanergy, a holding company with significant cash reserves and proven access to the equity capital markets and debt financing.
The Company's management believes that securing financing for the M/V Chrisea purchase option is probable. We will require capital to fund ongoing operations and capital expenditures for our vessels’ scheduled surveys, vessel improvements to meet new regulations, for any future vessel acquisitions and to pay dividends.
On July 15, 2020, Seanergy’s subsidiaries owning the M/V Gloriuship and the M/V Geniuship entered into a secured loan facility of $22.5 million with Kroll Agency Services Limited and Kroll Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders, or the July 2020 EnTrust Facility, with Seanergy acting as the guarantor, and the amount of $22.5 million was drawn down on July 16, 2020.
Loan Arrangements Loan Facilities repaid during the years ended December 31, 2023 July 2022 EnTrust Facility On July 1, 2022, the loan facility entered into between Seanergy and Kroll Agency Services Limited and Kroll Trustee Services Limited as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders, for the M/V Gloriuship , was amended for the purposes of replacing Seanergy with the Company as guarantor upon the consummation of the Spin-Off (the “July 2022 Entrust Facility”).
Management Fees – related party – Management fees to related party amounted to $ 0.4 million for 2022 and $0.2 million for 2021 related to increase in ownership days due to acquisition of four tanker vessels and due to the fees charged based on the new management agreement with Seanergy Shipmanagement.
The increase is primarily attributable to the increase in ownership days from 800 ownership days in 2022 to 2,339 in 2023. Management Fees – related party – Management fees to related party amounted to $1.4 million in 2023 and $0.4 million in 2022.
Please see the reconciliation below of TCE rate to net revenues from vessels, the most directly comparable U.S. GAAP measure. Voyage Expenses – Voyage expenses amounted to $ 5.7 million for 2022 and $0.1 million for 2021.
This increase was partially offset by a decrease in TCE rate in 2023 compared of that of 2022. Please see the reconciliation of TCE rate to net revenues from vessels, the most directly comparable U.S. GAAP measure in “Item 5. Operating and Financial Review and Prospects – D. Trend Information – Key Performance Indicators”.
The increase in 2022 is due to one of our vessels being employed in the spot market where such expenses are borne by the owners. Our vessel was chartered under time charter arrangement throughout 2021. Vessel Operating Expenses – Vessel operating expenses amounted to $ 6.3 million in 2022 and to $2.3 million in 2021.
Voyage Expenses – Voyage expenses amounted to $3.1 million in 2023 and $5.7 million in 2022. The decrease is attributed to the 114 operating days that our fleet was chartered in the spot market in 2022 compared to 44 days in 2023, during which such expenses are borne by the owners.
Although inflation has had a moderate impact on our vessel operating expenses and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years.
Apart from the effect on the dry bulk market, the current situation presents a significant safety hazard for all vessels transiting the Red Sea, and could ultimately potentially result in heavy damage being sustained due to successful missile strikes. 72 Table of Contents Although inflation has had a moderate impact on our vessel operating expenses and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment.
Net cash used in financing activities was $0.7 million for 2020 and is related to an outflow of $9.0 million to long term debt repayments, $0.2 million payments of financing costs. The outflows were partially offset by an inflow of $6.5 million proceeds from long term debt and $2 million of parent investment.
The inflows were partially offset by $31.9 million repayments of long-term debt and other financial liabilities, $9.4 million dividend payments, $2.7 million payments for finance lease liabilities, $1.8 million payments of financing costs and $0.7 million payments for repurchases of common stock.
Following the prepayment of the tranches secured by the M/Ts Parosea and Bluesea, the facility amortizes through three quarterly instalments averaging $2.0 million commencing nine months after the original drawdown date, followed by a $25.2 million balloon payable at maturity.
Following the 2023 amendments, the August 2022 EnTrust Facility was repayable through one installment of $ 0.5 million on the twelfth month after the original drawdown date, and an installment of $ 1.5 million on the fifteenth month after the original drawdown date, followed by a balloon installment of $13.0 million payable at maturity.

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Item 6. [Reserved]

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

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Since June 2017 she is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 to 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
Since June 2017 is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 and 2017 she provided advisory services to corporate clients involved in all aspects of the maritime industry.
Prior to assuming his position in Alpha Finance, he served as Head of Investor Relations for the Alpha Bank Group for more than 10 years, with a focus on the institutional shareholding base of the bank.
Prior to assuming his position in Alpha Finance, he served as Head of Investor Relations of the Alpha Bank Group for more than 10 years, with a focus on the institutional shareholding base of the bank.
During his tenure, he was actively engaged in all the significant capital raisings that Alpha Bank Group successfully concluded in the Equity and Debt Capital markets. Prior to this, Mr. Kostopoulos served as Fund Manager in Alpha Asset Management M.F.M.C. and he has also held positions in the Private Banking and Treasury units of the Alpha Bank Group. Mr.
During his tenure, he was actively engaged in all the significant capital raisings that Alpha Bank Group successfully concluded in the Equity and Debt Capital Markets. Prior to this, Mr. Kostopoulos served as Fund Manager in Alpha Asset Management M.F.M.C. and he has also held positions in the Private Banking and Treasury units of the Group. Mr.
Compensation Committee Our compensation committee consists of Dimitrios Kostopoulos and Ioannis Kartsonas, each of whom is an independent director. The compensation committee reviews and approves the compensation of our executive officers. Nominating Committee Our nominating committee consists of Christina Anagnostara and Ioannis Kartsonas, each of whom is an independent director.
Compensation Committee Our compensation committee consists of Ioannis Kartsonas and Dimitrios Kostopoulos, each of whom is an independent director. The compensation committee reviews and approves the compensation of our executive officers. Nominating Committee Our nominating committee consists of Christina Anagnostara and Ioannis Kartsonas, each of whom is an independent director.
On October 14, 2022, the Plan was amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 1,500,000 shares. On December 28, 2022, the Plan was further amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 2,000,000 shares.
On October 14, 2022, the Plan was amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 1,500,000 shares. On December 28, 2022, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 2,000,000 shares.
Gyftakis has held key positions across a broad shipping finance spectrum, including, asset backed lending, debt and corporate restructurings, risk management, financial leasing and loan syndications. Before joining Seanergy, he was a Senior Vice President in the Greek shipping finance desk at DVB Bank SE. Mr.
Gyftakis has held key positions across a broad shipping finance spectrum, including, asset backed lending, debt and corporate restructurings, risk management, financial leasing and loan syndications. Before joining Seanergy, he was a Senior Vice President on the Greek shipping finance desk at DVB Bank SE. Mr.
Gyftakis is also Seanergy’s Chief Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 17 years of experience in banking and corporate finance with focus on the shipping sector. Mr.
Gyftakis is also Seanergy’s Chief Financial Officer and has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. He has more than 18 years of experience in banking and corporate finance with focus on the shipping sector. Mr.
He also serves in the board of directors of Breakwave Advisors LLC, the advisor of ETFMG (the manager of the NYSE listed BDRY and BSEA) and is a fellow of the Institute of Chartered Shipbrokers. Stavros Gyftakis is our Chief Financial Officer and a director in our board of directors. Mr.
He also serves in the board of directors of Breakwave Advisors LLC, the advisor of ETFMG (the manager of the NYSE listed BDRY and BSEA) and is a fellow of the Institute of Chartered Shipbrokers. Stavros Gyftakis is our Chief Financial Officer and a member of our board of directors. Mr.
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. D. Employees We have two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employ Ms. Theodora Mitropetrou, our general counsel. In addition, we employ a support staff consisting of three employees. E.
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. D. Employees We have two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employ Ms. Theodora Mitropetrou, our general counsel. In addition, we employ a support staff consisting of two employees. 81 Table of Contents E.
Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly known as Cass Business School) of City University in London. No family relationships exist among any of the directors and executive officers.
Kostopoulos holds a Master of Science (MSc) in Shipping Trade & Finance from Bayes Business School (formerly named Cass Business School) of City University in London. No family relationships exist among any of the directors and executive officers.
Kostopoulos is also the Chief Executive Officer of Alpha Finance S.A., the brokerage arm of Alpha Bank Group, a leading Group of the financial sector in Greece. He has more than 20 years of experience in the financial services industry.
Kostopoulos is the Chief Executive Officer of Alpha Finance S.A., the brokerage arm of Alpha Bank Group, one of the leading Groups of the financial sector in Greece. He has more than 20 years of experience in the financial services industry.
Board Diversity Matrix (As of April 3, 2023) To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers Country of Principal Executive Offices Greece Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Board Diversity Matrix (As of March 28, 2024) To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers Country of Principal Executive Offices Greece Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Biographical information with respect to each of our directors and our executive officers is set forth below. Stamatios Tsantanis is the founder and the Chairman, Chief Executive Officer and a director in our board of directors. Mr.
Biographical information with respect to each of our directors and our executive officers is set forth below. Stamatios Tsantanis is the founder and the Chairman, Chief Executive Officer and a member of our board of directors. Mr.
Compensation For the year ended December 31, 2022, the Company paid its executive officers and directors aggregate compensation and bonus of $1.4 million. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.
Compensation For the year ended December 31, 2023, the aggregate cash compensation and bonus for the Company's executive officers and directors amounted to $1.5 million. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees.
Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” 69 Table of Contents
Share Ownership The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.” F. Disclosure of a registrant’s action to recover erroneously awarded compensation. None.
She has more than 25 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit. Before joining Seanergy, she has served in executive and board positions of publicly listed companies in the maritime industry and she was responsible for the financial, capital raising and accounting functions.
Before joining Seanergy, she served in executive and board positions of publicly listed companies in the maritime industry and she was responsible for the financial, capital raising and accounting functions.
Gyftakis received his Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) in London with Distinction and holds a Master of Science (MSc) in Business Mathematics, awarded with Honors, from the Athens University of Economics and Business and a Bachelor of Science (BSc) in Mathematics from the Aristotle University of Thessaloniki.
Gyftakis received his Master of Science (MSc) in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) in London with Distinction.
Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. Equity Incentive Plan Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”).
Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.
During his tenure, he managed one of the largest freight futures funds globally. Prior to this role, Mr. Kartsonas was a Co-Founder and Portfolio Manager at Sea Advisors Fund, an investment fund focused in Shipping. From 2004 to 2009, he was the leading Transportation Analyst at Citi Investment Research covering the broader transportation space, including the shipping industry.
Kartsonas was a Co-Founder and Portfolio Manager at Sea Advisors Fund, an investment fund focused in shipping. From 2004 to 2009, he was the leading Transportation Analyst at Citi Investment Research covering the broader transportation space, including the shipping industry. Prior to that, he was an Equity Analyst focusing on shipping and energy for Standard & Poor’s Investment Research. Mr.
Tsantanis is also currently the Chairman of the board of directors and the Chief Executive Officer of Seanergy since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk company of approximately 2.8 million dwt. Mr. Tsantanis also served as Seanergy’s Interim Chief Financial Officer from November 2013 until October 2018. Mr.
Tsantanis is currently the Chairman of the board of directors and the Chief Executive Officer of Seanergy, serving in the role since October 2012 and has led Seanergy’s significant growth to a world-renowned Capesize dry bulk company with a carrying capacity of approximately 3.1 million dwt. Mr.
Tsantanis has been actively involved in the shipping and finance industry since 1998 and has held senior management positions in prominent private and public shipping companies and financial institutions.
Tsantanis also served as Seanergy’s Interim Chief Financial Officer from November 2013 until October 2018. Mr. Tsantanis has been actively involved in the shipping and finance industry since 1998 and has held senior management positions in prominent private and public shipping companies and financial institutions.
Ioannis Kartsonas is a director in our board of directors, the Chairman and a member in United’s Compensation Committee and a member in United’s Nominating Committee. Mr. Kartsonas is also a director in the board of directors of Seanergy and the Principal and Managing Partner of Breakwave Advisors LLC., a commodity-focused advisory firm based in New York. Mr.
Kartsonas is also a member of the board of directors of Seanergy and the Principal and Managing Partner of Breakwave Advisors LLC., a commodity-focused advisory firm based in New York. Mr. Kartsonas has been actively involved in finance and commodities trading since 2000.
Kartsonas has been actively involved in finance and commodities trading since 2000. From 2011 to 2017, he was a Senior Portfolio Manager at Carlyle Commodity Management, a commodity-focused investment firm based in New York and part of the Carlyle Group, being responsible for the firm’s Shipping and Freight investments.
From 2011 to 2017, he was a Senior Portfolio Manager at Carlyle Commodity Management, a commodity-focused investment firm based in New York and part of the Carlyle Group, being responsible for the firm’s shipping and freight investments. During his tenure, he managed one of the largest freight futures funds globally. Prior to this role, Mr.
Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected.
Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece.
The business address of each of our directors and executive officers listed below is 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece. 66 Table of Contents Name ​ Age Position ​ Director Class Stamatios Tsantanis ​ 51 Chairman, Chief Executive Officer & Director ​ C Stavros Gyftakis ​ 44 Chief Financial Officer & Director ​ B Christina Anagnostara ​ 52 Director* ​ A Ioannis Kartsonas ​ 51 Director* ​ A Dimitrios Kostopoulos ​ 48 Director* ​ B * Independent Director The term of our Class A directors expires in 2023, the term of our Class B directors expires in 2024, and the term of our Class C directors expires in 2025.
Name ​ Age Position ​ Director Class Stamatios Tsantanis ​ 52 Chairman, Chief Executive Officer & Director ​ C Stavros Gyftakis ​ 45 Chief Financial Officer & Director ​ B Christina Anagnostara ​ 53 Director* ​ A Ioannis Kartsonas ​ 52 Director* ​ A Dimitrios Kostopoulos ​ 49 Director* ​ B * Independent Director 78 Table of Contents The term of our Class A directors expires at the annual general meeting of shareholders in 2026, the term of our Class B directors expires at the annual general meeting of shareholders in 2024, and the term of our Class C directors expires at the annual general meeting of shareholders in 2025.
The Plan is administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors.
Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares. The Plan is administered by the compensation committee of our board of directors, or such other committee of the board of directors as may be designated by the board of directors.
Prior to that, he was an Equity Analyst focusing on Shipping and Energy for Standard & Poor’s Investment Research. Mr. Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester. 67 Table of Contents Dimitrios Kostopoulos is a director in our board of directors. Mr.
Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester. 79 Table of Contents Dimitrios Kostopoulos is a member of our board of directors and a member of United’s Audit and Compensation Committees. Mr.
Christina Anagnostara is a director in our board of directors and the Chairman and a member of United’s Audit and Nominating Committees. Ms. Anagnostara is also a director in the board of directors of Seanergy, while between 2008 to 2013 she served as Seanergy’s Chief Financial Officer.
Anagnostara is also a member of the board of directors of Seanergy, and between 2008 to 2013 she served as Seanergy’s Chief Financial Officer. She has more than 26 years of maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit.
Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant. She is a member of various industry organizations including ACCA, Propeller Club, WISTA, Shipping Finance Executives and American Hellenic Chamber of Commerce.
Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara has studied Economics in Athens and is a Certified Chartered Accountant. Ioannis Kartsonas is a member of our board of directors, the Chairman and a member of United’s Compensation Committee and a member of United’s Nominating Committee. Mr.
On October 14, 2022, the Compensation Committee granted an aggregate of 1,000,000 restricted common shares pursuant to the Plan. Of the total 1,000,000 shares issued, 300,000 shares were granted to the non-executive members of the board of directors, 500,000 shares were granted to the executive officers, and 200,000 shares were granted to certain of the Company’s service providers.
On March 27, 2024, the Compensation Committee of our board of directors approved the amendment and restatement of our 2022 Equity Incentive Plan to increase the aggregate number of common shares reserved for issuance under the plan to 400,000 shares, and granted awards under the plan of an aggregate of 260,000 common shares to members of the Company’s board of directors and 75,000 common shares to certain of the Company’s service providers and to the sole director of the Company’s commercial manager, a non-employee .
The fair value of each share on the grant date was $2.28. On October 14, 2022, 333,344 shares vested, while 333,328 shares vested on January 5, 2023 and 333,328 shares will vest on June 5, 2023. On December 28, 2022, the Compensation Committee granted an aggregate of 700,000 restricted common shares pursuant to the Plan.
The fair value of each share on the grant date was $ 2.635 . On March 27, 2024 , 67,000 shares vested, while 100,500 shares will vest on September 27, 2024 and 167,500 shares will vest on March 27, 2025 .
Removed
Of the total 700,000 shares issued, 210,000 shares were granted to the non-executive members of the board of directors, 370,000 shares were granted to the executive officers, and 120,000 shares to certain of the Company’s service providers. The fair value of each share on the grant date was $4.33.
Added
He also holds a Master of Science (MSc) in Business Mathematics, awarded with Honors, from the Athens University of Economics and Business and a Bachelor of Science (BSc) in Mathematics from the Aristotle University of Thessaloniki. Christina Anagnostara is a member of our board of directors and the Chairman and a member of United’s Audit and Nominating Committees. Ms.
Removed
On December 28, 2022, 233,340 shares vested, while 233,330 shares will vest on June 5, 2023 and 233,330 will vest on October 5, 2023. 68 Table of Contents Under the Plan and as amended, the Company’s employees, officers, directors and service providers are entitled to receive options to acquire the Company’s common shares.
Added
Furthermore, in line with Nasdaq requirements we have established a clawback policy, a copy of which has been filed as Exhibit 97.1 to this Annual Report. 80 Table of Contents Equity Incentive Plan Our board of directors in July 2022 adopted the 2022 Equity Incentive Plan (the “Plan”).
Added
On March 27, 2024, the Plan was further amended and restated to increase the aggregate number of common shares reserved for issuance under the Plan to 400,000 shares. 65,000 shares remain available for issuance under the Plan.

Item 7. Management's Discussion & Analysis

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

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In November 2022, we redeemed all 10,000 Series C Preferred Shares issued to Seanergy pursuant to their terms for a gross redemption price (including all accrued and unpaid dividends up to the redemption date) of $10.6 million. 71 Table of Contents C. Interests of Experts and Counsel Not applicable.
In November 2022, we redeemed all 10,000 Series C Preferred Shares issued to Seanergy pursuant to their terms for a gross redemption price (including all accrued and unpaid dividends up to the redemption date) of $10.6 million. C. Interests of Experts and Counsel Not applicable.
In connection with the Spin-Off, our Chairman and Chief Executive Officer received 40,000 Series B Preferred Shares, while 5,000 Series C Preferred Shares were issued to Seanergy in exchange for $5.0 million working capital contribution. Following the Spin-Off, United and Seanergy are independent publicly-traded companies. 70 Table of Contents Seanergy Maritime Holdings Corp.
In connection with the Spin-Off, our Chairman and Chief Executive Officer received 40,000 Series B Preferred Shares, while 5,000 Series C Preferred Shares were issued to Seanergy in exchange for $5.0 million working capital contribution. Following the Spin-Off, United and Seanergy are independent publicly traded companies. Seanergy Maritime Holdings Corp.
Management Agreements Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services. Certain of these services are being subcontracted to or contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement and Seanergy Management.
Management Agreements Prior to the consummation of the Spin-Off, United entered into a master management agreement with Seanergy for the provision of technical, administrative, commercial, brokerage and certain other services for our vessels. Certain of these services are being contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement and Seanergy Management.
We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. B.
We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. 82 Table of Contents B.
In addition, United has entered into a commercial management agreement with Seanergy Management pursuant to which Seanergy Management acts as agent for United’s subsidiaries (directly or through subcontracting) for the commercial management of their vessels, including chartering, monitoring thereof, freight collection, and sale and purchase.
In addition, United had entered into a commercial management agreement with Seanergy Management pursuant to which Seanergy Management acted as agent for United’s subsidiaries (directly or through subcontracting) for the commercial management of United’s vessels, including chartering, monitoring thereof, freight collection, and sale and purchase.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held approximately 7,178,972 of our common shares. Accordingly, 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.
However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held approximately 8,269,548 of our common shares. Accordingly, 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.
Seanergy Management will also earn a fee equal to 1% of the contract price of any vessel bought or sold by them on our behalf, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction.
Seanergy Management also earned a fee equal to 1% of the contract price of any vessel bought or sold by them on our behalf until March 31, 2023, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction.
All of our common shareholders, including the shareholders listed in this table, will be entitled to one vote for each common share held. Calculation of percent of class beneficially owned by each person is based on 8,886,243 common shares outstanding as of March 31, 2023. Beneficial ownership is determined in accordance with the Commission’s rules.
All of our common shareholders, including the shareholders listed in this table, will be entitled to one vote for each common share held. Calculation of percent of class beneficially owned by each person is based on 9,012,456 common shares outstanding as of March 28, 2024. Beneficial ownership is determined in accordance with the Commission’s rules.
We are paying to Seanergy Management a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessel, except for any vessels that may be chartered-out to Seanergy.
Pursuant to this agreement, we were paying to Seanergy Management a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of our vessels except for any vessels that would be chartered-out to Seanergy.
As of March 31, 2023, we had 26 shareholders of record, four of which were located in the United States holding an aggregate of approximately 7,521,268 of our common shares, representing approximately 85.0% of our outstanding common shares.
As of March 28 , 2024, we had 26 shareholders of record, five of which were located in the United States holding an aggregate of approximately 8,294,720 of our common shares, representing approximately 92.0% of our outstanding common shares.
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging (directly or by subcontracting) for the crewing of the vessels, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/V Gloriuship, the M/V Chrisea and the M/V Oasea. Seanergy Shipmanagement provides to the M/V Goodship with certain technical management services.
In relation to the technical management, Seanergy Shipmanagement is responsible for arranging for the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/V Gloriuship, the M/V Goodship, the M/V Chrisea, the M/V Oasea and the M/V Cretansea. The technical management agreements provide for a fixed management fee of $14,000 per month per vessel.
See “Description of Capital Stock — Series B Preferred Stock” for a description of the terms, including the voting power, of the Series B Preferred Shares.
Through his beneficial ownership of our Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the vote of any matter submitted to the vote of the common shareholders. See “Description of Capital Stock — Series B Preferred Stock” for a description of the terms, including the voting power, of the Series B Preferred Shares.
Identity of Person or Group ​ Number of Shares Owned Percent of Class Stamatios Tsantanis (1) 768,912 8.7 % Ioannis Kartsonas 175,296 2.0 % Stavros Gyftakis ​ 170,008 1.9 % Christina Anagnostara ​ 170,000 1.9 % Dimitrios Kostopoulos ​ 170,000 1.9 % Directors as a group (5 individuals) ​ 1,454,216 16.4 % * Less than one percent.
Identity of Person or Group ​ Number of Shares Owned Percent of Class Stamatios Tsantanis (1) 918,912 10.2 % Dimitrios Kostopoulos 210,000 2.3 % Stavros Gyftakis ​ 195,011 2.2 % Christina Anagnostara ​ 195,000 2.2 % Ioannis Kartsonas ​ 56,018 0.6 % Directors and officers as a group (5 individuals) ​ 1,574,941 17.5 % (1) In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares.
Additional vessels that we may acquire in the future may be managed by Seanergy Shipmanagement or by other unaffiliated management companies. The initial term of our master management agreement with Seanergy will expire on December 31, 2024.
Seanergy Management also earns a fee equal to 1% of the contract price of any vessel bought, sold or bareboat chartered by them on our behalf, except for any vessels bought, sold or bareboat chartered from or to Seanergy, or in respect of any vessel sale relating to a sale leaseback transaction. 83 Table of Contents Additional vessels that we may acquire in the future may be managed by Seanergy Shipmanagement, Seanergy Management or by other unaffiliated management companies.
The management agreements provide for: a fixed management fee of $14,000 per month for the M/V Gloriuship, the M/V Chrisea and the M/V Oasea and of $10,000 for the M/V Goodship to Seanergy Shipmanagement and a fixed administration fee of $325 per vessel per day payable to Seanergy.
The master management agreement provides for a fixed administration fee of $325 per vessel per day payable to Seanergy. The initial term of our master management agreement with Seanergy will expire on December 31, 2024.
Removed
(1) In addition, Stamatios Tsantanis owns 100% of our issued and outstanding Series B Preferred Shares, or 40,000 of our Series B Preferred Shares. Through his beneficial ownership of our Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the vote of any matter submitted to the vote of the common shareholders.
Added
In 2023 up until March 17, 2024 we paid a monthly fee of $10,000 to Seanergy Shipmanagement for the M/V Goodship.
Added
Such agreement was in effect up until April 1, 2023, except for the M/T Epanastasea for which the agreement was valid until her sale in August 2023.
Added
Since April 1, 2023, United Management entered into a management agreement with Seanergy Management for the commercial management of our vessels, including postfixture, commercial operation, sale and purchase and bareboat chartering.
Added
Pursuant to this agreement, we are paying to Seanergy Management a commission fee equal to 0.75% of the collected freight, demurrage and charter hire collected from the employment of our vessels, except for any vessels that may be chartered-out to Seanergy.

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