Document and Entity Information
Document and Entity Information | 9 Months Ended |
Dec. 31, 2021 | |
Document and Entity Information | |
Document Type | F-1 |
Entity Registrant Name | OCEANPAL INC. |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Central Index Key | 0001869467 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 14, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,673 | |
Accounts receivable, trade | 811 | |
Due from a related party (Note 3(c)) | 70 | |
Inventories | 186 | |
Prepaid expenses and other assets | 460 | |
Total current assets | 3,200 | |
FIXED ASSETS: | ||
Vessels, net (Note 4) | 45,728 | |
Total fixed assets | 45,728 | |
OTHER NON-CURRENT ASSETS: | ||
Deferred charges | 152 | |
Total assets | 49,080 | |
CURRENT LIABILITIES: | ||
Accounts payable, trade and other | 263 | |
Due to related parties (Note 3) | 59 | |
Accrued liabilities | 381 | |
Deferred revenue | 228 | |
Total current liabilities | 931 | |
Commitments and contingencies (Note 5) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, 510,000 issued and outstanding as at December 31, 2021 (Note 6) | 5 | |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 8,820,240 issued and outstanding as at December 31, 2021 (Note 6) | 88 | |
Additional paid-in capital (Notes 3 and 6) | 47,991 | |
Retained earnings | 65 | |
Total stockholders' equity | 48,149 | $ 0 |
Total liabilities and stockholders' equity | $ 49,080 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Apr. 15, 2021 |
CONSOLIDATED BALANCE SHEET | ||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock, shares issued | 510,000 | |||
Preferred stock, shares outstanding | 510,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 |
Common stock, shares issued | 8,820,240 | 8,820,240 | ||
Common stock, shares outstanding | 8,820,240 | 8,820,240 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
REVENUES: | |
Time charter revenues (Note 2(n)) | $ 1,334 |
EXPENSES: | |
Voyage expenses (Note 2(n)) | 54 |
Vessel operating expenses | 360 |
Depreciation (Note 4) | 354 |
General and administrative expenses | 358 |
Management fees to related parties (Note 3) | 74 |
Operating income | 134 |
Net income and comprehensive income | 134 |
Dividends on Series C preferred stock (Note 6(d)) | 69 |
Net income attributable to common stockholders | $ 65 |
Earnings per common share, basic (Note 7) | $ / shares | $ 0.01 |
Earnings per common share, diluted (Note 7) | $ / shares | $ 0.01 |
Weighted average number of common stock, basic (Note 7) | shares | 8,820,240 |
Weighted average number of common stock, diluted (Note 7) | shares | 12,275,691 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 9 months ended Dec. 31, 2021 - USD ($) | Preferred stockSeries B Preferred Stock | Preferred stockSeries C Preferred Stock | Common stock | Additional paid-in capitalSeries C Preferred Stock | Additional paid-in capital | Retained EarningsSeries C Preferred Stock | Retained Earnings | Series B Preferred Stock | Series C Preferred Stock | Total |
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 5 | $ 0 | $ 0 | $ 0 | ||||
Balance at the beginning (in shares) at Apr. 14, 2021 | 0 | 0 | 500 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income/(loss) | 134,000 | 134,000 | ||||||||
Cancellation of common stock | $ (5) | |||||||||
Cancellation of common stock (in shares) | (500) | |||||||||
Issuance of stock | $ 5 | $ 88 | $ 7,570,000 | 40,421,000 | $ 5,000 | $ 7,570,000 | 40,509,000 | |||
Issuance of stock (in shares) | 500,000 | 10,000 | 8,820,240 | |||||||
Dividends on preferred stock | $ (69,000) | $ (69,000) | ||||||||
Balance at the end at Dec. 31, 2021 | $ 5 | $ 0 | $ 88 | $ 47,991,000 | $ 65,000 | $ 48,149,000 | ||||
Balance at the end (in shares) at Dec. 31, 2021 | 500,000 | 10,000 | 8,820,240 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows from Operating Activities: | |
Net income/(loss) | $ 134 |
Adjustments to reconcile net income to net cash from operating activities: | |
Depreciation | 354 |
(Increase) / Decrease in: | |
Accounts receivable, trade | 24 |
Due from a related party | (70) |
Inventories | 23 |
Prepaid expenses and other assets | (460) |
Deferred charges | (152) |
Increase / (Decrease) in: | |
Accounts payable, trade and other | 263 |
Due to related parties | 59 |
Accrued liabilities, net of accrued preferred dividends | 312 |
Deferred revenue | 228 |
Net cash provided by / (used in) Operating Activities | 715 |
Cash Flows used in Investing Activities: | |
Payments for vessel improvements (Note 4) | (42) |
Net cash used in Investing Activities | (42) |
Cash Flows from Financing Activities: | |
Proceeds from Spin-Off | 1,000 |
Net cash provided by/ (used in) Financing Activities | 1,000 |
Net increase/(decrease) in cash and cash equivalents | 1,673 |
Cash and cash equivalents at beginning of the period | 0 |
Cash and cash equivalents at end of the year | 1,673 |
Supplemental Cash Flow Information [Abstract] | |
Issuance of common and preferred stock in exchange for entities acquisition | $ 47,084 |
Basis of Presentation and Gener
Basis of Presentation and General Information | 9 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and General Information | |
Basis of Presentation and General Information | 1. Basis of Presentation and General Information The accompanying consolidated financial statements include the accounts of OceanPal Inc. (the ‘‘Company", or "OceanPal", or “OP”), and its wholly-owned subsidiaries (collectively, the “Company”). OP was incorporated by Diana Shipping Inc. (“Diana Shipping” or “DSI”) on April 15, 2021 under the laws of the Republic of the Marshall Islands, having a share capital of 500 shares, par value $0.01 per share, issued to DSI (Note 3 (c)). In November 2021, the Company’s articles of incorporation and bylaws were amended. Under the amended articles of incorporation, the Company’s authorized share capital increased from 500 common shares to 1,000,000,000 common stock at par value $0.01 and 100,000,000 preferred stock at par value $0.01. On June 24, 2021, OP filed a confidential registration statement on Form 20-F with the US Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, to effect a spin-off of three of DSI’s vessel owning subsidiaries together with working capital in exchange of common and preferred stock to DSI and its’ shareholders (the “Spin-Off”) (Note 3 (c)). On November 29, 2021 the registration statement was declared effective. On November 30, 2021, OP began "regular way" trading on the Nasdaq Global Market under the ticker symbol “OP”. The Company is engaged in the ocean transportation of cargoes worldwide through the ownership and operation of vessels. Each of the vessels is owned through a separate wholly-owned subsidiary. The Company is the sole owner of all outstanding shares of the following subsidiaries: ● Cypres Enterprises Corp., a company incorporated in the Republic of Panama on September 7, 2000, owner of the 2004 built Panamax dry bulk carrier Protefs, ● Darien Compania Armadora S.A., a company incorporated in the Republic of Panama on December 22, 1993, owner of the 2005 built Panamax dry bulk carrier Calipso, and ● Marfort Navigation Company Limited, a company incorporated in the Republic of Cyprus on August 10, 2007, owner of the 2005 built Capesize dry bulk carrier Salt Lake City. The Company operates its own fleet through Diana Wilhelmsen Management Limited (or “DWM”) (Note 3(a)) and Steamship Shipbroking Enterprises Inc. (or “Steamship”) (Note 3(b)). Financial Statements presentation The financial statements of the Company have been presented for the period from inception (April 15, 2021) through December 31, 2021. They include the accounts of OceanPal Inc. from inception date April 15, 2021 and the accounts of the Company’s wholly-owned subsidiaries from November 30, 2021 upon the Spin-Off consummation and acquisition of the three ship-owning subsidiaries by the Company. No comparatives are presented, as the Spin-Off has been accounted for as a nonmonetary transfer of assets rather than a spin-off of a business. The outbreak of the COVID-19 virus has had a negative effect on the global economy and has adversely impacted the international shipping industry into which the Company operates. Given the dynamic nature of these circumstances, the full extent to which the COVID-19 global pandemic may have direct or indirect impact on the Company’s business and the related financial reporting implications cannot be reasonably estimated at this time, although it could materially affect the Company’s business, results of operations and financial condition in the future. As of December 31, 2021, the impact of the outbreak of COVID-19 virus continues to unfold. As a result, many of the Company’s estimates and assumptions carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change in future periods. The overall impact of COVID-19 on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by the COVID-19 pandemic, will depend on how the outbreak further develops, the duration and extent of the restrictive measures that are associated with the pandemic and their impact on global economy and trade, which is still uncertain. The Company is constantly monitoring the developing situation, as well as its charterers’ response to the severe market disruption via cost cutting and rationalization of their networks and fleets, and is making necessary preparations to address and mitigate, to the extent possible, the impact of COVID-19 to the Company. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Policies | 2. Significant Accounting Policies a)Principles of Consolidation : b)Use of Estimates: c)Other Comprehensive Income / (Loss): d)Foreign Currency Translation: e)Cash and Cash Equivalents: f)Accounts Receivable, Trade: g)Inventories: h)Vessels, net : increase the earning capacity or improve the efficiency or safety of the vessels; otherwise these amounts are charged to expense as incurred. As at balance sheet date, vessels are stated at cost less accumulated depreciation expense and impairment charge, if any. i)Impairment of Long-Lived Assets: For vessels, the Company calculates undiscounted projected net operating cash flows by considering the historical and estimated vessels’ performance and utilization with the significant assumption being future charter rates for the unfixed days, using the most recent 10 year average of historical 1 year time charter rates available for each type of vessel over the remaining estimated life of each vessel, net of commissions. Other assumptions used in developing estimates of future undiscounted cash flow are charter rates calculated for the fixed days using the fixed charter rate of each vessel from existing time charters, the expected outflows for scheduled vessels’ maintenance; vessel operating expenses; fleet utilization, and the vessels’ residual value if sold for scrap. This calculation is then compared with the vessels’ net book value plus unamortized dry-docking costs. The difference between the carrying amount of the vessel plus unamortized dry-docking costs and their fair value is recognized in the Company’s accounts as impairment loss. No impairment loss was identified or recorded in 2021. j)Vessel Depreciation: k)Accounting for Dry-Docking Costs : l)Concentration of Credit Risk : m)Accounting for Revenues and Expenses: a vessel is redelivered by a charterer and delivered to the next charterer at different bunker prices, or quantities. For the period from November 30, 2021 through December 31, 2021, the Company incurred gain on bunkers amounting to $63, resulting mainly from the difference in the value of bunkers paid by the Company when the vessel is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the vessel is delivered to a new charterer. This gain in included in “Voyage expenses” in the accompanying consolidated statement of comprehensive income. Under a time charter agreement, the owner pays for the operation and the maintenance of the vessel, including crew, insurance, spares and repairs, which are recognized in operating expenses. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Deferred revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met. The Company, as lessor, has elected not to allocate the consideration in the agreement to the separate lease and non-lease components (operation and maintenance of the vessel) as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the vessel rather than to the services provided under the time charter contracts. The majority of the vessels are employed on short to medium-term time charter contracts, which provides flexibility in responding to market developments. The Company monitors developments in the dry bulk shipping industry on a regular basis and adjusts the charter hire periods for the vessels according to prevailing market conditions. n)Repairs and Maintenance: o)Earnings / (loss) per Common Share: p)Segmental Reporting: q)Fair Value Measurements : r)Share Based Payments: s)Going concern: t)Financial Instruments, credit losses : u)Evaluation of Nonmonetary Transactions: New Accounting Pronouncements - Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU addresses the diversity in practice in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after modification or exchange. Under the guidance, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt or for other reasons. The ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but entities need to apply the guidance as of the beginning of the fiscal year that includes the interim period in which they choose to early adopt the guidance. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. |
Transactions with related parti
Transactions with related parties | 9 Months Ended |
Dec. 31, 2021 | |
Transactions with related parties | |
Transactions with related parties | 3. Transactions with related parties a)Diana Wilhelmsen Management Limited, or DWM: b)Steamship Shipbroking Enterprises Inc. or Steamship: c)Diana Shipping Inc., or DSI: outstanding common stock (i.e., 8,820,240 shares (Note 6(a)) to DSI’s shareholders. Any fractional shares were rounded up to the nearest whole share. Furthermore, Diana Shipping Inc. received 500,000 of the Company’s Series B Preferred stock (the "Series B Preferred Stock") (Note 6(c)) and 10,000 of the Company’s Series C Convertible Preferred Stock (the "Series C Preferred Stock") (Note 6(d)). Series B Preferred Stock entitles Diana Shipping Inc. the right of 2,000 votes on all matters on which the Company’s shareholders are entitled to vote of up to 34% of the total number of votes entitled to vote on such matter, provided further that the aggregate voting power of any holder of Series B Preferred Stock, together with any affiliate of such holder, would not exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Company's shareholders. Series B preferred Stock has no economic rights. Series C preferred Stock does not have voting rights unless related to amendments of the Articles of Incorporation that adversely alter the preference, powers or rights of the Series C Preferred Stock or to issue parity stock or create or issue senior stock. Series C Preferred Stock, has a cumulative preferred dividend accruing at the rate of 8.0% per annum which may be paid in cash or, at the Company’s election, in kind and will contain a liquidation preference equal to its’ stated value of $1,000 and will be convertible into common shares at DSI’s option commencing upon the first anniversary of the original issue date (i.e. November 29, 2022), at a conversion price equal to the lesser of $6.50 and the 10-trading day trailing VWAP of the Company’s common shares, subject to certain adjustments. DSI will not distribute the Series B Preferred Stock or the Series C Preferred Stock to its shareholders in connection with the Spin-Off and the Series B and Series C Preferred Stock are non-transferable. The transaction was approved unanimously by the Board of Directors. Pursuant to the Contribution and Conveyance agreement dated on November 8, 2021, as amended and restated on November 17, 2021, entered between the Company and DSI, DSI has indemnified the Company and the vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the Company’s vessels prior to the effective date of the Spin-Off (November 29, 2021). Additionally, pursuant to a Right of First Refusal agreement entered with Diana Shipping Inc., dated November 8, 2021, the Company has been granted a right of first refusal over six identified drybulk carriers owned by DSI, effective as of the consummation of the Spin-Off. Pursuant to this right of first refusal, the Company has the right, but not the obligation, to purchase one or all of the six identified vessels when and if DSI determines to sell the vessels at fair market value at the time of sale. Furthermore, the Company as of November 2, 2021, has entered into a Non-Competition agreement with DSI pursuant to which DSI has agreed not to compete with the Company for vessel acquisition or chartering opportunities to the extent that such acquisition or chartering opportunities are suitable for the Company or one of the Company’s vessels. The Spin-Off was accounted for at fair values. The aggregate fair value of $46,040 of the three vessels contributed to the Company was determined through Level 2 inputs of the fair value hierarchy by taking into consideration third party valuations which were based on the last done deals of sale of vessels with similar characteristics, such as type, size and age at the specific dates. The fair value of other assets contributed to the Company, mainly comprising from lubricating oils and bunkers, approximated their respective carrying value. Series B preferred Stock, which has no economic interest, is recorded at par amounting to $5 and Series C preferred Stock has been recorded at a fair value of $7,570 determined based on valuation obtained by an independent third party for the purposes of the Spin-Off. Additionally, as of December 31, 2021, there was an amount of $70 due from Diana Shipping Inc., included in “Due from a related party” in the accompanying consolidated balance sheet, resulting from amounts paid or received by DSI on behalf of OceanPal up to the date of the contribution. |
Vessels, net
Vessels, net | 9 Months Ended |
Dec. 31, 2021 | |
Vessels, net | |
Vessels, net | 4. Vessels, net Vessels’ contribution On November 29, 2021, entities Cypres Enterprises Corp., Darien Compania Armadora S.A., and Marfort Navigation Company Limited, whose substantially all assets were vessels Protefs, Calipso and Salt Lake City, respectively, were contributed to the Company by Diana Shipping in connection with the Spin-Off (Note 3(c)). Vessel improvements Vessel improvements mainly relate to the implementation of ballast water treatment and other works necessary for the vessels to comply with new regulations and be able to navigate to additional ports. During the period ended December 31, 2021, the additions to vessels’ cost amounted to $42. The amounts reflected in Vessels, net in the accompanying consolidated balance sheet are analyzed as follows: Accumulated Vessel Cost Depreciation Net Book Value - Vessels contributed by DSI $ 46,040 — $ 46,040 - Additions and improvements 42 — 42 - Depreciation for the period — (354) (354) Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 5. Commitments and Contingencies a) b) As at December 31, 2021, all of the Company’s vessels were fixed under time charter agreements, considered as operating leases accounted for as per ASC 842 requirements. The minimum contractual gross charter revenues expected to be generated from fixed and non-cancelable time charter contracts existing as at December 31, 2021 and until their expiration falling within 2022 is estimated at $2, 657. |
Capital Stock and Changes in Ca
Capital Stock and Changes in Capital Accounts | 9 Months Ended |
Dec. 31, 2021 | |
Capital Stock and Changes in Capital Accounts | |
Capital Stock and Changes in Capital Accounts | 6. Capital Stock and Changes in Capital Accounts a) Common Stock : As at April 15, 2021, the date of Company’s incorporation, the Company’s authorized share capital was 500 shares of common stock, par value $0.01 per share, issued to DSI. On November 29, 2021, the Company’s articles of incorporation were amended and restated. Under the Company’s amended and restated articles of incorporation, the Company’s authorized common stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share, of which 8,820,240 shares were issued and outstanding on November 29, 2021, immediately upon the Spin-Off consummation (Note 3(c)). As at December 31, 2021, the Company’s authorized common stock is 1,000,000,000 shares of common stock, of which 8,820,240 shares are issued and outstanding (all shares of common stock in registered form) (Note 10 (a)). b) Preferred Stock : Under the Company’s amended and restated articles of incorporation, authorized preferred stock consists of 100,000,000 shares of preferred stock, par value $0.01 per share, of which (i) 1,000,000 shares are designated as Series A Participating Preferred Stock, none of which was issued and outstanding as of November 29, 2021, (ii) 500,000 shares are designated Series B Preferred Stock, all of which were issued and outstanding as of November 29, 2021, and (iii) 10,000 shares are designated Series C Preferred Stock, all of which were issued and outstanding as of November 29, 2021. All of the Company’s shares of preferred stock are in registered form. As at December 31, 2021, the Company’s authorized preferred stock consists of 100,000,000 shares of preferred stock, par value $0.01 per share, of which 1,000,000 are designated as Series A Participating Preferred Stock, 500,000 are designated as Series B Preferred Stock and 10,000 are designated as Series C Preferred Stock (Notes 3(c), 6(c) and 6(d)). As of December 31, 2021, there is no Series A Participating Preferred Stock issued and outstanding . c) Series B Preferred Stock to Diana Shipping Inc.: As at December 31, 2021, the Company had 500,000 Series B Preferred Stock issued and outstanding with par value $0.01 per share, issued to DSI. The Series B Preferred Stock votes with the common shares of the Company, and each share of Series B Preferred Stock entitles the holder thereof to 2,000 votes on all matters on which the Company’s shareholders are entitled to vote of up to 34% of the total number of votes entitled to be cast for all matters for which the Company’s shareholders are entitled to vote on, but with no economic rights. To the extent the aggregate voting power of any holder of Series B Preferred Stock, together with any affiliate of such holder, would exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Company’s shareholders, the number of votes of the Series B Preferred Stock shall be automatically reduced so that such holder’s aggregate voting power, together with any affiliate of such holder, is not more than 49% . Furthermore, the Series B Preferred Stock has no dividend, distribution or liquidation rights and cannot be transferred without the consent of the Company except to the holder’s affiliates or successors. d) Series C Preferred Stock to Diana Shipping Inc. : As at December 31, 2021, the Company had 10,000 shares of Series C Preferred Stock issued and outstanding with par value $0.01 per share, at $1,000 per share with liquidation preference at $1,000 . The Series C Preferred Stock has no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Series C Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Series C Preferred Stock are in arrears or any senior stock. Also, holders of Series C preferred Stock, rank prior to (i) the holders of common shares, (ii) if issued, any Series A Participating Preferred Stock, and any Series B Preferred Stock and (iii) any other class or series of capital stock established after their original issuance date (i.e. November 29, 2021) with respect to dividends, distributions and payments upon liquidation. The Series C Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance and are payable on the 15th day of January, April, July and October of each year at the dividend rate of 8.0% per annum, and is convertible into common shares at Diana Shipping’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the lesser of $6.50 and the 10 - trading day trailing VWAP of the common shares, subject to certain adjustments or at any time after the issuance date in case of any fundamental change (i.e. liquidation, change of control, dissolution or winding up of the affairs of the Company). Diana Shipping, however, is prohibited from converting the Series C Preferred Stock into common shares to the extent that, as a result of such conversion, Diana Shipping (together with its affiliates) would beneficially own more than 49% of the total outstanding common shares of the Company. The Company in its assessment for the accounting of the Series C Preferred Stock has taken into consideration ASC 480 "Distinguishing liabilities from equity" and determined that the preferred shares should be classified as equity instead of liability. The Company further analyzed key features of the Series C Preferred Stock to determine whether it is more akin to equity or to debt and concluded that the Series C Preferred Stock is equity-like. In its assessment, the Company identified certain embedded features, examined whether these fall under the definition of a derivative according to ASC 815 applicable guidance or whether certain of these features affected the classification. Derivative accounting was deemed inappropriate and thus no bifurcation of these features was performed. For 2021, dividends on Series C preferred stock amounted to $69. e) Incentive plan: On November 2, 2021, the Company’s Board of Directors has approved and the Company has as of November 29, 2021, adopted the Equity Incentive Plan for 1,000,000 common shares, none of which has been granted as of December 31, 2021. Under the Equity Incentive Plan and as amended, the Company’s employees, officers and directors are entitled to receive options to acquire the Company’s common stock. The Equity Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors or such other committee of the Board as may be designated by the Board. Under the terms of the Equity Incentive Plan, the Company’s Board of Directors is able to grant (a) non-qualified stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units, (e) unrestricted stock, (f) other equity-based or equity-related awards, (g) dividend equivalents and (h) cash awards. No options or stock appreciation rights can be exercisable subsequent to the tenth anniversary of the date on which such Award was granted. Under the Equity Incentive Plan, the Administrator may waive or modify the application of forfeiture of awards of restricted stock and performance shares in connection with cessation of service with the Company (Note 10(e)). |
Earnings per Share
Earnings per Share | 9 Months Ended |
Dec. 31, 2021 | |
Earnings per Share | |
Earnings per Share | 7. Earnings per Share All common stock issued (including any restricted shares issued under the Company’s incentive plans) are the Company’s common stock and have equal rights to vote and participate in dividends. The calculation of basic earnings/(loss) per share does not treat the non-vested shares (not considered participating securities) as outstanding until the time/service-based vesting restriction has lapsed. Incremental shares are the number of shares assumed issued under the treasury stock method weighted for the periods the non-vested shares were outstanding. The computation of diluted earnings per share reflects the potential dilution from conversion of outstanding Series C preferred convertible stock (Note 6(d)) calculated with the “if converted” method. Also, profit attributable to common equity holders is adjusted by the amount of dividends on Series C Preferred Stock as follows: From April 15, 2021 through December 31, 2021 Net income $ 134 Less dividends on series C preferred stock (69) Net income attributed to common stockholders $ 65 Weighted average number of common stocks, basic 8,820,240 Effect of dilutive shares 3,455,451 Weighted average number of common stock, diluted 12,275,691 Earnings per share, basic $ 0.01 Earnings per share, diluted $ 0.01 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 8.Income Taxes Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in vessel operating expenses in the accompanying consolidated statement of comprehensive income. The vessel-owning companies with vessels that have called on the United States are obliged to file tax returns with the Internal Revenue Service. However, pursuant to the Internal Revenue Code of the United States, U.S. source income from the international operations of ships is generally exempt from U.S. tax. The applicable tax is 50% of 4% of U.S. related gross transportation income unless an exemption applies. The Company and each of its subsidiaries expects it qualifies for this statutory tax exemption for the 2021 taxable year, and the Company takes this position for United States federal income tax return reporting purposes. |
Financial Instruments and Fair
Financial Instruments and Fair Value Disclosures | 9 Months Ended |
Dec. 31, 2021 | |
Financial Instruments and Fair Value Disclosures | |
Financial Instruments and Fair Value Disclosures | 9. Financial Instruments and Fair Value Disclosures Concentration of credit risk: other things, general economic conditions, the state of the capital markets, the condition of the shipping industry and charter hire rates. The Company’s credit risk with financial institutions is limited as it has temporary cash investments, consisting mostly of deposits, placed with various qualified financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and by receiving payments of hire in advance. The Company, generally, does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk. For 2021, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: From April 15, 2021 Charterer through December 31, 2021 A 35 % B 32 % C 26 % Fair value of assets and liabilities: On November 29, 2021, DSI contributed to OceanPal three vessels having a fair value of $46,040 determined through Level 2 inputs of the fair value hierarchy by taking into consideration third party valuations which were based on the last done deals of sale of vessels with similar characteristics, such as type, size and age at the specific dates (Notes 3 (c) and 4). |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 10.Subsequent Events (a) Series C Preferred Stock Dividends: On January 17, 2022, the Company paid a dividend on its Series C preferred stock, amounting to $100 , to DSI. (b) Underwritten Public Offering: On January 12, 2022, the Company filed with the SEC a registration statement on Form F-1, which was declared effective on January 21, 2022. On January 25, 2022, the Company closed an underwritten public offering of 15,571,429 units at a price of $0.77 per unit, each unit consisting of one share of the Company’s common stock (or one pre-funded warrant in lieu of one share of the Company’s common stock) and one Class A warrant to purchase one share of the Company’s common stock. In particular, upon the closing of the offering, 13,071,429 shares of common stock, 2,500,000 prefunded warrants to purchase one share of common stock, and 15,571,429 Class A warrants to purchase one share of common stock were sold. In addition, certain selling stockholders affiliated with the Company (the “Selling Stockholders”) sold an aggregate of 628,571 shares of common stock in the offering. Each share of common stock sold by a Selling Stockholder was sold with one Class A warrant to purchase one share of common stock. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 1,148,577 common shares from the Selling Stockholders and 1,281,423 common shares along with 2,430,000 Class A warrants from the Company. All prefunded warrants have been exercised and 14,474,000 Class A warrants remain available for exercise at an exercise price of $0.77 per share for up to an aggregate of the same number of shares of common stock on April 5, 2022. The Company did not receive any of the proceeds from the sale of common shares by the Selling Stockholders. (c) Receipt of Nasdaq Notice: On March 8, 2022, the Company received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 30 consecutive business days, from January 21, 2022 to March 7, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance is 180 days , or until September 5, 2022. The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period. During this time, the Company's common stock will continue to be listed and trade on the Nasdaq. (d) Dividend declaration: On March 18, 2022, the Company’s Board of Directors declared a cash dividend on the Company’s common stock of $0.05 per share for the fourth quarter ended December 31, 2021. The cash dividend will be payable on or about April 11, 2022 to all common shareholders of the Company of record as of April 1, 2022. (e) Amendment to Company’s 2021 Equity Incentive Plan: On March 24, 2022, the Company’s 2021 Equity Incentive Plan was amended and restated to, among other things, permit grants of Series C Preferred Shares thereunder, in an aggregate amount of up to 10,000 shares. (f) Uncertainties caused by the Russo-Ukrainian War: The recent outbreak of war between Russia and the Ukraine has disrupted supply chains and caused instability in the global economy, while the United States and the European Union, among other countries, announced sanctions against Russia, including sanctions targeting the Russian oil sector, among those a prohibition on the import of oil from Russia to the United States. The ongoing conflict could result in the imposition of further economic sanctions against Russia and the Company’s business may be adversely impacted. Currently, the Company’s charter contracts have not been affected by the events in Russia and Ukraine. However, it is possible that in the future third parties with whom the Company has or will have charter contracts may be impacted by such events. While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect the Company’s business, financial condition, results of operation and cash flows. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Principles of Consolidation | a)Principles of Consolidation : |
Use of Estimates | b)Use of Estimates: |
Other Comprehensive Income / (Loss) | c)Other Comprehensive Income / (Loss): |
Foreign Currency Translation | d)Foreign Currency Translation: |
Cash and Cash Equivalents | e)Cash and Cash Equivalents: |
Accounts Receivable, Trade | f)Accounts Receivable, Trade: |
Inventories | g)Inventories: |
Vessel Cost | h)Vessels, net : increase the earning capacity or improve the efficiency or safety of the vessels; otherwise these amounts are charged to expense as incurred. As at balance sheet date, vessels are stated at cost less accumulated depreciation expense and impairment charge, if any. |
Impairment of Long-Lived Assets | i)Impairment of Long-Lived Assets: For vessels, the Company calculates undiscounted projected net operating cash flows by considering the historical and estimated vessels’ performance and utilization with the significant assumption being future charter rates for the unfixed days, using the most recent 10 year average of historical 1 year time charter rates available for each type of vessel over the remaining estimated life of each vessel, net of commissions. Other assumptions used in developing estimates of future undiscounted cash flow are charter rates calculated for the fixed days using the fixed charter rate of each vessel from existing time charters, the expected outflows for scheduled vessels’ maintenance; vessel operating expenses; fleet utilization, and the vessels’ residual value if sold for scrap. This calculation is then compared with the vessels’ net book value plus unamortized dry-docking costs. The difference between the carrying amount of the vessel plus unamortized dry-docking costs and their fair value is recognized in the Company’s accounts as impairment loss. No impairment loss was identified or recorded in 2021. |
Vessel Depreciation | j)Vessel Depreciation: |
Accounting for Dry-Docking Costs | k)Accounting for Dry-Docking Costs : |
Concentration of Credit Risk | l)Concentration of Credit Risk : |
Accounting for Revenues and Expenses | m)Accounting for Revenues and Expenses: a vessel is redelivered by a charterer and delivered to the next charterer at different bunker prices, or quantities. For the period from November 30, 2021 through December 31, 2021, the Company incurred gain on bunkers amounting to $63, resulting mainly from the difference in the value of bunkers paid by the Company when the vessel is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the vessel is delivered to a new charterer. This gain in included in “Voyage expenses” in the accompanying consolidated statement of comprehensive income. Under a time charter agreement, the owner pays for the operation and the maintenance of the vessel, including crew, insurance, spares and repairs, which are recognized in operating expenses. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Deferred revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met. The Company, as lessor, has elected not to allocate the consideration in the agreement to the separate lease and non-lease components (operation and maintenance of the vessel) as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the vessel rather than to the services provided under the time charter contracts. The majority of the vessels are employed on short to medium-term time charter contracts, which provides flexibility in responding to market developments. The Company monitors developments in the dry bulk shipping industry on a regular basis and adjusts the charter hire periods for the vessels according to prevailing market conditions. |
Repairs and Maintenance | n)Repairs and Maintenance: |
Earnings / (loss) per Common Share | o)Earnings / (loss) per Common Share: |
Segmental Reporting | p)Segmental Reporting: |
Fair Value Measurements | q)Fair Value Measurements : |
Share Based Payments | r)Share Based Payments: |
Going concern | s)Going concern: |
Financial instruments, credit losses | t)Financial Instruments, credit losses : |
Evaluation of Nonmonetary Transactions | u)Evaluation of Nonmonetary Transactions: |
New Accounting Pronouncements - Not Yet Adopted | New Accounting Pronouncements - Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU addresses the diversity in practice in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after modification or exchange. Under the guidance, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt or for other reasons. The ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but entities need to apply the guidance as of the beginning of the fiscal year that includes the interim period in which they choose to early adopt the guidance. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. |
Vessels, net (Tables)
Vessels, net (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Vessels, net | |
Summary of vessels, net | Accumulated Vessel Cost Depreciation Net Book Value - Vessels contributed by DSI $ 46,040 — $ 46,040 - Additions and improvements 42 — 42 - Depreciation for the period — (354) (354) Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Earnings per Share | |
Summary of profit or loss attributable to common equity holders adjusted by the amount of dividends on Series C Preferred Stock | From April 15, 2021 through December 31, 2021 Net income $ 134 Less dividends on series C preferred stock (69) Net income attributed to common stockholders $ 65 Weighted average number of common stocks, basic 8,820,240 Effect of dilutive shares 3,455,451 Weighted average number of common stock, diluted 12,275,691 Earnings per share, basic $ 0.01 Earnings per share, diluted $ 0.01 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Disclosures (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Financial Instruments and Fair Value Disclosures | |
Summary of charterers that individually accounted for 10% or more of the Company's time charter revenues | From April 15, 2021 Charterer through December 31, 2021 A 35 % B 32 % C 26 % |
Basis of Presentation and Gen_2
Basis of Presentation and General Information (Details) | 9 Months Ended | |||
Dec. 31, 2021subsidiary$ / sharesshares | Nov. 30, 2021$ / sharesshares | Nov. 29, 2021$ / sharesshares | Apr. 15, 2021$ / sharesshares | |
Related Party Transaction [Line Items] | ||||
Common Stock, Shares Authorized | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 |
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of subsidiaries acquired through spin-off transaction | subsidiary | 3 | |||
Diana Shipping Inc | ||||
Related Party Transaction [Line Items] | ||||
Number of subsidiaries acquired through spin-off transaction | subsidiary | 3 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Accounts Receivable, Trade | ||||
Provision for doubtful accounts | $ 0 | $ 0 | ||
Impairment of Long-Lived Assets | ||||
Historical blended average year for calculating undiscounted projected net operating cash flows | 10 years | |||
Term for time charter rates | 1 year | |||
Impairment loss | $ 0 | |||
Vessel Depreciation | ||||
Estimated useful life | 25 years | |||
REVENUES: | ||||
Gain on bunkers | $ 63,000 | $ 330,454 | $ (287,352) | $ (229,481) |
Segmental Reporting | ||||
Number of reportable segment | segment | 1 | |||
Share Based Payments | ||||
Compensation cost | $ 0 | |||
Financial Instruments, credit losses | ||||
Credit losses | $ 0 |
Transactions with related par_2
Transactions with related parties - DWM (Details) - USD ($) $ in Thousands | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Management fees | $ 74 | ||
Due to related parties | $ 59 | 59 | |
Diana Wilhelmsen Management Limited | Management services | |||
Related Party Transaction [Line Items] | |||
Variable fee on hire and on freight | 1.25% | ||
Threshold term for termination of agreement with prior written notice | 3 months | ||
Management fees | 79 | ||
Due to related parties | $ 6 | $ 6 | |
Diana Wilhelmsen Management Limited | If vessel is employed or available for employment | Management services | |||
Related Party Transaction [Line Items] | |||
Amount agreed to be paid for each vessel | $ 20,000 | ||
Diana Wilhelmsen Management Limited | If vessel is laid-up and not available for employment for at least 15 calendar days of such month | Management services | |||
Related Party Transaction [Line Items] | |||
Amount agreed to be paid for each vessel | $ 10,000 |
Transactions with related par_3
Transactions with related parties - Steamship (Details) - USD ($) $ in Thousands | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Management fees to related parties (Note 3) | $ 74 | ||
Due to related parties (Note 3) | $ 59 | 59 | |
Steamship Shipbroking Enterprises Inc | |||
Related Party Transaction [Line Items] | |||
Monthly fee | $ 95,000 | ||
Variable fee on hire and on freight | 2.50% | ||
Due to related parties (Note 3) | 33 | $ 33 | |
Steamship Shipbroking Enterprises Inc | Management fees to related parties | |||
Related Party Transaction [Line Items] | |||
Management fees to related parties (Note 3) | 12 | ||
Steamship Shipbroking Enterprises Inc | General and Administrative Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Management fees to related parties (Note 3) | $ 178 | ||
Steamship Shipbroking Enterprises Inc | Management agreement | |||
Related Party Transaction [Line Items] | |||
Threshold term for termination of agreement with prior written notice | 3 months | ||
Steamship Shipbroking Enterprises Inc | Management agreement | If vessel is employed or available for employment | |||
Related Party Transaction [Line Items] | |||
Amount agreed to be paid for each vessel | $ 500 | ||
Steamship Shipbroking Enterprises Inc | Management agreement | If vessel is laid-up and not available for employment for at least 15 calendar days of such month | |||
Related Party Transaction [Line Items] | |||
Amount agreed to be paid for each vessel | $ 250 | ||
Steamship Shipbroking Enterprises Inc | Administrative services agreement | |||
Related Party Transaction [Line Items] | |||
Threshold term for termination of agreement with prior written notice | 30 days | ||
Monthly fee | $ 10,000 |
Transactions with related par_4
Transactions with related parties - DSI (Details) | Nov. 29, 2021USD ($)Voteitem$ / sharesshares | Nov. 08, 2021 | Dec. 31, 2021USD ($)D |
Related Party Transaction [Line Items] | |||
Due from a related party (Note 3(c)) | $ 70,000 | ||
Series B Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Number of votes | Vote | 2,000 | ||
Percentage of the total number of votes | 34.00% | ||
Maximum percentage of total number of votes entitled to vote including common stock or any other voting security | 49.00% | ||
Series C Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Cumulative preferred dividend rate | 8.00% | ||
Conversion price | $ / shares | $ 6.50 | ||
Diana Shipping Inc | |||
Related Party Transaction [Line Items] | |||
Number of vessel-owning subsidiaries contributed | 3 | ||
Working capital contributed | $ 1,000,000 | ||
Percentage of the total number of votes | 34.00% | ||
Cumulative preferred dividend rate | 8.00% | ||
Conversion price | $ / shares | $ 6.50 | ||
Trading day trailing VWAP of common shares | 10 | ||
Right of first refusal over number of drybulk carriers | 6 | ||
Aggregate fair value of vessels | $ 46,040,000 | ||
Number Of Vessels Contributed to the Entity | item | 3 | ||
Economic interest of preferred share | $ 0 | ||
Preferred share recorded at par | 5,000 | ||
Due from a related party (Note 3(c)) | $ 70,000 | ||
Diana Shipping Inc | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Number of vessels the entity has the right, but not the obligation, to purchase | 1 | ||
Diana Shipping Inc | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Number of vessels the entity has the right, but not the obligation, to purchase | 6 | ||
Diana Shipping Inc | Common stock | |||
Related Party Transaction [Line Items] | |||
Share exchange ratio | 10 | ||
Number of issued and outstanding common shares distributed | shares | 8,820,240 | ||
Diana Shipping Inc | Series B Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Number of issued and outstanding common shares distributed | shares | 500,000 | ||
Number of votes | Vote | 2,000 | ||
Maximum percentage of total number of votes entitled to vote including common stock or any other voting security | 49.00% | ||
Diana Shipping Inc | Series C Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Number of issued and outstanding common shares distributed | shares | 10,000 | ||
Trading day trailing VWAP of common shares | D | 10 | ||
Preferred share recorded at stated value | $ 1,000,000 | ||
Preferred share recorded at fair value | $ 7,570,000 |
Vessels, net (Details)
Vessels, net (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Accumulated Depreciation | |
Depreciation for the period | $ (354) |
Net Book Value | |
Depreciation for the period | (354) |
Net Book Value at the end | 45,728 |
Vessels | |
Vessel cost | |
Vessels contributed by DSI | 46,040 |
Additions and improvements | 42 |
Vessel cost at the end | 46,082 |
Accumulated Depreciation | |
Depreciation for the period | (354) |
Accumulated depreciation at the end | (354) |
Net Book Value | |
Vessels contributed by DSI | 46,040 |
Additions and improvements | 42 |
Depreciation for the period | (354) |
Net Book Value at the end | $ 45,728 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies. | |
Vessels covered for pollution per vessel per incident | $ 1,000,000 |
Term for adjustment of estimates | 3 years |
Estimated contractual gross charter revenues | $ 2 |
Capital Stock and Changes in _2
Capital Stock and Changes in Capital Accounts - Common Stock (Details) - $ / shares | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Apr. 15, 2021 |
Capital Stock and Changes in Capital Accounts | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares issued | 8,820,240 | 8,820,240 | ||
Common stock, shares outstanding | 8,820,240 | 8,820,240 |
Capital Stock and Changes in _3
Capital Stock and Changes in Capital Accounts - Preferred Stock (Details) - $ / shares | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 510,000 | ||
Preferred stock, shares outstanding | 510,000 | ||
Series A Participating Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | |
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares issued | 500,000 | 500,000 | |
Preferred stock, shares outstanding | 500,000 | 500,000 | |
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000 | 10,000 | |
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares issued | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Capital Stock and Changes in _4
Capital Stock and Changes in Capital Accounts - Series B Preferred Stock (Details) | Nov. 29, 2021Vote$ / sharesshares | Dec. 31, 2021$ / sharesshares | Nov. 30, 2021$ / shares |
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 510,000 | ||
Preferred stock, shares outstanding | 510,000 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 500,000 | 500,000 | |
Preferred stock, shares outstanding | 500,000 | 500,000 | |
Preferred stock, par value | $ / shares | $ 0.01 | ||
Number of votes | Vote | 2,000 | ||
Percentage of the total number of votes | 34.00% | ||
Maximum percentage of total number of votes entitled to vote including common stock or any other voting security | 49.00% |
Capital Stock and Changes in _5
Capital Stock and Changes in Capital Accounts - Series C Preferred Stock (Details) | Nov. 29, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)D$ / sharesshares | Nov. 30, 2021$ / shares |
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 510,000 | ||
Preferred stock, shares outstanding | 510,000 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Diana Shipping Inc | |||
Class of Stock [Line Items] | |||
Cumulative preferred dividend rate | 8.00% | ||
Conversion price | $ / shares | $ 6.50 | ||
Trading day trailing VWAP of common shares | $ | 10 | ||
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 | |
Preferred stock, par value | $ / shares | $ 0.01 | ||
Preferred stock, liquidation preference | $ | $ 1,000,000 | ||
Cumulative preferred dividend rate | 8.00% | ||
Conversion price | $ / shares | $ 6.50 | ||
Dividends on preferred stock | $ | $ 69,000 | ||
Series C Preferred Stock | Diana Shipping Inc | |||
Class of Stock [Line Items] | |||
Trading day trailing VWAP of common shares | D | 10 | ||
Maximum percentage of outstanding common shares that can be held by related party after share conversion | 49.00% | ||
Series A Participating Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, liquidation preference | $ | $ 1,000,000 |
Capital Stock and Changes in _6
Capital Stock and Changes in Capital Accounts - Incentive plan (Details) - Equity Incentive Plan - shares | 9 Months Ended | |
Dec. 31, 2021 | Nov. 29, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 1,000,000 | |
Number of shares granted | 0 |
Earnings per Share (Details)
Earnings per Share (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Earnings per Share | |
Net income/(loss) | $ | $ 134 |
Less dividends on series C preferred stock | $ | (69) |
Net income attributable to common stockholders | $ | $ 65 |
Weighted average number of common stocks, basic | shares | 8,820,240 |
Effect of dilutive shares | shares | 3,455,451 |
Weighted average number of common stock, diluted | shares | 12,275,691 |
Earnings per share, basic | $ / shares | $ 0.01 |
Earnings per share, diluted | $ / shares | $ 0.01 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Applicable tax rate as percentage of 4% of U.S. related gross transportation income | 50.00% |
Percentage of U.S. related gross transportation income | 4.00% |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Disclosures (Details) - Revenue Benchmark - Customer Concentration Risk [Member] | 9 Months Ended |
Dec. 31, 2021 | |
Charterers [Member] | |
Concentration Risk [Line Items] | |
Percentage of time charter revenues | 10.00% |
A | |
Concentration Risk [Line Items] | |
Percentage of time charter revenues | 35.00% |
B | |
Concentration Risk [Line Items] | |
Percentage of time charter revenues | 32.00% |
C | |
Concentration Risk [Line Items] | |
Percentage of time charter revenues | 26.00% |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Disclosures - Additional Information (Details) - Diana Shipping Inc $ in Thousands | Nov. 29, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of vessel-owning subsidiaries contributed | 3 |
Aggregate fair value of vessels | $ 46,040 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of vessel-owning subsidiaries contributed | 3 |
Aggregate fair value of vessels | $ 46,040 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 24, 2022 | Mar. 08, 2022 | Jan. 25, 2022 | Jan. 17, 2022 | Mar. 07, 2022 | Dec. 31, 2021 | Jan. 25, 2021 |
Subsequent Events | |||||||
Number of warrants to purchase one share | 1 | ||||||
Series C Preferred Stock | |||||||
Subsequent Events | |||||||
Dividends on preferred stock | $ 69,000 | ||||||
Common stock | |||||||
Subsequent Events | |||||||
Issuance of stock (in shares) | 8,820,240 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events | |||||||
Period during which company was in breach of Nasdaq share bid price requirements | 30 days | ||||||
Minimum bid price requirement for continued listing on Nasdaq, per share | $ 1 | $ 1 | |||||
Grace period to regain compliance with Nasdaq bid price requirements | 180 days | ||||||
Period during which company needs to be in compliance during grace period | 10 days | ||||||
Subsequent Event [Member] | Class A warrants | |||||||
Subsequent Events | |||||||
Number of warrants to purchase one share | 1 | ||||||
Subsequent Event [Member] | Underwritten Public Offering | |||||||
Subsequent Events | |||||||
Issuance of stock (in shares) | 15,571,429 | ||||||
Price per unit | $ 0.77 | ||||||
Number of shares in a unit | 1 | ||||||
Subsequent Event [Member] | Underwritten Public Offering | Pre-funded warrants | |||||||
Subsequent Events | |||||||
Number of warrants in a unit | 1 | ||||||
Number of warrants | 2,500,000 | ||||||
Subsequent Event [Member] | Underwritten Public Offering | Class A warrants | |||||||
Subsequent Events | |||||||
Issuance of stock (in shares) | 13,071,429 | ||||||
Number of warrants | 15,571,429 | ||||||
Number of warrants available for exercise | 14,474,000 | ||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | |||||||
Subsequent Events | |||||||
Issuance of stock (in shares) | 1,281,423 | ||||||
Number of warrants | 2,430,000 | ||||||
Subsequent Event [Member] | Series C Preferred Stock | |||||||
Subsequent Events | |||||||
Dividends on preferred stock | $ 100 | ||||||
Subsequent Event [Member] | Selling Stockholders | Underwritten Public Offering | |||||||
Subsequent Events | |||||||
Issuance of stock (in shares) | 628,571 | ||||||
Subsequent Event [Member] | Selling Stockholders | Over-Allotment Option [Member] | |||||||
Subsequent Events | |||||||
Issuance of stock (in shares) | 1,148,577 | ||||||
Exercise price of warrant | $ 0.77 | ||||||
Subsequent Event [Member] | Common stock | Series C Preferred Stock | |||||||
Subsequent Events | |||||||
Issuance of stock (in shares) | 10,000 |
COMBINED CARVE-OUT BALANCE SHEE
COMBINED CARVE-OUT BALANCE SHEET | Dec. 31, 2020USD ($) |
OceanPal Inc. Predecessor | |
CURRENT ASSETS: | |
Cash and cash equivalents | $ 39,638 |
Accounts receivable, trade | 1,035,069 |
Due from a related party (Note 3(c)) | 1,169,637 |
Inventories | 181,973 |
Insurance claims | 941,488 |
Prepaid expenses | 869,662 |
Total current assets | 4,237,467 |
FIXED ASSETS: | |
Vessels, net (Note 4) | 32,249,299 |
Total fixed assets | 32,249,299 |
OTHER NON-CURRENT ASSETS: | |
Deferred charges, net | 701,773 |
Total assets | 37,188,539 |
CURRENT LIABILITIES: | |
Accounts payable, trade and other | 133,566 |
Due to related parties (Note 3) | 115,280 |
Accrued liabilities | 1,637,623 |
Total current liabilities | 1,886,469 |
Commitments and contingencies (Note 5) | |
PARENT EQUITY: | |
Parent investment, net (Note 6) | 144,274,678 |
Accumulated deficit | (108,972,608) |
Total stockholders' equity | 35,302,070 |
Total liabilities and stockholders' equity | $ 37,188,539 |
COMBINED CARVE-OUT BALANCE SH_2
COMBINED CARVE-OUT BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Apr. 15, 2021 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred Stock, Shares Issued | 510,000 | |||
Preferred Stock, Shares Outstanding | 510,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 |
Common stock, shares issued | 8,820,240 | 8,820,240 | ||
Common stock, shares outstanding | 8,820,240 | 8,820,240 | ||
OceanPal Inc. Predecessor | ||||
Common stock, par value | $ 0.01 | |||
Common Stock, Shares Authorized | 500 |
COMBINED CARVE-OUT STATEMENTS O
COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OceanPal Inc. Predecessor | |||
REVENUES: | |||
Time charter revenues (Note 2(o)) | $ 11,342,529 | $ 9,410,671 | $ 12,370,182 |
EXPENSES: | |||
Voyage expenses (Note 2(o)) | 418,022 | 977,940 | 1,548,501 |
Vessel operating expenses (Note 2(p)) | 6,200,109 | 8,497,830 | 5,582,563 |
Depreciation and amortization of deferred charges (Note 4) | 2,192,911 | 2,151,977 | 2,479,432 |
General and administrative expenses (Note 6) | 1,104,894 | 1,265,051 | 809,205 |
Management fees to related parties (Note 3) | 683,121 | 756,000 | 728,300 |
Vessel Impairment charges (Note 4) | 3,047,978 | ||
Vessel fair value adjustment (Note 4) | 200,500 | ||
Other loss/(income) | (9,427) | (241,668) | 37,055 |
Operating income | 752,899 | (3,795,959) | (1,862,852) |
OTHER EXPENSES | |||
Finance costs | (1,916) | ||
Net income and comprehensive income | $ 750,983 | $ (3,795,959) | $ (1,862,852) |
COMBINED CARVE-OUT STATEMENTS_2
COMBINED CARVE-OUT STATEMENTS OF PARENTS' EQUITY - USD ($) | Parent Company Investment, netOceanPal Inc. Predecessor | Preferred stockSeries B Preferred Stock | Preferred stockSeries C Preferred Stock | Common stock | Additional paid-in capitalSeries C Preferred Stock | Additional paid-in capital | Retained EarningsSeries C Preferred Stock | Retained EarningsOceanPal Inc. Predecessor | Retained Earnings | Series B Preferred Stock | Series C Preferred Stock | OceanPal Inc. Predecessor | Total |
Balance at the beginning at Dec. 31, 2018 | $ 141,543,044 | $ (103,313,797) | $ 38,229,247 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Parent Distribution, net (Note 6) | (1,504,222) | (1,504,222) | |||||||||||
Net Income (loss) and comprehensive loss | (1,862,852) | (1,862,852) | |||||||||||
Balance at the end at Dec. 31, 2019 | 140,038,822 | (105,176,649) | 34,862,173 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Parent Investment, net (Note 6) | 4,235,856 | 4,235,856 | |||||||||||
Net Income (loss) and comprehensive loss | (3,795,959) | (3,795,959) | |||||||||||
Balance at the end at Dec. 31, 2020 | 144,274,678 | (108,972,608) | 35,302,070 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Parent Distribution, net (Note 6) | (3,196,728) | (3,196,728) | |||||||||||
Net Income (loss) and comprehensive loss | 750,983 | 750,983 | |||||||||||
Balance at the end at Nov. 29, 2021 | $ 141,077,950 | $ (108,221,625) | $ 32,856,325 | ||||||||||
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 5 | $ 0 | $ 0 | $ 0 | |||||||
Balance at the beginning (in shares) at Apr. 14, 2021 | 0 | 0 | 500 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net Income (loss) and comprehensive loss | 134,000 | 134,000 | |||||||||||
Cancellation of common stock | $ (5) | ||||||||||||
Cancellation of common stock (in shares) | (500) | ||||||||||||
Issuance of stock | $ 5 | $ 88 | $ 7,570,000 | 40,421,000 | $ 5,000 | $ 7,570,000 | 40,509,000 | ||||||
Issuance of stock (in shares) | 500,000 | 10,000 | 8,820,240 | ||||||||||
Dividends on preferred stock | $ (69,000) | $ (69,000) | |||||||||||
Balance at the end at Dec. 31, 2021 | $ 5 | $ 0 | $ 88 | $ 47,991,000 | $ 65,000 | $ 48,149,000 | |||||||
Balance at the end (in shares) at Dec. 31, 2021 | 500,000 | 10,000 | 8,820,240 |
COMBINED CARVE-OUT STATEMENTS_3
COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OceanPal Inc. Predecessor | |||
Cash Flows from Operating Activities: | |||
Net income/(loss) | $ 750,983 | $ (3,795,959) | $ (1,862,852) |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | |||
Depreciation and amortization of deferred charges | 2,192,911 | 2,151,977 | 2,479,432 |
Asset impairment charge (Note 4) | 3,047,978 | ||
Vessel fair value adjustment (Note 4) | (200,500) | ||
(Increase) / Decrease in: | |||
Accounts receivable, trade | 169,243 | (725,324) | (302,696) |
Due from a related party | (14,418) | (1,167,746) | (1,891) |
Inventories | (26,611) | (13,199) | 392,255 |
Insurance claims | 941,488 | 1,145,969 | (2,078,347) |
Prepaid expenses | 191,097 | (155,786) | (403,488) |
Increase / (Decrease) in: | |||
Accounts payable, trade and other | 87,213 | (47,062) | (160,921) |
Due to related parties | (115,280) | (122,741) | 220,261 |
Accrued liabilities | (1,125,141) | 1,189,260 | 202,046 |
Deferred revenue | 135,080 | (155,877) | (90,092) |
Drydock costs | (5,535) | (826,180) | (2,234) |
Net cash provided by / (used in) Operating Activities | 3,181,030 | (2,723,168) | 1,439,451 |
Cash Flows used in Investing Activities: | |||
Payments for vessel improvements (Note 4) | (23,850) | (1,474,965) | |
Net cash used in Investing Activities | (23,850) | (1,474,965) | |
Cash Flows from Financing Activities: | |||
Parent investment/(distribution), net | (3,196,728) | 4,235,856 | (1,504,222) |
Net cash provided by/ (used in) Financing Activities | (3,196,728) | 4,235,856 | (1,504,222) |
Net increase/(decrease) in cash and cash equivalents | (39,548) | 37,723 | (64,771) |
Cash and cash equivalents at beginning of the period | 39,638 | 1,915 | 66,686 |
Cash and cash equivalents at end of the year | $ 90 | $ 39,638 | $ 1,915 |
Basis of Presentation and Gen_3
Basis of Presentation and General Information | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Basis of Presentation and General Information | 1. Basis of Presentation and General Information The accompanying consolidated financial statements include the accounts of OceanPal Inc. (the ‘‘Company", or "OceanPal", or “OP”), and its wholly-owned subsidiaries (collectively, the “Company”). OP was incorporated by Diana Shipping Inc. (“Diana Shipping” or “DSI”) on April 15, 2021 under the laws of the Republic of the Marshall Islands, having a share capital of 500 shares, par value $0.01 per share, issued to DSI (Note 3 (c)). In November 2021, the Company’s articles of incorporation and bylaws were amended. Under the amended articles of incorporation, the Company’s authorized share capital increased from 500 common shares to 1,000,000,000 common stock at par value $0.01 and 100,000,000 preferred stock at par value $0.01. On June 24, 2021, OP filed a confidential registration statement on Form 20-F with the US Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, to effect a spin-off of three of DSI’s vessel owning subsidiaries together with working capital in exchange of common and preferred stock to DSI and its’ shareholders (the “Spin-Off”) (Note 3 (c)). On November 29, 2021 the registration statement was declared effective. On November 30, 2021, OP began "regular way" trading on the Nasdaq Global Market under the ticker symbol “OP”. The Company is engaged in the ocean transportation of cargoes worldwide through the ownership and operation of vessels. Each of the vessels is owned through a separate wholly-owned subsidiary. The Company is the sole owner of all outstanding shares of the following subsidiaries: ● Cypres Enterprises Corp., a company incorporated in the Republic of Panama on September 7, 2000, owner of the 2004 built Panamax dry bulk carrier Protefs, ● Darien Compania Armadora S.A., a company incorporated in the Republic of Panama on December 22, 1993, owner of the 2005 built Panamax dry bulk carrier Calipso, and ● Marfort Navigation Company Limited, a company incorporated in the Republic of Cyprus on August 10, 2007, owner of the 2005 built Capesize dry bulk carrier Salt Lake City. The Company operates its own fleet through Diana Wilhelmsen Management Limited (or “DWM”) (Note 3(a)) and Steamship Shipbroking Enterprises Inc. (or “Steamship”) (Note 3(b)). Financial Statements presentation The financial statements of the Company have been presented for the period from inception (April 15, 2021) through December 31, 2021. They include the accounts of OceanPal Inc. from inception date April 15, 2021 and the accounts of the Company’s wholly-owned subsidiaries from November 30, 2021 upon the Spin-Off consummation and acquisition of the three ship-owning subsidiaries by the Company. No comparatives are presented, as the Spin-Off has been accounted for as a nonmonetary transfer of assets rather than a spin-off of a business. The outbreak of the COVID-19 virus has had a negative effect on the global economy and has adversely impacted the international shipping industry into which the Company operates. Given the dynamic nature of these circumstances, the full extent to which the COVID-19 global pandemic may have direct or indirect impact on the Company’s business and the related financial reporting implications cannot be reasonably estimated at this time, although it could materially affect the Company’s business, results of operations and financial condition in the future. As of December 31, 2021, the impact of the outbreak of COVID-19 virus continues to unfold. As a result, many of the Company’s estimates and assumptions carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change in future periods. The overall impact of COVID-19 on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by the COVID-19 pandemic, will depend on how the outbreak further develops, the duration and extent of the restrictive measures that are associated with the pandemic and their impact on global economy and trade, which is still uncertain. The Company is constantly monitoring the developing situation, as well as its charterers’ response to the severe market disruption via cost cutting and rationalization of their networks and fleets, and is making necessary preparations to address and mitigate, to the extent possible, the impact of COVID-19 to the Company. | |
OceanPal Inc. Predecessor | ||
Basis of Presentation and General Information | 1. Basis of Presentation and General Information OceanPal Inc., (the “Company”, or “OceanPal”), was incorporated by Diana Shipping Inc. (or “DSI” or “Parent”), as a wholly owned subsidiary, on April 15, 2021 under the laws of the Republic of the Marshall Islands, having an authorized share capital of 500 shares, par value $0.01 per share, issued to the Parent. The Company was formed to serve as the holding company of the following three of the Parent’s vessel-owning subsidiaries (the “Subsidiaries”, or “OceanPal Inc. Predecessors”): ● Cypres Enterprises Corp., a company incorporated in the Republic of Panama on September 7, 2000, owner of the 2004 built Panamax dry bulk carrier Protefs, ● Darien Compania Armadora S.A., a company incorporated in the Republic of Panama on December 22, 1993, owner of the 2005 built Panamax dry bulk carrier Calipso and ● Marfort Navigation Company Limited, a company incorporated in the Republic of Cyprus on August 10, 2007, owner of the 2005 built Capesize dry bulk carrier Salt Lake City; As of November 29, 2021, the Parent contributed the Subsidiaries to OceanPal and, as the sole shareholder of the Company, distributed the Company’s common shares to its shareholders on a pro rata basis upon consummation of a spin-off transaction (Note 9 (a)). The accompanying predecessor combined carve-out financial statements are those of the Subsidiaries for the period presented using the historical carrying costs of the assets and the liabilities of the ship-owning companies above from the dates of their incorporation. The Company is a global provider of shipping transportation services, specializing in the ownership of vessels. Each of our vessels is owned through a separate wholly-owned subsidiary. In 2020, the outbreak of the COVID-19 virus had a negative effect on the global economy and has adversely impacted the international dry-bulk shipping industry in which the OceanPal Inc. Predecessors operated. The impact of the outbreak of COVID-19 virus resulted in low time charter rates throughout the year, decreased revenues and increased crew and dry-docking costs. For 2021, there were signs of improvement in the dry-bulk market and overall operations, though the impact of the outbreak of COVID-19 is still present. As the situation continues to evolve, it is difficult to predict the long-term impact of the pandemic on the industry. As a result, many of the estimates and assumptions, mainly future revenues for unfixed days, carry a higher degree of variability and volatility. The Company is constantly monitoring the developing situation, as well as charterers’ response to the severe market disruption and is taking necessary precautions to address and mitigate, to the extent possible, the impact of COVID-19 to the Company. |
Significant Policies
Significant Policies | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Significant Policies | 2. Significant Accounting Policies a)Principles of Consolidation : b)Use of Estimates: c)Other Comprehensive Income / (Loss): d)Foreign Currency Translation: e)Cash and Cash Equivalents: f)Accounts Receivable, Trade: g)Inventories: h)Vessels, net : increase the earning capacity or improve the efficiency or safety of the vessels; otherwise these amounts are charged to expense as incurred. As at balance sheet date, vessels are stated at cost less accumulated depreciation expense and impairment charge, if any. i)Impairment of Long-Lived Assets: For vessels, the Company calculates undiscounted projected net operating cash flows by considering the historical and estimated vessels’ performance and utilization with the significant assumption being future charter rates for the unfixed days, using the most recent 10 year average of historical 1 year time charter rates available for each type of vessel over the remaining estimated life of each vessel, net of commissions. Other assumptions used in developing estimates of future undiscounted cash flow are charter rates calculated for the fixed days using the fixed charter rate of each vessel from existing time charters, the expected outflows for scheduled vessels’ maintenance; vessel operating expenses; fleet utilization, and the vessels’ residual value if sold for scrap. This calculation is then compared with the vessels’ net book value plus unamortized dry-docking costs. The difference between the carrying amount of the vessel plus unamortized dry-docking costs and their fair value is recognized in the Company’s accounts as impairment loss. No impairment loss was identified or recorded in 2021. j)Vessel Depreciation: k)Accounting for Dry-Docking Costs : l)Concentration of Credit Risk : m)Accounting for Revenues and Expenses: a vessel is redelivered by a charterer and delivered to the next charterer at different bunker prices, or quantities. For the period from November 30, 2021 through December 31, 2021, the Company incurred gain on bunkers amounting to $63, resulting mainly from the difference in the value of bunkers paid by the Company when the vessel is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the vessel is delivered to a new charterer. This gain in included in “Voyage expenses” in the accompanying consolidated statement of comprehensive income. Under a time charter agreement, the owner pays for the operation and the maintenance of the vessel, including crew, insurance, spares and repairs, which are recognized in operating expenses. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Deferred revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met. The Company, as lessor, has elected not to allocate the consideration in the agreement to the separate lease and non-lease components (operation and maintenance of the vessel) as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the vessel rather than to the services provided under the time charter contracts. The majority of the vessels are employed on short to medium-term time charter contracts, which provides flexibility in responding to market developments. The Company monitors developments in the dry bulk shipping industry on a regular basis and adjusts the charter hire periods for the vessels according to prevailing market conditions. n)Repairs and Maintenance: o)Earnings / (loss) per Common Share: p)Segmental Reporting: q)Fair Value Measurements : r)Share Based Payments: s)Going concern: t)Financial Instruments, credit losses : u)Evaluation of Nonmonetary Transactions: New Accounting Pronouncements - Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU addresses the diversity in practice in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after modification or exchange. Under the guidance, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt or for other reasons. The ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but entities need to apply the guidance as of the beginning of the fiscal year that includes the interim period in which they choose to early adopt the guidance. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. | |
OceanPal Inc. Predecessor | ||
Significant Policies | 2. Significant Policies a) Basis of presentation The combined carve-out statements of operations also reflect intercompany expense allocations made to OceanPal Inc. Predecessors by DSI of certain general and administrative expenses from Parent (Note 6). However, amounts recognized by OceanPal Inc. Predecessors are not necessarily representative of the amounts that would have been reflected in the financial statements had the OceanPal Inc. Predecessors operated independently of Parent as the OceanPal Inc. Predecessors would have had additional administrative expenses, including legal, professional, treasury and regulatory compliance and other costs normally incurred by a listed public entity. Management has estimated these additional administrative expenses to be $1,104,894, $1,265,051 and $809,205, respectively, for the period from January 1, 2021, to November 29, 2021, and for the years ended December 31, 2020 and 2019, respectively. Both the OceanPal Inc. Predecessors and DSI consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by the Predecessors during the periods presented. The allocations may not, however, reflect the expense the OceanPal Inc. Predecessors have incurred as an independent, publicly traded company for the periods presented. OceanPal Inc. Predecessors have no common capital structure for the combined business and, accordingly, has not presented historical earnings per share. b) Use of Estimates: c) Other Comprehensive Income / (Loss): d) Foreign Currency: e) Cash and Cash Equivalents: f) Accounts Receivable, Trade: receivable has been recorded in the accompanying statements of comprehensive income/(loss) during the period from January 1, 2021 through November 29, 2021, and the years ended December 31, 2020 and 2019. g) Inventories: h) Insurance claims. i) Vessel, net j) Vessels held for sale: k) Impairment of Long-Lived Assets: OceanPal Inc. Predecessors undiscounted projected net operating cash flows by considering the historical and estimated vessels’ performance and utilization with the significant assumption being future charter rates for the unfixed days, using the most recent 10 year 1 year 1 year l) Vessel Depreciation: tonnage and estimated scrap rate. Management estimates the useful life of the OceanPal Inc. Predecessors’ vessels to be 25 years m) Accounting for Dry-Docking Costs n) Concentration of Credit Risk o) Accounting for Revenues and Expenses: p) Repairs and Maintenance: q) Segmental Reporting: r) Fair Value Measurements s) Going concern: t) Financial Instruments, credit losses Recent Accounting Pronouncements -Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. OceanPal Inc. Predecessors have assessed the impact of this new accounting guidance and the adoption of this ASU is not expected to have a material impact on the combined carve - out financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The impact of this new accounting guidance and the adoption of this ASU has been assessed and it is expected that it does not have a material impact on the OceanPal Inc. Predecessors’ combined carve-out financial statements and related disclosures. |
Transactions with related par_5
Transactions with related parties | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Transactions with related parties | 3. Transactions with related parties a)Diana Wilhelmsen Management Limited, or DWM: b)Steamship Shipbroking Enterprises Inc. or Steamship: c)Diana Shipping Inc., or DSI: outstanding common stock (i.e., 8,820,240 shares (Note 6(a)) to DSI’s shareholders. Any fractional shares were rounded up to the nearest whole share. Furthermore, Diana Shipping Inc. received 500,000 of the Company’s Series B Preferred stock (the "Series B Preferred Stock") (Note 6(c)) and 10,000 of the Company’s Series C Convertible Preferred Stock (the "Series C Preferred Stock") (Note 6(d)). Series B Preferred Stock entitles Diana Shipping Inc. the right of 2,000 votes on all matters on which the Company’s shareholders are entitled to vote of up to 34% of the total number of votes entitled to vote on such matter, provided further that the aggregate voting power of any holder of Series B Preferred Stock, together with any affiliate of such holder, would not exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Company's shareholders. Series B preferred Stock has no economic rights. Series C preferred Stock does not have voting rights unless related to amendments of the Articles of Incorporation that adversely alter the preference, powers or rights of the Series C Preferred Stock or to issue parity stock or create or issue senior stock. Series C Preferred Stock, has a cumulative preferred dividend accruing at the rate of 8.0% per annum which may be paid in cash or, at the Company’s election, in kind and will contain a liquidation preference equal to its’ stated value of $1,000 and will be convertible into common shares at DSI’s option commencing upon the first anniversary of the original issue date (i.e. November 29, 2022), at a conversion price equal to the lesser of $6.50 and the 10-trading day trailing VWAP of the Company’s common shares, subject to certain adjustments. DSI will not distribute the Series B Preferred Stock or the Series C Preferred Stock to its shareholders in connection with the Spin-Off and the Series B and Series C Preferred Stock are non-transferable. The transaction was approved unanimously by the Board of Directors. Pursuant to the Contribution and Conveyance agreement dated on November 8, 2021, as amended and restated on November 17, 2021, entered between the Company and DSI, DSI has indemnified the Company and the vessel-owning subsidiaries for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the Company’s vessels prior to the effective date of the Spin-Off (November 29, 2021). Additionally, pursuant to a Right of First Refusal agreement entered with Diana Shipping Inc., dated November 8, 2021, the Company has been granted a right of first refusal over six identified drybulk carriers owned by DSI, effective as of the consummation of the Spin-Off. Pursuant to this right of first refusal, the Company has the right, but not the obligation, to purchase one or all of the six identified vessels when and if DSI determines to sell the vessels at fair market value at the time of sale. Furthermore, the Company as of November 2, 2021, has entered into a Non-Competition agreement with DSI pursuant to which DSI has agreed not to compete with the Company for vessel acquisition or chartering opportunities to the extent that such acquisition or chartering opportunities are suitable for the Company or one of the Company’s vessels. The Spin-Off was accounted for at fair values. The aggregate fair value of $46,040 of the three vessels contributed to the Company was determined through Level 2 inputs of the fair value hierarchy by taking into consideration third party valuations which were based on the last done deals of sale of vessels with similar characteristics, such as type, size and age at the specific dates. The fair value of other assets contributed to the Company, mainly comprising from lubricating oils and bunkers, approximated their respective carrying value. Series B preferred Stock, which has no economic interest, is recorded at par amounting to $5 and Series C preferred Stock has been recorded at a fair value of $7,570 determined based on valuation obtained by an independent third party for the purposes of the Spin-Off. Additionally, as of December 31, 2021, there was an amount of $70 due from Diana Shipping Inc., included in “Due from a related party” in the accompanying consolidated balance sheet, resulting from amounts paid or received by DSI on behalf of OceanPal up to the date of the contribution. | |
OceanPal Inc. Predecessor | ||
Transactions with related parties | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: b) Diana Shipping Services S.A., or DSS: |
Vessels
Vessels | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Vessels, net | 4. Vessels, net Vessels’ contribution On November 29, 2021, entities Cypres Enterprises Corp., Darien Compania Armadora S.A., and Marfort Navigation Company Limited, whose substantially all assets were vessels Protefs, Calipso and Salt Lake City, respectively, were contributed to the Company by Diana Shipping in connection with the Spin-Off (Note 3(c)). Vessel improvements Vessel improvements mainly relate to the implementation of ballast water treatment and other works necessary for the vessels to comply with new regulations and be able to navigate to additional ports. During the period ended December 31, 2021, the additions to vessels’ cost amounted to $42. The amounts reflected in Vessels, net in the accompanying consolidated balance sheet are analyzed as follows: Accumulated Vessel Cost Depreciation Net Book Value - Vessels contributed by DSI $ 46,040 — $ 46,040 - Additions and improvements 42 — 42 - Depreciation for the period — (354) (354) Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 | |
OceanPal Inc. Predecessor | ||
Vessels, net | 4. Vessels On December 24, 2019, Darien Compania Armadora S.A. entered into a Memorandum of Agreement to sell to an unaffiliated third party the vessel Calipso The classification of Calipso In February 2020, the buyers of Calipso The amounts reflected in Vessels, net in the accompanying combined carve-out balance sheet as of December 31, 2020 are analyzed as follows: Accumulated Vessel Cost Depreciation Net Book Value Balance, December 31, 2019 $ 38,600,196 $ (13,139,306) $ 25,460,890 - Additions for improvements 1,474,965 — 1,474,965 - Vessel fair value adjustment 200,500 — 200,500 - Vessel transferred from held for sale 7,129,500 — 7,129,500 - Depreciation for the period — (2,016,556) (2,016,556) Balance, December 31, 2020 $ 47,405,161 $ (15,155,862) $ 32,249,299 Vessels’ depreciation expense for the period from January 1, 2021 through November 29, 2021, and for the years ended December 31, 2020 and 2019, amounted to $1.97 million, $2.02 million, and $ 2.27 million, respectively, and is included in “Depreciation and amortization of deferred charges” in the accompanying combined carve-out statements of operations and comprehensive income/(loss). |
Commitments and Contingencies_2
Commitments and Contingencies | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Commitments and Contingencies | 5. Commitments and Contingencies a) b) As at December 31, 2021, all of the Company’s vessels were fixed under time charter agreements, considered as operating leases accounted for as per ASC 842 requirements. The minimum contractual gross charter revenues expected to be generated from fixed and non-cancelable time charter contracts existing as at December 31, 2021 and until their expiration falling within 2022 is estimated at $2, 657. | |
OceanPal Inc. Predecessor | ||
Commitments and Contingencies | 5. Commitments and Contingencies a) b) accepted a fine of $2.0 million and the placement of DWM on probation for four years, subject to court approval. On September 23, 2021, in the sentencing hearing of the Protefs case, the judge accepted DWM’s guilty pleas, adjudged DWM guilty and imposed the agreed upon sentence of a combined fine of $2 million, a total special assessment and a four-year term of probation. The total amount of the fine was settled during 2021 through the security bond placed by DWM on July 9, 2020, whereas the remaining balance of the fine amounting to $0.25 million was settled by the ship owning company of Protefs. c) |
Parent Investment
Parent Investment | 11 Months Ended |
Nov. 29, 2021 | |
OceanPal Inc. Predecessor | |
Parent Investment | 6. Parent Investment, net Parent investment, net consists of the amounts contributed by the Parent to finance part of the acquisition cost of the vessels, intercompany amounts due to or from the Parent which are forgiven and treated as contributions or distributions of capital and other general and administrative expenses allocated to the OceanPal Inc. Predecessors by Parent. Allocated general and administrative expenses include expenses of Parent such as executive’s cost, legal, treasury, regulatory compliance and other costs. These expenses were allocated on a pro rata basis, based on the number of ownership days of the Subsidiaries’ vessels compared to the number of ownership days of the total DSI fleet. Such allocations are believed to be reasonable, but may not reflect the actual costs if the OceanPal Inc. Predecessors had operated as a standalone company. For the period from January 1, 2021 through November 29, 2021, and for 2019, capital distribution amounted to $3.2 million and $1.5 As part of Parent, OceanPal Inc. Predecessors are dependent upon Parent for all of their working capital and financing requirements, as Parent uses a centralized approach to cash management and financing of their operations. Financial transactions relating to OceanPal Inc. Predecessor are accounted for through the Parent equity account and reflected in the combined carve-out statements of Parent’s equity as an increase or decrease in Parent investment. Accordingly, none of Parent’s cash, cash equivalents or debt at the corporate level have been assigned to the OceanPal Inc. Predecessors in the combined carve-out financial statements. Parent equity, net represents Parent’s interest in the recorded net assets of the OceanPal Inc. Predecessors. All significant intercompany accounts and transactions between the businesses comprising the OceanPal Inc. Predecessors have been eliminated in the accompanying combined carve-out financial statements. |
Fair Value measurements and Ris
Fair Value measurements and Risk management | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Financial Instruments and Fair Value Disclosures | 9. Financial Instruments and Fair Value Disclosures Concentration of credit risk: other things, general economic conditions, the state of the capital markets, the condition of the shipping industry and charter hire rates. The Company’s credit risk with financial institutions is limited as it has temporary cash investments, consisting mostly of deposits, placed with various qualified financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and by receiving payments of hire in advance. The Company, generally, does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk. For 2021, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: From April 15, 2021 Charterer through December 31, 2021 A 35 % B 32 % C 26 % Fair value of assets and liabilities: On November 29, 2021, DSI contributed to OceanPal three vessels having a fair value of $46,040 determined through Level 2 inputs of the fair value hierarchy by taking into consideration third party valuations which were based on the last done deals of sale of vessels with similar characteristics, such as type, size and age at the specific dates (Notes 3 (c) and 4). | |
OceanPal Inc. Predecessor | ||
Financial Instruments and Fair Value Disclosures | 7. Fair Value measurements and Risk management The carrying values of cash, accounts receivable, due from related parties and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial instruments, which potentially subject OceanPal Predecessors to significant concentrations of credit risk, consist principally of cash and trade accounts receivable. The ability and willingness of each of the OceanPal Inc. Predecessors’ counterparties to perform their obligations under a contract depend upon a number of factors that are beyond the OceanPal Inc. Predecessors’ control and may include, among other things, general economic conditions, the state of the capital markets, the condition of the shipping industry and charter hire rates. The credit risk with financial institutions is limited as it has temporary cash investments, consisting mostly of deposits, placed with various qualified financial institutions and performs periodic evaluations of the relative credit standing of those financial institutions. The credit risk with accounts receivable is limited by performing ongoing credit evaluations of the customers’ financial condition and by receiving payments of hire in advance. Generally, no collateral is required for accounts receivable whereas OceanPal Inc. Predecessors do not have any agreements to mitigate credit risk. During the period from January 1, 2021, to November 29, 2021 and during 2020 and 2019, charterers that individually accounted for 10% or more of the OceanPal Inc. Predecessors time charter revenues were as follows: From January 1, 2021 to Charterer November 29, 2021 2020 2019 C Transport Maritime LTD 38 % Vitera Chartering 29 % Reachy International 28 % Cargill International S.A. 34 % 33 % Phaethon International Co AG. 34 % Uniper Global Commodities, Dusseldorf GE 22 % Crystal Sea Shipping Co., Limited 10 % 12 % Hadson Shipping Lines Inc. 30 % Glencore Agriculture BV 22 % |
Income Taxes_2
Income Taxes | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Income Taxes | 8.Income Taxes Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in vessel operating expenses in the accompanying consolidated statement of comprehensive income. The vessel-owning companies with vessels that have called on the United States are obliged to file tax returns with the Internal Revenue Service. However, pursuant to the Internal Revenue Code of the United States, U.S. source income from the international operations of ships is generally exempt from U.S. tax. The applicable tax is 50% of 4% of U.S. related gross transportation income unless an exemption applies. The Company and each of its subsidiaries expects it qualifies for this statutory tax exemption for the 2021 taxable year, and the Company takes this position for United States federal income tax return reporting purposes. | |
OceanPal Inc. Predecessor | ||
Income Taxes | 8. Income Taxes Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in vessel operating expenses in the accompanying combined carve-out statements of operations. The vessel-owning companies with vessels that have called on the United States are obliged to file tax returns with the Internal Revenue Service. However, pursuant to the Internal Revenue Code of the United States, U.S. source income from the international operations of ships is generally exempt from U.S. tax. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Each of the subsidiaries expects it qualifies for this statutory tax exemption for the period from January 1, 2021 to November 29, 2021, 2020 and 2019 taxable years, and they take this position for United States federal income tax return reporting purposes. |
Subsequent Events_2
Subsequent Events | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Subsequent Events | 10.Subsequent Events (a) Series C Preferred Stock Dividends: On January 17, 2022, the Company paid a dividend on its Series C preferred stock, amounting to $100 , to DSI. (b) Underwritten Public Offering: On January 12, 2022, the Company filed with the SEC a registration statement on Form F-1, which was declared effective on January 21, 2022. On January 25, 2022, the Company closed an underwritten public offering of 15,571,429 units at a price of $0.77 per unit, each unit consisting of one share of the Company’s common stock (or one pre-funded warrant in lieu of one share of the Company’s common stock) and one Class A warrant to purchase one share of the Company’s common stock. In particular, upon the closing of the offering, 13,071,429 shares of common stock, 2,500,000 prefunded warrants to purchase one share of common stock, and 15,571,429 Class A warrants to purchase one share of common stock were sold. In addition, certain selling stockholders affiliated with the Company (the “Selling Stockholders”) sold an aggregate of 628,571 shares of common stock in the offering. Each share of common stock sold by a Selling Stockholder was sold with one Class A warrant to purchase one share of common stock. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 1,148,577 common shares from the Selling Stockholders and 1,281,423 common shares along with 2,430,000 Class A warrants from the Company. All prefunded warrants have been exercised and 14,474,000 Class A warrants remain available for exercise at an exercise price of $0.77 per share for up to an aggregate of the same number of shares of common stock on April 5, 2022. The Company did not receive any of the proceeds from the sale of common shares by the Selling Stockholders. (c) Receipt of Nasdaq Notice: On March 8, 2022, the Company received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 30 consecutive business days, from January 21, 2022 to March 7, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance is 180 days , or until September 5, 2022. The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period. During this time, the Company's common stock will continue to be listed and trade on the Nasdaq. (d) Dividend declaration: On March 18, 2022, the Company’s Board of Directors declared a cash dividend on the Company’s common stock of $0.05 per share for the fourth quarter ended December 31, 2021. The cash dividend will be payable on or about April 11, 2022 to all common shareholders of the Company of record as of April 1, 2022. (e) Amendment to Company’s 2021 Equity Incentive Plan: On March 24, 2022, the Company’s 2021 Equity Incentive Plan was amended and restated to, among other things, permit grants of Series C Preferred Shares thereunder, in an aggregate amount of up to 10,000 shares. (f) Uncertainties caused by the Russo-Ukrainian War: The recent outbreak of war between Russia and the Ukraine has disrupted supply chains and caused instability in the global economy, while the United States and the European Union, among other countries, announced sanctions against Russia, including sanctions targeting the Russian oil sector, among those a prohibition on the import of oil from Russia to the United States. The ongoing conflict could result in the imposition of further economic sanctions against Russia and the Company’s business may be adversely impacted. Currently, the Company’s charter contracts have not been affected by the events in Russia and Ukraine. However, it is possible that in the future third parties with whom the Company has or will have charter contracts may be impacted by such events. While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect the Company’s business, financial condition, results of operation and cash flows. | |
OceanPal Inc. Predecessor | ||
Subsequent Events | 9. Subsequent Events (a) Contribution by Parent of the three ship-owning companies to OceanPal Inc.: (b) Uncertainties caused by the Russo-Ukrainian War: |
Significant Policies (Policies)
Significant Policies (Policies) | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Use of Estimates | b)Use of Estimates: | |
Other Comprehensive Income / (Loss) | c)Other Comprehensive Income / (Loss): | |
Foreign Currency Translation | d)Foreign Currency Translation: | |
Cash and Cash Equivalents | e)Cash and Cash Equivalents: | |
Accounts Receivable, Trade | f)Accounts Receivable, Trade: | |
Inventories | g)Inventories: | |
Vessel Cost | h)Vessels, net : increase the earning capacity or improve the efficiency or safety of the vessels; otherwise these amounts are charged to expense as incurred. As at balance sheet date, vessels are stated at cost less accumulated depreciation expense and impairment charge, if any. | |
Impairment of Long-Lived Assets | i)Impairment of Long-Lived Assets: For vessels, the Company calculates undiscounted projected net operating cash flows by considering the historical and estimated vessels’ performance and utilization with the significant assumption being future charter rates for the unfixed days, using the most recent 10 year average of historical 1 year time charter rates available for each type of vessel over the remaining estimated life of each vessel, net of commissions. Other assumptions used in developing estimates of future undiscounted cash flow are charter rates calculated for the fixed days using the fixed charter rate of each vessel from existing time charters, the expected outflows for scheduled vessels’ maintenance; vessel operating expenses; fleet utilization, and the vessels’ residual value if sold for scrap. This calculation is then compared with the vessels’ net book value plus unamortized dry-docking costs. The difference between the carrying amount of the vessel plus unamortized dry-docking costs and their fair value is recognized in the Company’s accounts as impairment loss. No impairment loss was identified or recorded in 2021. | |
Vessel Depreciation | j)Vessel Depreciation: | |
Accounting for Dry-Docking Costs | k)Accounting for Dry-Docking Costs : | |
Concentration of Credit Risk | l)Concentration of Credit Risk : | |
Accounting for Revenues and Expenses | m)Accounting for Revenues and Expenses: a vessel is redelivered by a charterer and delivered to the next charterer at different bunker prices, or quantities. For the period from November 30, 2021 through December 31, 2021, the Company incurred gain on bunkers amounting to $63, resulting mainly from the difference in the value of bunkers paid by the Company when the vessel is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the vessel is delivered to a new charterer. This gain in included in “Voyage expenses” in the accompanying consolidated statement of comprehensive income. Under a time charter agreement, the owner pays for the operation and the maintenance of the vessel, including crew, insurance, spares and repairs, which are recognized in operating expenses. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Deferred revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met. The Company, as lessor, has elected not to allocate the consideration in the agreement to the separate lease and non-lease components (operation and maintenance of the vessel) as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the vessel rather than to the services provided under the time charter contracts. The majority of the vessels are employed on short to medium-term time charter contracts, which provides flexibility in responding to market developments. The Company monitors developments in the dry bulk shipping industry on a regular basis and adjusts the charter hire periods for the vessels according to prevailing market conditions. | |
Repairs and Maintenance | n)Repairs and Maintenance: | |
Segmental Reporting | p)Segmental Reporting: | |
Fair Value Measurements | q)Fair Value Measurements : | |
Going concern | s)Going concern: | |
Financial instruments, credit losses | t)Financial Instruments, credit losses : | |
Recent Accounting Pronouncements -Not yet adopted | New Accounting Pronouncements - Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU addresses the diversity in practice in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after modification or exchange. Under the guidance, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt or for other reasons. The ASU is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but entities need to apply the guidance as of the beginning of the fiscal year that includes the interim period in which they choose to early adopt the guidance. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. | |
OceanPal Inc. Predecessor | ||
Basis of presentation | a) Basis of presentation | |
Use of Estimates | b) Use of Estimates: | |
Other Comprehensive Income / (Loss) | c) Other Comprehensive Income / (Loss): | |
Foreign Currency Translation | d) Foreign Currency: | |
Cash and Cash Equivalents | e) Cash and Cash Equivalents: | |
Accounts Receivable, Trade | f) Accounts Receivable, Trade: receivable has been recorded in the accompanying statements of comprehensive income/(loss) during the period from January 1, 2021 through November 29, 2021, and the years ended December 31, 2020 and 2019. | |
Inventories | g) Inventories: | |
Insurance claims | h) Insurance claims. | |
Vessel Cost | i) Vessel, net | |
Vessels held for sale | j) Vessels held for sale: | |
Impairment of Long-Lived Assets | k) Impairment of Long-Lived Assets: | |
Vessel Depreciation | l) Vessel Depreciation: tonnage and estimated scrap rate. Management estimates the useful life of the OceanPal Inc. Predecessors’ vessels to be 25 years | |
Accounting for Dry-Docking Costs | m) Accounting for Dry-Docking Costs | |
Concentration of Credit Risk | n) Concentration of Credit Risk | |
Accounting for Revenues and Expenses | o) Accounting for Revenues and Expenses: | |
Repairs and Maintenance | p) Repairs and Maintenance: | |
Segmental Reporting | q) Segmental Reporting: | |
Fair Value Measurements | r) Fair Value Measurements | |
Going concern | s) Going concern: | |
Financial instruments, credit losses | t) Financial Instruments, credit losses | |
Recent Accounting Pronouncements -Not yet adopted | Recent Accounting Pronouncements -Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. OceanPal Inc. Predecessors have assessed the impact of this new accounting guidance and the adoption of this ASU is not expected to have a material impact on the combined carve - out financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The impact of this new accounting guidance and the adoption of this ASU has been assessed and it is expected that it does not have a material impact on the OceanPal Inc. Predecessors’ combined carve-out financial statements and related disclosures. |
Basis of Presentation and Gen_4
Basis of Presentation and General Information (Tables) | 11 Months Ended |
Nov. 29, 2021 | |
OceanPal Inc. Predecessor | |
Product Information [Line Items] | |
Schedule predecessors time charter revenues | |
Vessels (Tables)
Vessels (Tables) | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Summary of vessels, net | Accumulated Vessel Cost Depreciation Net Book Value - Vessels contributed by DSI $ 46,040 — $ 46,040 - Additions and improvements 42 — 42 - Depreciation for the period — (354) (354) Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 | |
OceanPal Inc. Predecessor | ||
Summary of vessels, net | The amounts reflected in Vessels, net in the accompanying combined carve-out balance sheet as of December 31, 2020 are analyzed as follows: Accumulated Vessel Cost Depreciation Net Book Value Balance, December 31, 2019 $ 38,600,196 $ (13,139,306) $ 25,460,890 - Additions for improvements 1,474,965 — 1,474,965 - Vessel fair value adjustment 200,500 — 200,500 - Vessel transferred from held for sale 7,129,500 — 7,129,500 - Depreciation for the period — (2,016,556) (2,016,556) Balance, December 31, 2020 $ 47,405,161 $ (15,155,862) $ 32,249,299 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Disclosures (Tables) | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Summary of charterers that individually accounted for 10% or more of the Company's time charter revenues | From April 15, 2021 Charterer through December 31, 2021 A 35 % B 32 % C 26 % | |
OceanPal Inc. Predecessor | ||
Summary of charterers that individually accounted for 10% or more of the Company's time charter revenues | During the period from January 1, 2021, to November 29, 2021 and during 2020 and 2019, charterers that individually accounted for 10% or more of the OceanPal Inc. Predecessors time charter revenues were as follows: From January 1, 2021 to Charterer November 29, 2021 2020 2019 C Transport Maritime LTD 38 % Vitera Chartering 29 % Reachy International 28 % Cargill International S.A. 34 % 33 % Phaethon International Co AG. 34 % Uniper Global Commodities, Dusseldorf GE 22 % Crystal Sea Shipping Co., Limited 10 % 12 % Hadson Shipping Lines Inc. 30 % Glencore Agriculture BV 22 % |
Basis of Presentation and Gen_5
Basis of Presentation and General Information (Details) - $ / shares | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Apr. 15, 2021 |
Related Party Transaction [Line Items] | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
OceanPal Inc. Predecessor | ||||
Related Party Transaction [Line Items] | ||||
Common stock, shares authorized | 500 | |||
Common stock, par value | $ 0.01 |
Significant Policies (Details)
Significant Policies (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 29, 2021 | Dec. 31, 2019 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impairment of Long-Lived Assets | |||||||
Historical blended average year for calculating undiscounted projected net operating cash flows | 10 years | ||||||
Term for time charter rates | 1 year | ||||||
Impairment loss | $ 0 | ||||||
Vessel Depreciation | |||||||
Estimated useful life | 25 years | ||||||
REVENUES: | |||||||
Gain on bunkers | $ 63,000 | $ 330,454 | $ (287,352) | $ (229,481) | |||
OceanPal Inc. Predecessor | |||||||
Impairment of Long-Lived Assets | |||||||
Historical blended average year for calculating undiscounted projected net operating cash flows | 10 years | ||||||
Term for time charter rates | 1 year | 1 year | |||||
Impairment loss | $ 0 | $ 0 | $ 0 | 0 | $ 0 | ||
Vessel impairment charges | $ 3,047,978 | 3,047,978 | |||||
Vessel Depreciation | |||||||
Estimated useful life | 25 years | ||||||
REVENUES: | |||||||
Administrative expenses | $ 1,104,894,000,000 | $ 1,265,051,000,000 | $ 809,205,000,000 | ||||
Provision for doubtful accounts receivable | $ 0 | $ 0 |
Transactions with related par_6
Transactions with related parties - DWM (Details) - USD ($) | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 74,000 | |||||||
Due to related parties | $ 59,000 | $ 59,000 | 59,000 | $ 59,000 | ||||
OceanPal Inc. Predecessor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | ||||
Due to related parties | 115,280 | |||||||
Diana Wilhelmsen Management Limited | OceanPal Inc. Predecessor | ||||||||
Related Party Transaction [Line Items] | ||||||||
Variable fee on hire and on freight | 50.00% | |||||||
Amount agreed to be paid for each vessel | $ 554,000 | $ 192,550 | ||||||
Voyage expenses | 80,896 | |||||||
Management fees | 373,484 | |||||||
Due to related parties | $ 1,169,637 | |||||||
Diana Wilhelmsen Management Limited | Management services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Variable fee on hire and on freight | 1.25% | |||||||
Threshold term for termination of agreement with prior written notice | 3 months | |||||||
Management fees | 79,000 | |||||||
Due to related parties | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | ||||
Diana Wilhelmsen Management Limited | If vessel is employed or available for employment | Management services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount agreed to be paid for each vessel | $ 20,000,000 | |||||||
Diana Wilhelmsen Management Limited | If vessel is laid-up and not available for employment for at least 15 calendar days of such month | Management services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount agreed to be paid for each vessel | $ 10,000,000 |
Transactions with related par_7
Transactions with related parties - Diana Shipping Services S.A., or DSS (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | May 24, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||||
Management fees to related parties | $ 74,000 | ||||||||
Due to related parties | $ 59,000 | ||||||||
OceanPal Inc. Predecessor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Management fees to related parties | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | |||||
Due to related parties | $ (115,280) | (122,741) | $ 220,261 | ||||||
Diana Shipping Services S.A., or DSS | OceanPal Inc. Predecessor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Insurance service | $ 500 | ||||||||
Management fees to related parties | $ 174,300 | $ 300 | $ 9,337 | 756,000 | |||||
Voyage Expenses | $ 63,721 | $ 94,672 | 186,223 | ||||||
Due to related parties | $ 115,280 |
Vessels (Details)
Vessels (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Book Value | |||
Net Book Value at the end | $ 45,728,000 | ||
OceanPal Inc. Predecessor | |||
Vessel cost | |||
Vessel cost at the beginning | 47,405,161 | $ 38,600,196 | |
Additions for improvements | 1,474,965 | ||
Vessel fair value adjustment | 200,500 | ||
Vessel transferred from held for sale | 7,129,500 | ||
Vessel cost at the end | 47,405,161 | $ 38,600,196 | |
Accumulated Depreciation | |||
Accumulated depreciation at the beginning | (15,155,862) | (13,139,306) | |
Depreciation for the period | 1,970,000 | 2,016,556 | 2,270,000 |
Accumulated depreciation at the end | (15,155,862) | (13,139,306) | |
Net Book Value | |||
Net Book Value at the beginning | $ 32,249,299 | 25,460,890 | |
Additions for improvements | 1,474,965 | ||
Vessel fair value adjustment | 200,500 | ||
Vessel transferred from held for sale | 7,129,500 | ||
Depreciation for the period | 2,016,556 | ||
Net Book Value at the end | $ 32,249,299 | $ 25,460,890 |
Vessels - Additional Informatio
Vessels - Additional Information (Details) - USD ($) | Dec. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||||||
Management fees to related parties | $ 74,000 | ||||||
OceanPal Inc. Predecessor | |||||||
Property, Plant and Equipment [Line Items] | |||||||
sale price | $ 7,275,000 | ||||||
Vessel impairment charges | $ 3,047,978 | $ 3,047,978 | |||||
Management fees to related parties | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | |||
Vessel fair value adjustment | $ 200,500 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 23, 2021 | Jul. 09, 2020 | Feb. 28, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Vessels covered for pollution per vessel per incident | $ 1,000,000 | ||||||
OceanPal Inc. Predecessor | |||||||
Vessels covered for pollution per vessel per incident | $ 1,000,000 | ||||||
Minimum charter revenues expected to be generated from fixed and non-cancelable time charter contracts | $ 3,100 | ||||||
OceanPal Inc. Predecessor | Diana Wilhelmsen Management Limited | |||||||
Potential fines or penalties | $ 1,750 | ||||||
Payment of security bond | $ 1,000 | ||||||
Accrual payments | $ 250 | $ 1,000 | |||||
Amount of fine | $2.0 | ||||||
Litigation settlement expense | $ 2,000 | ||||||
Probation period | four-year | four years |
Parent Investment (Details)
Parent Investment (Details) - OceanPal Inc. Predecessor - USD ($) | 11 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capital contribution | $ 3,200,000 | $ (3,196,728) | $ 4,235,856 | $ (1,504,222) |
Amount of parent investment | $ 0 |
Fair Value measurements and R_2
Fair Value measurements and Risk management (Details) - Revenue Benchmark - Customer Concentration Risk [Member] - OceanPal Inc. Predecessor | 11 Months Ended | 12 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
C Transport Maritime LTD | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 38.00% | ||
Vitera Chartering | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 29.00% | ||
Reachy International | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 28.00% | ||
Cargill International S.A. | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 34.00% | ||
Phaethon International Co AG. | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 34.00% | ||
Uniper Global Commodities, Dusseldorf GE | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 22.00% | ||
Crystal Sea Shipping Co., Limited | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 12.00% | |
Hadson Shipping Lines Inc. | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 30.00% | ||
Glencore Agriculture BV | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 22.00% |
Income Taxes (Details)_2
Income Taxes (Details) | 9 Months Ended | 11 Months Ended |
Dec. 31, 2021 | Nov. 29, 2021 | |
Applicable tax rate as percentage of 4% of U.S. related gross transportation income | 50.00% | |
Percentage of U.S. Related Gross Transportation Income | 4.00% | |
OceanPal Inc. Predecessor | ||
Applicable tax rate as percentage of 4% of U.S. related gross transportation income | 50.00% | |
Percentage of U.S. Related Gross Transportation Income | 4.00% |