Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document and Entity Information | |
Document Type | F-1/A |
Entity Registrant Name | OCEANPAL INC. |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Central Index Key | 0001869467 |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 4 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET $ in Thousands | Jun. 30, 2022 USD ($) |
CURRENT ASSETS: | |
Cash and cash equivalents | $ 10,989 |
Accounts receivable, trade | 425 |
Due from a related party (Note 3(c)) | 70 |
Inventories | 1,796 |
Prepaid expenses and other assets | 553 |
Total current assets | 13,833 |
FIXED ASSETS: | |
Advances for vessel acquisitions (Note 4) | 4,400 |
Vessels, net (Note 4) | 44,082 |
Total fixed assets | 48,482 |
OTHER NON-CURRENT ASSETS: | |
Deferred charges | 810 |
Total assets | 63,125 |
CURRENT LIABILITIES: | |
Accounts payable, trade and other | 327 |
Due to related parties (Note 3) | 210 |
Dividend payable to related parties | 240 |
Accrued liabilities | 1,186 |
Deferred revenue | 244 |
Total current liabilities | 2,207 |
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 and June 30, 2022 (Note 6) | 5 |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 8,820,240 and 29,829,092 issued and outstanding as at December 31, 2021 and June 30, 2022, respectively (Note 6) | 298 |
Additional paid-in capital (Notes 3(c) and 6) | 60,615 |
Total stockholders' equity | 60,918 |
Total liabilities and stockholders' equity | $ 63,125 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 14, 2022 | Apr. 01, 2022 | 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 | $ 0.01 | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock, shares issued | 510,000 | 510,000 | |||||
Preferred stock, shares outstanding | 510,000 | 510,000 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 | ||
Common stock, shares issued | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 | ||
Common stock, shares outstanding | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 |
UNAUDITED INTERIM CONSOLIDATED
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
REVENUES: | |
Time charter revenues | $ 8,246 |
EXPENSES: | |
Voyage expenses | 597 |
Vessel operating expenses | 2,936 |
Depreciation (Note 4) | 2,024 |
General and administrative expenses | 1,224 |
Management fees to related parties (Note 3) | 411 |
Other operating income | (8) |
Operating income/(loss) | 1,062 |
Net income/(loss) and comprehensive income/(loss) | 1,062 |
Dividends on Series C preferred stock (Note 6(c)) | (471) |
Dividends on Class A warrants (Note 6(e)) | (868) |
Net loss attributable to common stockholders | $ (277) |
Loss per common share, basic (Note 7) | $ / shares | $ (0.01) |
Loss per common share, diluted (Note 7) | $ / shares | $ (0.01) |
Weighted average number of common stock, basic (Note 7) | shares | 25,691,205 |
Weighted average number of common stock, diluted (Note 7) | shares | 25,691,205 |
UNAUDITED INTERIM CONSOLIDATE_2
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred stock Series B Preferred Stock | Preferred stock Preferred stock Series C | Common stock | Additional paid-in capital | Retained Earnings / (Accumulated Deficit) Preferred stock Series C | Retained Earnings / (Accumulated Deficit) | Preferred stock Series C | Total |
Balance at the end at Jun. 30, 2021 | $ 5,000 | $ (1,000) | $ 4,000 | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 500 | |||||||
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 5,000 | $ 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) | (1,000) | (1,000) | ||||||
Balance at the end at Jun. 30, 2021 | $ 5,000 | (1,000) | 4,000 | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 500 | |||||||
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 5,000 | 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 | $ (5,000) | |||||||
Cancellation of common stock (in shares) | (500) | |||||||
Dividends declared on series C preferred stock (Note 6(c)) | $ (69,000) | $ (69,000) | ||||||
Balance at the end at Dec. 31, 2021 | $ 5,000 | $ 88,000 | 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 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income / (loss) | 1,062,000 | 1,062,000 | ||||||
Issuance of 15,571,429 units (comprising from common stock or prefunded warrants and warrants) and 628,751 warrants at primary offering, net of issuance costs (Note 6(a) and 6(b)) | $ 131,000 | 10,521,000 | 10,652,000 | |||||
Issuance of 15,571,429 units (comprising from common stock or prefunded warrants and warrants) and 628,751 warrants at primary offering, net of issuance costs (Note 6(a) and 6(b)) (in shares) | 13,071,429 | |||||||
Issuance of common stock following exercise of 4,156,000 Class A warrants and 2,500,000 prefunded warrants (Note 6(a) and 6(b)) | $ 66,000 | 3,066,000 | 3,132,000 | |||||
Issuance of common stock following exercise of 4,156,000 Class A warrants and 2,500,000 prefunded warrants (Note 6(a) and 6(b)) (in shares) | 6,656,000 | |||||||
Issuance of 1,281,423 shares of common stock and 2,430,000 Class A warrants upon exercise of underwriters' over-allotment option (Note 6(a) and 6(b)) | $ 13,000 | 881,000 | 894,000 | |||||
Issuance of 1,281,423 shares of common stock and 2,430,000 Class A warrants upon exercise of underwriters' over-allotment option (Note 6(a) and 6(b)) (in shares) | 1,281,423 | |||||||
Compensation on restricted stock awards (Note 6(d)) | 158,000 | 158,000 | ||||||
Dividends declared and paid ($0.05 per share of common stock and Class A warrant) (Note 6(e)) | (1,767,000) | (448,000) | (2,215,000) | |||||
Dividends declared and paid ($0.01 per share of common stock and Class A warrant) (Note 6(e)) | (443,000) | (443,000) | ||||||
Dividends declared on series C preferred stock (Note 6(c)) | (235,000) | $ (236,000) | (471,000) | |||||
Balance at the end at Jun. 30, 2022 | $ 5,000 | $ 298,000 | $ 60,615,000 | $ 60,918,000 | ||||
Balance at the end (in shares) at Jun. 30, 2022 | 500,000 | 10,000 | 29,829,092 |
UNAUDITED INTERIM CONSOLIDATE_3
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Common stock | |
Common stock dividends per share declared | $ / shares | $ 0.01 |
Stock Issued During Period Share On Warrants And Underwriters Over Allotment Option | 1,281,423 |
Common stock | Underwritten Primary Offering | |
Units Issued During Period | 15,571,429 |
Warrants Issued During Period | 628,751 |
Common stock | Over-Allotment Option | |
Stock Issued During Period, Shares, New Issues | 1,281,423 |
Pre-funded warrants | |
Number of warrants exercised | 2,500,000 |
Class A Warrants | |
Number of warrants exercised | 4,156,000 |
Class A Warrants | Over-Allotment Option | |
Warrants Issued During Period | 2,430,000 |
Common Stock Per Share 0.01 and Class A Warrant [Member] | |
Common stock dividends per share declared | $ / shares | $ 0.01 |
Common Stock Per Share 0.05 and Class A Warrant [Member] | |
Common stock dividends per share declared | $ / shares | $ 0.05 |
UNAUDITED INTERIM CONSOLIDATE_4
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Cash Flows provided by / (used in) Operating Activities: | |
Net income / (loss) | $ 1,062 |
Adjustments to reconcile net income / (loss) to net cash from operating activities: | |
Depreciation (Note 4) | 2,024 |
Compensation cost on restricted stock awards (Note 6 (d)) | 158 |
(Increase) / Decrease in: | |
Accounts receivable, trade | 386 |
Inventories | (1,610) |
Prepaid expenses and other assets | (93) |
Deferred charges | (658) |
Increase / (Decrease) in: | |
Accounts payable, trade and other | 64 |
Due to related parties (Note 3) | 151 |
Accrued liabilities | 874 |
Deferred revenue | 16 |
Net cash provided by / (used in) Operating Activities | 2,374 |
Cash Flows used in Investing Activities: | |
Payments for vessel improvements and vessel acquisitions (Note 4) | (4,778) |
Net cash used in Investing Activities | (4,778) |
Cash Flows provided by Financing Activities: | |
Proceeds from issuance of units (comprising from common stock or prefunded warrants and warrants), issuance of common stock and warrants and exercise of warrants, net of underwriters' fees and commissions (Note 6(a)) | 14,678 |
Payments of dividends on common stockholders and Class A warrant holders (Note 6(e)) | (2,658) |
Payments of dividends on Series C preferred Stock (Note 6(c)) | (300) |
Net cash provided by Financing Activities | 11,720 |
Net increase in cash and cash equivalents | 9,316 |
Cash and cash equivalents at beginning of the year/period | 1,673 |
Cash and cash equivalents at end of the period | 10,989 |
Non-cash financing activities: | |
Dividends declared, not paid (Note 6(c)) | $ (240) |
Basis of Presentation and Gener
Basis of Presentation and General Information | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation and General Information | ||
Basis of Presentation and General Information | 1. Basis of Presentation and General Information The accompanying unaudited interim 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 shares of 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 accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the period from inception (April 15, 2021) through December 31, 2021 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 6, 2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six month period ended June 30, 2022 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022. The comparative unaudited interim consolidated financial statements have been presented for the period from inception (April 15, 2021) through June 30, 2021. They include only the accounts of OceanPal Inc. from inception date April 15, 2021 through June 30, 2021, as the accounts of the Company’s wholly-owned subsidiaries have been consolidated from November 30, 2021 (i.e. upon the Spin-Off consummation and the acquisition of the three ship-owning subsidiaries by the Company) when the operation of the Company’s vessels started. Operations prior to the November 30, 2021 consisted principally of organizational expenses . The consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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 (Note 3 (c)), ● 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 (Note 3 (c)), ● 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 (Note 3 (c)), and ● Darrit Shipping Company Inc., a company incorporated in the Republic of the Marshall islands on June 02, 2022, for the purposes of acquiring the 2005 built Capesize dry bulk carrier Baltimore (Note 4 and 9(d)). 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)). Uncertainties caused by the COVID-19 pandemic and the Russo-Ukrainian conflict: 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. As of June 30, 2022, the impact of the outbreak of COVID-19 virus continues to unfold. Additionally, the recent conflict between Russia and the Ukraine, since February 2022, has disrupted supply chains and caused instability in the energy markets and the global economy, which have experienced significant volatility. Several countries announced sanctions against Russia, including sanctions targeting the Russian oil sector, among those a prohibition on the import of oil and coal from Russia, and may impose wider sanctions and take other actions in the future. To date, no apparent consequences have been identified on the Company’s business, or counterparties, by COVID-19 and the conflict in Ukraine and their implications. Currently, none of the Company’s contracts have been affected by the events in Russia and Ukraine. Given the dynamic nature of these circumstances, and as volatility continues, the full extent to which the COVID-19 global pandemic and/or the Russo-Ukrainian war may have direct or indirect impact on the industry and on the Company’s business is difficult to be predicted, whereas it is possible that in the future third parties with whom the Company has or will have contracts may be impacted by such events and sanctions. The related financial reporting implications cannot be reasonably estimated at this time, although they could materially affect the Company’s business, results of operations and financial condition in the future. 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 on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by these geopolitical events, will depend on how those events will further develop, the duration and extent of the restrictive measures that are associated with such events 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’ and other counterparties’ response to the market and continuously evaluates the effect on its operations. | 1. 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 - Recent Accounting Pronouncements | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies - Recent Accounting Pronouncements | ||
Significant Accounting Policies - Recent Accounting Pronouncements | 2. Significant Accounting Policies – Recent Accounting Pronouncements A discussion of the Company’s significant accounting policies can be found in the audited consolidated financial statements for the period from inception (April 15, 2021) through December 31, 2021, as filed on Form 20-F on April 6, 2022. There have been no material changes to these policies in the six month period ended June 30, 2022, except for as discussed below: Significant accounting policies: a) Distinguishing liabilities from equity: The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company in its assessment for the accounting of the Class A and the prefunded warrants issued in connection with the January 2022 underwritten public offering (Note 6), has taken into consideration ASC 480 “Distinguishing liabilities from equity” and determined that the aforementioned warrants are out of the scope of ASC 480, hence should be classified as equity instead of liability. The Company further analyzed key features of the warrants to determine whether these are more akin to equity or to debt and concluded that the warrants are 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. Upon exercise of the warrants, the holder is entitled to receive common shares. b) Share Based Payments: The Company issues restricted share awards which are measured at their grant date fair value and are not subsequently re-measured. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Forfeitures of awards are accounted for when and if they occur. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. | 2. 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: 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: $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 | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Transactions with related parties | ||
Transactions with related parties | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: On November 29, 2021 the Company appointed DWM to provide management services to the vessels of the Company’s fleet pursuant to a management agreement, under which each of the vessel-owning subsidiaries pays, for each vessel, an aggregate of 1.25% on hire and on freight of the vessel’s gross income per month, plus either (i) $ 20,000 for each month that the vessel is employed or available for employment or (ii) $ 10,000 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. Under the addenda on the management agreements, dated on March 1, 2022, the fixed monthly management fee was amended to (i) $ 18,500 for each month that the vessel is employed or available for employment or (ii) $ 9,250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. The management agreements, as amended, may be terminated by either party on three months ’ prior written notice. DWM is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at DWM. Management fees paid to DWM for the six month period ended June, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, amounted to $444 and nil , respectively. Of the management fees paid to DWM for the six month period ended June 30, 2022, $342 and $102 , are included in “Management fees to related parties” and “Voyage expenses”, respectively, in the accompanying unaudited interim consolidated statements of operations. As at June 30, 2022 and December 31, 2021 there was an amount of and $2 and $6 due to DWM, respectively, included in “Due to related parties” in the accompanying consolidated balance sheets. b) Steamship Shipbroking Enterprises Inc. or Steamship: On November 29, 2021 the Company appointed Steamship to provide insurance, administrative and brokerage services pursuant to a management agreement for insurance-related services, an administrative services agreement, and a brokerage services agreement. Under each vessel-owning subsidiary’s management agreement for insurance-related services with Steamship, the vessel-owning subsidiary pays Steamship a fixed fee of either (i) $500 per month for each month that the vessel is employed or is available for employment or (ii) $250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. These management agreements may be terminated by either party on three months prior written notice. Under the administrative services agreement entered between the Company and Steamship, the Company pays Steamship a monthly fee of $10,000 . This agreement may be terminated by either party on 30 days prior written notice. Under the brokerage services agreement, the Company pays Steamship a fixed monthly fee of $95,000 , plus 2.5% on the hire agreed per charter party for each vessel plus commission on the sale of vessels. This agreement may be terminated by either party at any time by prior written notice. Steamship is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at Steamship. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, insurance and administrative management fees amounted to $70 and nil , respectively, and are included in “Management fees to related parties” in the accompanying unaudited interim consolidated statements of operations. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, brokerage fees amounted to $774 and nil , respectively. Of the brokerage fees paid to Steamship for the six month period ended June 30, 2022, $570 are included in “General and administrative expenses” and $204 in “Voyage Expenses” in the accompanying unaudited interim consolidated statements of operations. As of June 30, 2022 and December 31, 2021, there was an amount of $155 and $33 , respectively, due to Steamship, included in “Due to related parties” in the accompanying consolidated balance sheets. c) Diana Shipping Inc., or DSI: On November 29, 2021, the Company completed its Spin-Off from DSI. In connection with the Spin-Off, DSI contributed to the Company the three vessel-owning subsidiaries discussed in Note 1 above, together with $1,000 in working capital, whereas as of the same date, shareholders of DSI received one of the Company’s common shares for every ten shares of DSI’s common stock owned at the close of business on November 3, 2021 (i.e., 8,820,240 shares). DSI also received 500,000 of the Company’s Series B Preferred stock (the “Series B Preferred Stock”) and 10,000 of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”). DSI did 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 of the Company. 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 three vessel-owning subsidiaries discussed in Note 1 above 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 DSI, 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. According 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. Pursuant to this right of first refusal, the Company, through one newly wholly-owned subsidiary, entered on June 13, 2022 into a Memorandum of Agreement with DSI, to acquire the Capesize M/V Baltimore. (Note 4 and 9(d)). 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 on November 29, 2021, 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 (Note 4). 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. As of June 30, 2022 and December 31, 2021, there was an amount of $70 and $70 , respectively, due from DSI, included in “Due from a related party” in the accompanying consolidated balance sheets, resulting from amounts paid or received by DSI on behalf of OceanPal up to the date of the contribution. | 3. a) Diana Wilhelmsen Management Limited, or DWM: b) Steamship Shipbroking Enterprises Inc. or Steamship: c) Diana Shipping Inc., or DSI: 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. |
Advances for vessel acquisition
Advances for vessel acquisitions and Vessels, net | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Advances for vessel acquisitions and Vessels, net | ||
Advances for vessel acquisitions and Vessels, net | 4. Advances for vessel acquisitions and Vessels, net Vessel Acquisition On June 13, 2022, the Company signed, through its wholly-owned subsidiary Darrit Shipping Company Inc., a Memorandum of Agreement, as amended, to acquire from DSI, a Capesize dry bulk vessel, the m/v Baltimore, of 177,243 dwt, for a purchase price of $22,000 . Of the purchase price, 20% or $4,400 was paid in cash upon signing of the Memorandum of Agreement and is included in Advances for vessel acquisitions in the accompanying unaudited interim consolidated balance sheet as of June 30, 2022. The vessel was delivered to the Company on September 20, 2022 and the Company paid the balance of the purchase price in shares of its newly issued Series D preferred stock, the terms of which were mutually agreed between the Company and DSI Note 9(d)). The purchase of this vessel was made pursuant to the Company’s exercise of a right of first refusal granted to the Company by DSI on six identified vessels based on an agreement dated November 8, 2021 (Note 3(c)). The acquisition of the vessel was approved by a committee of independent members of the Company’s Board of Directors. 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, and June 30, 2022, the additions to vessels’ cost amounted to $42 and $378 , respectively. The amounts reflected in Vessels, net in the accompanying consolidated balance sheets are analyzed as follows: Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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 | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 5. Commitments and Contingencies a) Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental and other liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. The Company’s vessels are covered for pollution in the amount of $1 billion per vessel per incident, by the P&I Association in which the Company’s vessels are entered. The Company’s vessels are subject to calls payable to their P&I Association and may be subject to supplemental calls which are based on estimates of premium income and anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I Association until the closing of the relevant policy year, which generally occurs within three years from the end of the policy year. Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. The Company is not aware of any supplemental calls outstanding in respect of any policy year. b) As at June 30, 2022, two of the Company’s vessels were fixed under time charter agreements, considered as operating leases accounted for as per ASC 842 requirements, while one vessel was not chartered. The minimum contractual gross charter revenues expected to be generated from fixed and non-cancelable time charter contracts existing as at June 30, 2022 and until their expiration falling within 2022 is estimated at $5,058 . c) As discussed in Notes 3 and 4, in June 13, 2022, the Company entered into a memorandum of agreement, to acquire from DSI the Capesize vessel Baltimore. As at June 30, 2022, the remaining balance to be paid under the contract was $17,600 and was settled in September 21, 2022, upon vessel’s delivery to the new owners through the Company’s newly issued Series D preferred stock (Note 9(d)). | 5. a) b) |
Capital Stock and Changes in Ca
Capital Stock and Changes in Capital Accounts | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | 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 i) 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, i.e. 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 was not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the original applicable grace period to regain compliance was 180 days , or until September 5, 2022. On September 6, 2022, the Company was granted an additional 180 - day period from the Nasdaq Stock Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. 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 (Note 9(c)). At the Company’s 2022 Annual Meeting of Shareholders held on April 5, 2022, it was approved by the Company’s shareholders that, subject to approval and implementation by the Company’s board of directors, the Company may effect one or more reverse stock splits on its issued shares of common stock, each at a ratio of not less than one-for-two and not more than one-for-10 and in the aggregate at a ratio of not more than one-for-40. ii) 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 20, 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 and was immediately separated upon issuance. 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, the Company had previously agreed with certain of its’ executive officers and significant shareholders (the “selling shareholders”) to register their resale of shares of common stock, whereas an aggregate of 1,777,148 shares of common stock for certain of the selling shareholders were registered in connection with the January 2022 offering. As such, certain selling shareholders sold an aggregate of 628,571 shares of common stock in the offering. Each of the 628,751 shares of common stock sold by the selling shareholders on the primary offering was delivered to the underwriters with one additional Class A warrant to purchase one share of common stock (sold by the Company) , on a firm commitment basis. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 1,148,577 common shares sold from the selling shareholders and 1,281,423 common shares along with 2,430,000 Class A warrants sold from the Company (Note 6(b)). Each of the 1,148,577 shares of common stock sold by the selling shareholders upon exercise of the underwriters’ over-allotment option, was sold with one Class A warrant (sold by the Company) to purchase one share of common stock, on a firm commitment basis. The Company did not receive any of the proceeds from the sale of common shares by the selling shareholders and only received the proceeds for the class A warrants sold together with the selling shareholders’ shares of common stock (i.e. 1,777,148 class A warrants in aggregate). As at June 30, 2022, following also the exercise of 4,156,000 Class A warrants and all prefunded warrants, discussed in Note 6(b) below, the Company’s issued and outstanding common stock was 29,829,092 common shares. The net proceeds received during the six month period ended June 30, 2022, under the Underwritten Public Offering, including the exercise of Class A and prefunded warrants discussed in Note 6(b) below and after deducting underwriting commissions and offering expenses payable by the Company, amounted to $ 14,678 . (b) Warrants: In connection with the underwritten public offering which closed in January 2022, all prefunded warrants (i.e. 2,500,000 ) and 4,156,000 Class A 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 as at June 30, 2022. The Class A warrants were immediately exercisable and expire in five years from issuance, i.e. in January 2027. The Company may at any time during the term of its Class A warrants reduce the then current exercise price of each warrant to any amount and for any period of time deemed appropriate by the board of directors of the Company, subject to terms disclosed in each warrants’ agreements. The Class A warrants also contain a cashless exercise provision, whereby if at the time of exercise, there is no effective registration statement, then the Class A warrants can be exercised by means of a cashless exercise as disclosed in the warrants’ agreements. All Class A warrants are classified in equity, according to the Company’s significant accounting policy. Based on the terms of the Class A warrants’ agreement, each holder of the Class A warrants is, at any time after the issuance of the warrants, entitled to participate in distribution of dividends by the Company, if and when declared, to the same extent that the holder would participate for each common share that such holder would be entitled to receive upon complete exercise of their Class A warrants (Note 6(e)). (c) Series C Preferred Stock: As at June 30, 2022 and December 31, 2021, the Company had 10,000 shares of Series C Preferred Stock issued and outstanding with par value $0.01 per share, while as at June 30, 2022, additional 1,982 shares of Series C Preferred Stock have been granted (but not yet issued) under the Company’s amended and restated 2021 Equity Incentive Plan (Note 6(d)), at a stated value of $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 which is 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 the holders’ 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). DSI however, is prohibited from converting the Series C Preferred Stock into common shares to the extent that, as a result of such conversion, DSI (together with its affiliates) would beneficially own more than 49% of the total outstanding common shares of the Company. For the six month period ended June 30, 2022 dividends declared and dividends paid on Series C preferred stock amounted to $471 and $300 , respectively (Note 9(a)). No dividends were declared during the period from inception (April 15, 2021) through June 30, 2021. (d) Equity Incentive Plan: On March 23, 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. On April 15, 2022, the Company’s Board of Directors approved the award and grant of 1,982 shares of Series C preferred stock to executive management and non-executive directors, pursuant to the Company’s amended and restated plan, for a fair value of $1,500 , to vest over a service period of two years . The fair value of the Series C preferred stock awarded, was determined through Level 2 inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of the transaction. As at June 30, 2022, 1,982 shares of Series C preferred stock remained reserved for issuance according to the Company’s incentive plan. During the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, compensation cost on restricted stock amounted to $158 and nil , respectively, and is included in General and administrative expenses in the accompanying unaudited interim consolidated statements of operations. At June 30, 2022, the total unrecognized compensation cost relating to restricted share awards was $1,342 . (e) Dividend to common stock and Class A warrants’ holders: On March 18, 2022, the Company’s Board of Directors declared a cash dividend of $0.05 per share for the fourth quarter ended December 31, 2021, to its’ common stock holders of record April 1, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (April 1, 2022). Holders of the Company’s Class A warrants as of April 1, 2022 received a cash payment in the amount of $0.05 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date April 1, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On April 11 and 13, 2022, the Company paid a dividend of $1,491 on common stock and of $724 on Class A warrants holders of record April 1, 2022, amounting to $2,215 in aggregate. On May 30, 2022, the Company’s Board of Directors declared a cash dividend of $0.01 per share for the first quarter ended March 31, 2022, to its’ common stock holders of record June 14, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (June 14, 2022). Holders of the Company’s Class A warrants as of June 14, 2022 received a cash payment in the amount of $0.01 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date June 14, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On June 21, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class A warrants holders of record June 14, 2022, amounting to $443 in aggregate (Note 7). | 6. a) Common Stock: outstanding outstanding b) Preferred Stock: outstanding issued outstanding issued outstanding outstanding c) Series B Preferred Stock to Diana Shipping Inc.: outstanding 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. : outstanding e) Incentive plan: |
Loss per Share
Loss per Share | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss per Share | ||
Loss per Share | 7. Loss per Share All common stock issued (including any restricted shares issued under the Company’s equity incentive plan, or else) are the Company’s common stock and have equal rights to vote and participate in dividends, subject to forfeiture provisions as set forth in the respective stock award agreements, as applicable. Furthermore, Class A warrants are entitled to receive dividends which are not refundable, and therefore are considered participating securities for basic earnings per share calculation purposes. Class A warrants do not participate in losses. For the six month period ended June 30, 2022, the Company declared and paid aggregate cash dividends to its common and Class A warrants’ holders of $1,790 and $868 , respectively. No dividends were declared during the period from inception (April 15, 2021) through June 30, 2021. For the six month period ended June 30, 2022, 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 calculated with the “if converted” method. The dilutive effect of share-based compensation arrangements (following assumed conversion of Series C preferred stock to common under the “if converted method”) and Class A warrants is computed using the treasury stock method, which assumes that the “proceeds” upon exercise of these awards or warrants are used to purchase common shares at the average market price for the period. No incremental shares were calculated from the application of the treasury stock method for i) the Class A warrants and ii) the share-based compensation arrangements (following assumed conversion of Series C preferred stock to common under the “if converted method”) and the “if converted” method for the Series C convertible preferred stock as the Company incurred losses and the effect of such shares was anti-dilutive. There were no dilutive shares for the period from inception (April 15, 2021) through June 30, 2021. Also, loss attributable to common equity holders is adjusted by the amount of dividends on Series C Preferred Stock and dividends on Class A warrants as follows: From April 15 2021 through June 30, 2022 June 30, 2021 Net income/(loss) $ 1,062 $ (1) Less dividends on series C preferred stock (471) — Less dividends on Class A warrants (868) — Net loss attributed to common stockholders $ (277) $ (1) Weighted average number of common stock, basic 25,691,205 500 Weighted average number of common stock, diluted 25,691,205 500 Loss per share, basic $ (0.01) $ (2) Loss per share, diluted $ (0.01) $ (2) | 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 |
Financial Instruments and Fair
Financial Instruments and Fair Value Disclosures | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Financial Instruments and Fair Value Disclosures | ||
Financial Instruments and Fair Value Disclosures | 8. Financial Instruments and Fair Value Disclosures Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and trade accounts receivable. The ability and willingness of each of the Company’s counterparties to perform their obligations under a contract depend upon a number of factors that are beyond the Company’s 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 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 the six month period ended June 30, 2022, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer June 30, 2022 A 32 % B 25 % C 22 % The maximum aggregate amount of loss due to credit risk that the Company would incur if the aforementioned charterers failed completely to perform according to the terms of the relevant time charter parties, amounted to $214 as of June 30, 2022. Fair value of assets and liabilities: The carrying values of financial assets reflected in the accompanying consolidated balance sheets, approximate their respective fair values due to the short-term nature of these financial instruments. | 9. Concentration of 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 | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events | ||
Subsequent Events | 9. Subsequent Events (a) Series C Preferred Stock Dividend: On July 14, 2022, the Company paid a dividend on its Series C preferred stock, amounting to $240 . On September 19, 2022, the Company’s Board of Directors declared a cash dividend of $240 to the Company’s Series C preferred stock holders for the period from July 15, 2022 to October 14, 2022, which is payable on October 17, 2022. (b) Dividend to common stock and Class A warrants’ holders: On July 27, 2022, the Company’s Board of Directors declared a cash dividend of $0.01 per share for the second quarter ended June 30, 2022, to its’ common stock holders of record August 12, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (August 12, 2022). Holders of the Company’s Class A warrants as of August 12, 2022 received a cash payment in the amount of $0.01 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date August 12, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On August 31, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class A warrants holders of record August 12, 2022, amounting to $443 in aggregate. (c) Receipt of Nasdaq Notice: On September 6, 2022, the Company was granted an additional 180 - day period from the Nasdaq Stock Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. 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 Capital Market. (d) Vessel Delivery and Issuance of Preferred Stock: On September 20, 2022, the Company took delivery of the M/V Baltimore. On September 21, 2022 the Company paid the remaining of the purchase price (i.e. $17,600 ) in 25,000 shares of its newly issued 7.0% Series D convertible perpetual preferred shares. The Series preferred stock has a cumulative preferred dividend accruing at the rate of 7.0% per annum, contains a $1,000 liquidation preference and is convertible into common shares at any time at the holder’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the 10 - trading day trailing VWAP of the Company’s common shares, subject to certain adjustments. As part of this transaction, the Company also entered into an agreement with Diana Shipping, providing the right to Diana Shipping to request that the Company effects a listing of the Series D Preferred Stock, provided that Diana Shipping then owns at least a majority of the outstanding shares of the Company’s Series D Preferred Stock. This listing right expires upon the earlier of (i) the date on which Diana Shipping is no longer the registered owner of any shares of the Company’s Series D Preferred Stock and (ii) the second anniversary of September 21, 2022 (original issuance date of Series D Preferred Stock). (e) Series D Preferred Stock Dividend: On September 27, 2022, the Company’s Board of Directors declared a cash dividend of $ 117 to the Company’s Series D preferred stock holders for the period from September 21, 2022 to October 14, 2022, which is payable on October 17, 2022. | 10. Subsequent Events a) Series C Preferred Stock Dividends: b) Underwritten Public Offering: c) Receipt of Nasdaq Notice: ten d) Dividend declaration: e) Amendment to Company’s 2021 Equity Incentive Plan: f) Uncertainties caused by the Russo-Ukrainian War: |
Significant Accounting Polici_2
Significant Accounting Policies - Recent Accounting Pronouncements (Policies) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies - Recent Accounting Pronouncements | ||
Principles of Consolidation | a) Principles of Consolidation: | |
Distinguishing liabilities from equity | a) Distinguishing liabilities from equity: The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company in its assessment for the accounting of the Class A and the prefunded warrants issued in connection with the January 2022 underwritten public offering (Note 6), has taken into consideration ASC 480 “Distinguishing liabilities from equity” and determined that the aforementioned warrants are out of the scope of ASC 480, hence should be classified as equity instead of liability. The Company further analyzed key features of the warrants to determine whether these are more akin to equity or to debt and concluded that the warrants are 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. Upon exercise of the warrants, the holder is entitled to receive common shares. | |
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: | |
Vessels, Net | h) Vessels, net: 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: $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 | b) Share Based Payments: The Company issues restricted share awards which are measured at their grant date fair value and are not subsequently re-measured. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Forfeitures of awards are accounted for when and if they occur. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. | 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. |
Advances for vessel acquisiti_2
Advances for vessel acquisitions and Vessels, net (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Advances for vessel acquisitions and Vessels, net | ||
Summary of vessels, net | Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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 |
Loss per Share (Tables)
Loss per Share (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss per Share | ||
Summary of profit or loss attributable to common equity holders adjusted by the amount of dividends on Series C Preferred Stock and dividends on Class A warrants | From April 15 2021 through June 30, 2022 June 30, 2021 Net income/(loss) $ 1,062 $ (1) Less dividends on series C preferred stock (471) — Less dividends on Class A warrants (868) — Net loss attributed to common stockholders $ (277) $ (1) Weighted average number of common stock, basic 25,691,205 500 Weighted average number of common stock, diluted 25,691,205 500 Loss per share, basic $ (0.01) $ (2) Loss per share, diluted $ (0.01) $ (2) | 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) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | 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 | Charterer June 30, 2022 A 32 % B 25 % C 22 % | 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) | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 subsidiary $ / shares shares | Dec. 31, 2021 subsidiary $ / shares shares | Nov. 30, 2021 $ / shares shares | Nov. 29, 2021 $ / shares shares | Apr. 15, 2021 $ / shares shares | |
Related Party Transaction [Line Items] | |||||
Common Stock, Shares Authorized | shares | 1,000,000,000 | 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 | $ 0.01 |
Preferred Stock, Shares Authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock, par value | $ / shares | $ 0.01 | $ 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 | 3 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
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 ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 01, 2022 | Nov. 29, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Management fees | $ 411,000 | $ 74,000 | ||||
Due to related parties | $ 59,000 | 210,000 | 59,000 | |||
Diana Wilhelmsen Management Limited | Management fees to related party | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | 342,000 | |||||
Diana Wilhelmsen Management Limited | Voyage expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | 102,000 | |||||
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 | $ 0 | 444,000 | |||
Due to related parties | $ 6,000 | $ 2,000 | $ 6,000 | |||
Diana Wilhelmsen Management Limited | Monthly fee if vessel is employed or available for employment | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | $ 18,500 | |||||
Diana Wilhelmsen Management Limited | Monthly fee 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 | Monthly fee if vessel is laid-up and not available for employment for at least 15 calendar days of such month | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | $ 9,250 | |||||
Diana Wilhelmsen Management Limited | Monthly fee 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 ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Management fees to related parties (Note 3) | $ 411,000 | $ 74,000 | |||
Due to related parties (Note 3) | $ 59,000 | 210,000 | 59,000 | ||
Steamship Shipbroking Enterprises Inc | |||||
Related Party Transaction [Line Items] | |||||
Monthly fee | $ 95,000,000 | ||||
Monthly fee, brokerage service agreement | $ 95,000 | ||||
Variable fee on hire and on freight | 2.50% | ||||
Management fees to related parties (Note 3) | $ 0 | 774,000 | |||
Due to related parties (Note 3) | 33,000 | 155,000 | $ 33,000 | ||
Steamship Shipbroking Enterprises Inc | Management fees to related parties | |||||
Related Party Transaction [Line Items] | |||||
Management fees to related parties (Note 3) | 12,000 | $ 0 | 70,000 | ||
Steamship Shipbroking Enterprises Inc | General and Administrative Expense [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees to related parties (Note 3) | $ 178,000 | 570,000 | |||
Steamship Shipbroking Enterprises Inc | Voyage expenses | |||||
Related Party Transaction [Line Items] | |||||
Management fees to related parties (Note 3) | $ 204,000 | ||||
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 | Monthly fee 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 | Monthly fee 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 | $ 10,000,000 | ||||
Monthly fee, administrative service agreement | $ 10,000 |
Transactions with related par_4
Transactions with related parties - DSI (Details) $ in Thousands | Nov. 29, 2021 USD ($) subsidiary shares | Nov. 29, 2021 USD ($) shares | Nov. 29, 2021 USD ($) item shares | Nov. 29, 2021 USD ($) Vote shares | Nov. 08, 2021 subsidiary | Nov. 08, 2021 | Nov. 08, 2021 item | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Nov. 03, 2021 shares |
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 510,000 | 510,000 | ||||||||
Due from a related party (Note 3(c)) | $ | $ 70 | $ 70 | ||||||||
Series B Preferred Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||
Number of votes | Vote | 2,000 | |||||||||
Percentage of the total number of votes | 34% | |||||||||
Maximum percentage of total number of votes entitled to vote including common stock or any other voting security | 49% | |||||||||
Preferred stock Series C | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||
Diana Shipping Inc | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of vessel-owning subsidiaries contributed | 3 | 3 | ||||||||
Working capital contributed | $ | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
Percentage of the total number of votes | 34% | |||||||||
Right of first refusal over number of drybulk carriers | 6 | 6 | ||||||||
Aggregate fair value of vessels | $ | $ 46,040 | $ 46,040 | $ 46,040 | 46,040 | ||||||
Number Of Vessels Contributed to the Entity | 3 | 3 | ||||||||
Economic interest of preferred share | $ | $ 0 | 0 | $ 0 | 0 | ||||||
Preferred share recorded at par | $ | 5 | 5 | 5 | 5 | ||||||
Due from a related party (Note 3(c)) | $ | $ 70 | $ 70 | $ 70 | $ 70 | $ 70 | $ 70 | ||||
Diana Shipping Inc | Minimum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of vessels the entity has the right, but not the obligation, to purchase | 1 | 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 | 6 | ||||||||
Diana Shipping Inc | Common stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share exchange ratio | 10 | 10 | 10 | 10 | ||||||
Number of shares distributed | 8,820,240 | 8,820,240 | 8,820,240 | 8,820,240 | ||||||
Number of shares owned | 8,820,240 | |||||||||
Diana Shipping Inc | Series B Preferred Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares distributed | 0 | 0 | 0 | 0 | ||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 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% | |||||||||
Diana Shipping Inc | Preferred stock Series C | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares distributed | 10,000 | 10,000 | 10,000 | 10,000 | ||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | 10,000 | ||||||
Preferred share recorded at stated value | $ | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
Preferred share recorded at fair value | $ | $ 7,570 | $ 7,570 | $ 7,570 | $ 7,570 |
Advances for vessel acquisiti_3
Advances for vessel acquisitions and Vessels, net (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Accumulated Depreciation | |||
Depreciation for the period | $ (2,024,000) | $ (354,000) | |
Net Book Value | |||
Net Book Value at the beginning | 45,728,000 | ||
Depreciation for the period | (2,024,000) | (354,000) | |
Net Book Value at the end | 48,482,000 | 45,728,000 | $ 45,728,000 |
Vessels | |||
Vessel cost | |||
Vessel cost at the beginning | 46,082,000 | ||
Vessels contributed by DSI | 46,040,000 | ||
Additions and improvements | 378,000 | 42,000 | 42,000 |
Vessel cost at the end | 46,460,000 | 46,082,000 | 46,082,000 |
Accumulated Depreciation | |||
Accumulated depreciation at the beginning | (354,000) | ||
Depreciation for the period | (2,024,000) | (354,000) | |
Accumulated depreciation at the end | (2,378,000) | (354,000) | (354,000) |
Net Book Value | |||
Net Book Value at the beginning | 45,728,000 | ||
Vessels contributed by DSI | 46,040,000 | ||
Additions and improvements | 378,000 | 42,000 | 42,000 |
Depreciation for the period | (2,024,000) | (354,000) | |
Net Book Value at the end | $ 44,082,000 | $ 45,728,000 | $ 45,728,000 |
Advances for vessel acquisiti_4
Advances for vessel acquisitions and Vessels, net - Additional Information (Details) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 13, 2022 USD ($) t | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Advances for vessel acquisitions (Note 4) | $ 4,400 | |||
Vessels | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Additions | $ 378 | $ 42 | $ 42 | |
Vessel, Baltimore | ||||
Property, Plant and Equipment [Line Items] | ||||
Vessel deadweight tonnage | t | 177,243 | |||
Agreed purchase price in Memorandum of Agreement | $ 22,000 | |||
Percentage of advance for vessel | 20% | |||
Payments of advances for vessel acquisitions | $ 4,400 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Vessels covered for pollution per vessel per incident | $ 1,000,000 | $ 1,000,000 |
Term for adjustment of estimates | 3 years | 3 years |
Number of vessels fixed under time charter agreements | 2 | |
Number of vessels not under time charter agreements | 1 | |
Minimum contractual gross charter revenues | $ 5,058 | |
Vessel, Baltimore | ||
Property, Plant and Equipment [Line Items] | ||
Payables for property, plant and equipment | $ 17,600 |
Capital Stock and Changes in _2
Capital Stock and Changes in Capital Accounts - Common Stock & Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 6 Months Ended | ||||||||
Mar. 08, 2022 | Jan. 25, 2022 | Mar. 07, 2022 | Jun. 30, 2022 | Jun. 14, 2022 | Apr. 01, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | Jan. 25, 2021 | |
Class of Stock [Line Items] | ||||||||||
Common stock, shares issued | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 | |||||
Common stock, shares outstanding | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 | |||||
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 | |||||||||
Number of shares callable by each warrant | 1 | |||||||||
Net proceeds from issuance of common stock including exercise of warrants, net of underwriting commissions and offering expenses | $ 14,678 | |||||||||
Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Period during which company was in breach of Nasdaq share bid price requirements | 30 days | |||||||||
Selling Stockholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock by selling shareholders (in shares) | 1,777,148 | |||||||||
Pre-funded warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 2,500,000 | |||||||||
Class A Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants, expiration period from issuance | 5 years | |||||||||
Number of warrants exercised | 4,156,000 | |||||||||
Number of warrants available for exercise | 14,474,000 | |||||||||
Exercise price of warrant | $ 0.77 | |||||||||
Class A Warrants | Selling Stockholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock by selling shareholders (in shares) | 1,777,148 | |||||||||
Class A warrants and Prefunded Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 4,156,000 | |||||||||
Underwritten Public Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Units Issued During Period, Units, New Issues | 15,571,429 | |||||||||
Price per unit | $ 0.77 | |||||||||
Number of Shares in a Unit | 1 | |||||||||
Underwritten Public Offering | Common Class A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock (in shares) | 13,071,429 | |||||||||
Underwritten Public Offering | Selling Stockholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock by selling shareholders (in shares) | 628,571 | |||||||||
Underwritten Public Offering | Pre-funded warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants sold during period | 2,500,000 | |||||||||
Number of Warrants in a Unit | 1 | |||||||||
Number of shares callable by each warrant | 1 | |||||||||
Underwritten Public Offering | Class A Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants in a Unit Sold During Period | 15,571,429 | |||||||||
Number of Warrants in a Unit | 1 | |||||||||
Number of shares callable by each warrant | 1 | |||||||||
Underwritten Public Offering | Class A Warrants | Selling Stockholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of Warrants in a Unit | 1 | |||||||||
Number of shares callable by each warrant | 1 | |||||||||
Underwritten Primary Offering | Selling Stockholders | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock by selling shareholders (in shares) | 628,751 | |||||||||
Over-Allotment Option | Selling Stockholders | Common Class A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock by selling shareholders (in shares) | 1,148,577 | |||||||||
Over-Allotment Option | Sold by company | Common Class A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of stock (in shares) | 1,281,423 | |||||||||
Over-Allotment Option | Class A Warrants | Sold by company | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants sold during period | 2,430,000 |
Capital Stock and Changes in _3
Capital Stock and Changes in Capital Accounts - Series C Preferred Stocks (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Nov. 29, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Nov. 30, 2021 $ / shares | |
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 510,000 | 510,000 | |||
Preferred stock, shares outstanding | 510,000 | 510,000 | |||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Dividends on preferred stock | $ | $ 471,000 | ||||
Diana Shipping Inc | |||||
Class of Stock [Line Items] | |||||
Cumulative preferred dividend rate | 8% | ||||
Conversion price | $ / shares | $ 6.50 | ||||
Trading day trailing VWAP of common shares | $ | 10 | ||||
Preferred stock Series C | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | ||
Preferred stock, shares outstanding | 10,000 | 10,000 | |||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||
Preferred stock, liquidation preference | $ | $ 1,000,000 | $ 1,000,000 | |||
Cumulative preferred dividend rate | 8% | ||||
Conversion price | $ / shares | $ 6.50 | ||||
Dividends on preferred stock | $ | $ 69,000 | ||||
Preferred stock Series C | Preferred stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 10,000 | 10,000 | |||
Preferred stock Series C | Equity Incentive Plan | |||||
Class of Stock [Line Items] | |||||
Number of shares reserved for issuance of restricted shares | 1,982 | ||||
Preferred stock Series C | Diana Shipping Inc | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 10,000 | ||||
Trading day trailing VWAP of common shares | D | 10 | 10 | |||
Maximum percentage of outstanding common shares that can be held by related party after share conversion | 49% | 49% | |||
Preferred stock Series C | Diana Shipping Inc | Preferred stock | |||||
Class of Stock [Line Items] | |||||
Dividends on preferred stock | $ | $ 471,000 | ||||
Dividend paid | $ | $ 0 | $ 300,000 | |||
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 | $ 1,000,000 |
Capital Stock and Changes in _4
Capital Stock and Changes in Capital Accounts - Equity Incentive Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 15, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Mar. 23, 2022 | |
Compensation cost on restricted stock | $ 158 | |||
2021 Equity Incentive Plan | ||||
Number of shares authorized for grant of restricted share awards | 10,000 | |||
Preferred stock Series C | 2021 Equity Incentive Plan | ||||
Vesting period of restricted shares granted | 2 years | |||
Number of shares reserved for issuance of restricted shares | 1,982 | 1,982 | ||
Total unrecognized compensation cost relating to restricted share awards | $ 1,342 | |||
Compensation cost on restricted stock | $ 0 | $ 158 | ||
Total fair value of shares granted | $ 1,500 |
Capital Stock and Changes in _5
Capital Stock and Changes in Capital Accounts - Dividend to common stock and Class A warrants' holder (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 21, 2022 | Jun. 14, 2022 | Apr. 13, 2022 | Apr. 01, 2022 | Mar. 18, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | |
Class of Stock [Line Items] | |||||||||
Common stock dividends per share declared | $ 0.05 | $ 0.01 | |||||||
Common stock, shares issued | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 | ||||
Common stock, shares outstanding | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 | ||||
Payments of dividends on common stockholders and Class A warrant holders | $ 443 | $ 2,215 | $ 2,658 | ||||||
Common stock excluding Class A Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Payments of dividends on common stockholders and Class A warrant holders | 299 | 1,491 | |||||||
Class A Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Cash paid to Warrant holders per share | $ 0.01 | $ 0.05 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,474,000 | 14,474,000 | |||||||
Payments of dividends on common stockholders and Class A warrant holders | $ 144 | $ 724 |
Loss per Share (Details)
Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 14, 2022 | Apr. 01, 2022 | Nov. 29, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Declared cash dividend | $ 0 | |||||
Dividends on Class A warrants | $ 868 | |||||
Effect of dilutive securities | 0 | 0 | 3,455,451 | |||
Common stock, shares issued | 29,829,092 | 8,820,240 | 29,829,092 | 29,829,092 | 8,820,240 | |
Loss per share, diluted | $ (2) | $ (0.01) | $ 0.01 | |||
Common stock excluding Class A Warrants | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Declared cash dividend | $ 1,790 | |||||
Class A Warrants | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Declared cash dividend | $ 868 |
Loss per Share - Equity holders
Loss per Share - Equity holders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Loss per Share | |||
Net income / (loss) | $ (1) | $ 1,062 | $ 134 |
Less dividends on series C preferred stock | (471) | (69) | |
Less dividends on Class A warrants | (868) | ||
Net loss attributable to common stockholders | $ (1) | $ (277) | $ 65 |
Weighted average number of common stocks, basic | 500 | 25,691,205 | 8,820,240 |
Effect of dilutive shares | 0 | 0 | 3,455,451 |
Weighted average number of common stock, diluted | 500 | 25,691,205 | 12,275,691 |
Loss per share, basic | $ (2) | $ (0.01) | $ 0.01 |
Loss per share, diluted | $ (2) | $ (0.01) | $ 0.01 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Maximum aggregate amount of loss due to credit risk | $ 214 | |
Charterers [Member] | Revenue Benchmark | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 10% | 10% |
A | Revenue Benchmark | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 32% | 35% |
B | Revenue Benchmark | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 25% | 32% |
C | Revenue Benchmark | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 22% | 26% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 27, 2022 | Sep. 21, 2022 | Sep. 15, 2022 | Sep. 06, 2022 | Aug. 12, 2022 | Jul. 14, 2022 | Mar. 18, 2022 | Mar. 08, 2022 | Jan. 17, 2022 | Nov. 29, 2021 | Sep. 30, 2022 | Mar. 07, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | Jun. 14, 2022 | Apr. 01, 2022 | Nov. 30, 2021 | Apr. 15, 2021 | |
Subsequent Events | ||||||||||||||||||||
Dividends on preferred stock | $ 471,000 | |||||||||||||||||||
Common stock dividends per share declared | $ 0.05 | $ 0.01 | ||||||||||||||||||
Common stock, shares issued | 8,820,240 | 29,829,092 | 8,820,240 | 29,829,092 | 29,829,092 | |||||||||||||||
Common stock, shares outstanding | 8,820,240 | 29,829,092 | 8,820,240 | 29,829,092 | 29,829,092 | |||||||||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Grace period to regain compliance with Nasdaq bid price requirements | 180 days | |||||||||||||||||||
Minimum bid price requirement for continued listing on Nasdaq, per share | $ 1 | $ 1 | ||||||||||||||||||
Period during which company needs to be in compliance during grace period | 10 days | |||||||||||||||||||
Dividends Payable | $ 240,000 | |||||||||||||||||||
Class A warrants | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,474,000 | 14,474,000 | ||||||||||||||||||
Preferred stock Series C | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Dividends on preferred stock | $ 69,000 | |||||||||||||||||||
Cumulative preferred dividend rate | 8% | |||||||||||||||||||
Preferred stock, liquidation preference | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Common stock | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Common stock dividends per share declared | $ 0.01 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Grace period to regain compliance with Nasdaq bid price requirements | 180 days | 180 days | ||||||||||||||||||
Minimum bid price requirement for continued listing on Nasdaq, per share | $ 1 | $ 1 | $ 1 | |||||||||||||||||
Period during which company needs to be in compliance during grace period | 10 days | 10 days | ||||||||||||||||||
Subsequent Event [Member] | Class A warrants | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Common stock dividends per share declared | $ 0.01 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 14,474,000 | |||||||||||||||||||
Aggregate class A warrants holders | $ 443,000 | |||||||||||||||||||
Subsequent Event [Member] | Dividend Paid [Member] | Class A warrants | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Aggregate class A warrants holders | 144,000 | |||||||||||||||||||
Subsequent Event [Member] | Preferred stock Series C | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Dividends on preferred stock | $ 240,000 | $ 240,000 | $ 100 | |||||||||||||||||
Subsequent Event [Member] | 7.0% Series D convertible perpetual preferred shares | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Cumulative preferred dividend rate | 7% | |||||||||||||||||||
Preferred stock, liquidation preference | $ 1,000,000 | |||||||||||||||||||
Trading day trailing VWAP of common shares | 10 | |||||||||||||||||||
Subsequent Event [Member] | 7.0% Series D convertible perpetual preferred shares | Vessel, Baltimore | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Value of shares issued in exchange for goods or services | $ 17,600,000 | |||||||||||||||||||
Shares issued in exchange for goods or services | 25,000 | |||||||||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Dividend Declared [Member] | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 117,000 | |||||||||||||||||||
Subsequent Event [Member] | Common stock | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Common stock, shares issued | 29,829,092 | |||||||||||||||||||
Common stock, shares outstanding | 29,829,092 | |||||||||||||||||||
Subsequent Event [Member] | Common stock | Dividend Paid [Member] | ||||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Aggregate class A warrants holders | $ 299,000 |
CONSOLIDATED BALANCE SHEET_2
CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Apr. 14, 2021 |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 10,989 | $ 1,673 | ||
Accounts receivable, trade | 425 | 811 | ||
Due from a related party (Note 3(c)) | 70 | 70 | ||
Inventories | 1,796 | 186 | ||
Prepaid expenses and other assets | 553 | 460 | ||
Total current assets | 13,833 | 3,200 | ||
FIXED ASSETS: | ||||
Vessels, net (Note 4) | 44,082 | 45,728 | ||
Total fixed assets | 48,482 | 45,728 | ||
OTHER NON-CURRENT ASSETS: | ||||
Deferred charges | 810 | 152 | ||
Total assets | 63,125 | 49,080 | ||
CURRENT LIABILITIES: | ||||
Accounts payable, trade and other | 327 | 263 | ||
Due to related parties (Note 3) | 210 | 59 | ||
Accrued liabilities | 1,186 | 381 | ||
Deferred revenue | 244 | 228 | ||
Total current liabilities | 2,207 | 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 | 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) | 298 | 88 | ||
Additional paid-in capital (Notes 3 and 6) | 60,615 | 47,991 | ||
Retained earnings | 65 | |||
Total stockholders' equity | 60,918 | 48,149 | $ 4 | $ 0 |
Total liabilities and stockholders' equity | $ 63,125 | $ 49,080 |
CONSOLIDATED BALANCE SHEET (P_2
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 14, 2022 | Apr. 01, 2022 | 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 | $ 0.01 | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock, shares issued | 510,000 | 510,000 | |||||
Preferred stock, shares outstanding | 510,000 | 510,000 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 | ||
Common stock, shares issued | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 | ||
Common stock, shares outstanding | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
REVENUES: | |||
Time charter revenues (Note 2(n)) | $ 8,246 | $ 1,334 | |
EXPENSES: | |||
Voyage expenses (Note 2(n)) | 597 | 54 | |
Vessel operating expenses | 2,936 | 360 | |
Depreciation (Note 4) | 2,024 | 354 | |
General and administrative expenses | $ 1 | 1,224 | 358 |
Management fees to related parties (Note 3) | 411 | 74 | |
Operating income/(loss) | (1) | 1,062 | 134 |
Net income/(loss) and comprehensive income/(loss) | (1) | 1,062 | 134 |
Dividends on Series C preferred stock (Note 6(d)) | 471 | 69 | |
Net income attributable to common stockholders | $ (1) | $ (277) | $ 65 |
Loss per common share, basic (Note 7) | $ (2) | $ (0.01) | $ 0.01 |
Loss per common share, diluted (Note 7) | $ (2) | $ (0.01) | $ 0.01 |
Weighted average number of common stock, basic (Note 7) | 500 | 25,691,205 | 8,820,240 |
Weighted average number of common stock, diluted (Note 7) | 500 | 25,691,205 | 12,275,691 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Preferred stock Series B Preferred Stock | Preferred stock Preferred stock Series C | Common stock | Additional paid-in capital Preferred stock Series C | Additional paid-in capital | Retained Earnings / (Accumulated Deficit) Preferred stock Series C | Retained Earnings / (Accumulated Deficit) | Series B Preferred Stock | Preferred stock Series C | Total |
Balance at the end at Jun. 30, 2021 | $ 5,000 | $ (1,000) | $ 4,000 | |||||||
Balance at the end (in shares) at Jun. 30, 2021 | 500 | |||||||||
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 5,000 | $ 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) | (1,000) | (1,000) | ||||||||
Balance at the end at Jun. 30, 2021 | $ 5,000 | (1,000) | 4,000 | |||||||
Balance at the end (in shares) at Jun. 30, 2021 | 500 | |||||||||
Balance at the beginning at Apr. 14, 2021 | $ 0 | $ 0 | $ 5,000 | 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 | $ (5,000) | |||||||||
Cancellation of common stock (in shares) | (500) | |||||||||
Issuance of stock | $ 5,000 | $ 88,000 | $ 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 | $ 5,000 | $ 88,000 | 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 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income/(loss) | 1,062,000 | 1,062,000 | ||||||||
Dividends on preferred stock | (235,000) | $ (236,000) | (471,000) | |||||||
Balance at the end at Jun. 30, 2022 | $ 5,000 | $ 298,000 | $ 60,615,000 | $ 60,918,000 | ||||||
Balance at the end (in shares) at Jun. 30, 2022 | 500,000 | 10,000 | 29,829,092 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS $ in Thousands | 9 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash Flows from Operating Activities: | |
Net income/(loss) | $ 134 |
Adjustments to reconcile net income / (loss) 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 Financing Activities | 1,000 |
Net increase in cash and cash equivalents | 1,673 |
Cash and cash equivalents at beginning of the year/period | 0 |
Cash and cash equivalents at end of the period | 1,673 |
SUPPLEMENTAL CASH FLOW INFORMATION | |
Issuance of common and preferred stock in exchange for entities acquisition | $ 47,084 |
Basis of Presentation and Gen_3
Basis of Presentation and General Information | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation and General Information | ||
Basis of Presentation and General Information | 1. Basis of Presentation and General Information The accompanying unaudited interim 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 shares of 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 accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the period from inception (April 15, 2021) through December 31, 2021 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 6, 2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six month period ended June 30, 2022 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022. The comparative unaudited interim consolidated financial statements have been presented for the period from inception (April 15, 2021) through June 30, 2021. They include only the accounts of OceanPal Inc. from inception date April 15, 2021 through June 30, 2021, as the accounts of the Company’s wholly-owned subsidiaries have been consolidated from November 30, 2021 (i.e. upon the Spin-Off consummation and the acquisition of the three ship-owning subsidiaries by the Company) when the operation of the Company’s vessels started. Operations prior to the November 30, 2021 consisted principally of organizational expenses . The consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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 (Note 3 (c)), ● 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 (Note 3 (c)), ● 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 (Note 3 (c)), and ● Darrit Shipping Company Inc., a company incorporated in the Republic of the Marshall islands on June 02, 2022, for the purposes of acquiring the 2005 built Capesize dry bulk carrier Baltimore (Note 4 and 9(d)). 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)). Uncertainties caused by the COVID-19 pandemic and the Russo-Ukrainian conflict: 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. As of June 30, 2022, the impact of the outbreak of COVID-19 virus continues to unfold. Additionally, the recent conflict between Russia and the Ukraine, since February 2022, has disrupted supply chains and caused instability in the energy markets and the global economy, which have experienced significant volatility. Several countries announced sanctions against Russia, including sanctions targeting the Russian oil sector, among those a prohibition on the import of oil and coal from Russia, and may impose wider sanctions and take other actions in the future. To date, no apparent consequences have been identified on the Company’s business, or counterparties, by COVID-19 and the conflict in Ukraine and their implications. Currently, none of the Company’s contracts have been affected by the events in Russia and Ukraine. Given the dynamic nature of these circumstances, and as volatility continues, the full extent to which the COVID-19 global pandemic and/or the Russo-Ukrainian war may have direct or indirect impact on the industry and on the Company’s business is difficult to be predicted, whereas it is possible that in the future third parties with whom the Company has or will have contracts may be impacted by such events and sanctions. The related financial reporting implications cannot be reasonably estimated at this time, although they could materially affect the Company’s business, results of operations and financial condition in the future. 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 on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by these geopolitical events, will depend on how those events will further develop, the duration and extent of the restrictive measures that are associated with such events 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’ and other counterparties’ response to the market and continuously evaluates the effect on its operations. | 1. 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 Polici_4
Significant Accounting Policies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies - Recent Accounting Pronouncements | ||
Significant Policies | 2. Significant Accounting Policies – Recent Accounting Pronouncements A discussion of the Company’s significant accounting policies can be found in the audited consolidated financial statements for the period from inception (April 15, 2021) through December 31, 2021, as filed on Form 20-F on April 6, 2022. There have been no material changes to these policies in the six month period ended June 30, 2022, except for as discussed below: Significant accounting policies: a) Distinguishing liabilities from equity: The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company in its assessment for the accounting of the Class A and the prefunded warrants issued in connection with the January 2022 underwritten public offering (Note 6), has taken into consideration ASC 480 “Distinguishing liabilities from equity” and determined that the aforementioned warrants are out of the scope of ASC 480, hence should be classified as equity instead of liability. The Company further analyzed key features of the warrants to determine whether these are more akin to equity or to debt and concluded that the warrants are 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. Upon exercise of the warrants, the holder is entitled to receive common shares. b) Share Based Payments: The Company issues restricted share awards which are measured at their grant date fair value and are not subsequently re-measured. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Forfeitures of awards are accounted for when and if they occur. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. | 2. 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: 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: $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 par_5
Transactions with related parties | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Transactions with related parties | ||
Transactions with related parties | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: On November 29, 2021 the Company appointed DWM to provide management services to the vessels of the Company’s fleet pursuant to a management agreement, under which each of the vessel-owning subsidiaries pays, for each vessel, an aggregate of 1.25% on hire and on freight of the vessel’s gross income per month, plus either (i) $ 20,000 for each month that the vessel is employed or available for employment or (ii) $ 10,000 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. Under the addenda on the management agreements, dated on March 1, 2022, the fixed monthly management fee was amended to (i) $ 18,500 for each month that the vessel is employed or available for employment or (ii) $ 9,250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. The management agreements, as amended, may be terminated by either party on three months ’ prior written notice. DWM is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at DWM. Management fees paid to DWM for the six month period ended June, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, amounted to $444 and nil , respectively. Of the management fees paid to DWM for the six month period ended June 30, 2022, $342 and $102 , are included in “Management fees to related parties” and “Voyage expenses”, respectively, in the accompanying unaudited interim consolidated statements of operations. As at June 30, 2022 and December 31, 2021 there was an amount of and $2 and $6 due to DWM, respectively, included in “Due to related parties” in the accompanying consolidated balance sheets. b) Steamship Shipbroking Enterprises Inc. or Steamship: On November 29, 2021 the Company appointed Steamship to provide insurance, administrative and brokerage services pursuant to a management agreement for insurance-related services, an administrative services agreement, and a brokerage services agreement. Under each vessel-owning subsidiary’s management agreement for insurance-related services with Steamship, the vessel-owning subsidiary pays Steamship a fixed fee of either (i) $500 per month for each month that the vessel is employed or is available for employment or (ii) $250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. These management agreements may be terminated by either party on three months prior written notice. Under the administrative services agreement entered between the Company and Steamship, the Company pays Steamship a monthly fee of $10,000 . This agreement may be terminated by either party on 30 days prior written notice. Under the brokerage services agreement, the Company pays Steamship a fixed monthly fee of $95,000 , plus 2.5% on the hire agreed per charter party for each vessel plus commission on the sale of vessels. This agreement may be terminated by either party at any time by prior written notice. Steamship is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at Steamship. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, insurance and administrative management fees amounted to $70 and nil , respectively, and are included in “Management fees to related parties” in the accompanying unaudited interim consolidated statements of operations. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, brokerage fees amounted to $774 and nil , respectively. Of the brokerage fees paid to Steamship for the six month period ended June 30, 2022, $570 are included in “General and administrative expenses” and $204 in “Voyage Expenses” in the accompanying unaudited interim consolidated statements of operations. As of June 30, 2022 and December 31, 2021, there was an amount of $155 and $33 , respectively, due to Steamship, included in “Due to related parties” in the accompanying consolidated balance sheets. c) Diana Shipping Inc., or DSI: On November 29, 2021, the Company completed its Spin-Off from DSI. In connection with the Spin-Off, DSI contributed to the Company the three vessel-owning subsidiaries discussed in Note 1 above, together with $1,000 in working capital, whereas as of the same date, shareholders of DSI received one of the Company’s common shares for every ten shares of DSI’s common stock owned at the close of business on November 3, 2021 (i.e., 8,820,240 shares). DSI also received 500,000 of the Company’s Series B Preferred stock (the “Series B Preferred Stock”) and 10,000 of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”). DSI did 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 of the Company. 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 three vessel-owning subsidiaries discussed in Note 1 above 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 DSI, 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. According 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. Pursuant to this right of first refusal, the Company, through one newly wholly-owned subsidiary, entered on June 13, 2022 into a Memorandum of Agreement with DSI, to acquire the Capesize M/V Baltimore. (Note 4 and 9(d)). 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 on November 29, 2021, 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 (Note 4). 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. As of June 30, 2022 and December 31, 2021, there was an amount of $70 and $70 , respectively, due from DSI, included in “Due from a related party” in the accompanying consolidated balance sheets, resulting from amounts paid or received by DSI on behalf of OceanPal up to the date of the contribution. | 3. a) Diana Wilhelmsen Management Limited, or DWM: b) Steamship Shipbroking Enterprises Inc. or Steamship: c) Diana Shipping Inc., or DSI: 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 | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Advances for vessel acquisitions and Vessels, net | ||
Vessels, net | 4. Advances for vessel acquisitions and Vessels, net Vessel Acquisition On June 13, 2022, the Company signed, through its wholly-owned subsidiary Darrit Shipping Company Inc., a Memorandum of Agreement, as amended, to acquire from DSI, a Capesize dry bulk vessel, the m/v Baltimore, of 177,243 dwt, for a purchase price of $22,000 . Of the purchase price, 20% or $4,400 was paid in cash upon signing of the Memorandum of Agreement and is included in Advances for vessel acquisitions in the accompanying unaudited interim consolidated balance sheet as of June 30, 2022. The vessel was delivered to the Company on September 20, 2022 and the Company paid the balance of the purchase price in shares of its newly issued Series D preferred stock, the terms of which were mutually agreed between the Company and DSI Note 9(d)). The purchase of this vessel was made pursuant to the Company’s exercise of a right of first refusal granted to the Company by DSI on six identified vessels based on an agreement dated November 8, 2021 (Note 3(c)). The acquisition of the vessel was approved by a committee of independent members of the Company’s Board of Directors. 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, and June 30, 2022, the additions to vessels’ cost amounted to $42 and $378 , respectively. The amounts reflected in Vessels, net in the accompanying consolidated balance sheets are analyzed as follows: Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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_2
Commitments and Contingencies | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 5. Commitments and Contingencies a) Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental and other liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. The Company’s vessels are covered for pollution in the amount of $1 billion per vessel per incident, by the P&I Association in which the Company’s vessels are entered. The Company’s vessels are subject to calls payable to their P&I Association and may be subject to supplemental calls which are based on estimates of premium income and anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I Association until the closing of the relevant policy year, which generally occurs within three years from the end of the policy year. Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. The Company is not aware of any supplemental calls outstanding in respect of any policy year. b) As at June 30, 2022, two of the Company’s vessels were fixed under time charter agreements, considered as operating leases accounted for as per ASC 842 requirements, while one vessel was not chartered. The minimum contractual gross charter revenues expected to be generated from fixed and non-cancelable time charter contracts existing as at June 30, 2022 and until their expiration falling within 2022 is estimated at $5,058 . c) As discussed in Notes 3 and 4, in June 13, 2022, the Company entered into a memorandum of agreement, to acquire from DSI the Capesize vessel Baltimore. As at June 30, 2022, the remaining balance to be paid under the contract was $17,600 and was settled in September 21, 2022, upon vessel’s delivery to the new owners through the Company’s newly issued Series D preferred stock (Note 9(d)). | 5. a) b) |
Capital Stock and Changes in _6
Capital Stock and Changes in Capital Accounts | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | 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 i) 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, i.e. 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 was not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the original applicable grace period to regain compliance was 180 days , or until September 5, 2022. On September 6, 2022, the Company was granted an additional 180 - day period from the Nasdaq Stock Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. 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 (Note 9(c)). At the Company’s 2022 Annual Meeting of Shareholders held on April 5, 2022, it was approved by the Company’s shareholders that, subject to approval and implementation by the Company’s board of directors, the Company may effect one or more reverse stock splits on its issued shares of common stock, each at a ratio of not less than one-for-two and not more than one-for-10 and in the aggregate at a ratio of not more than one-for-40. ii) 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 20, 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 and was immediately separated upon issuance. 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, the Company had previously agreed with certain of its’ executive officers and significant shareholders (the “selling shareholders”) to register their resale of shares of common stock, whereas an aggregate of 1,777,148 shares of common stock for certain of the selling shareholders were registered in connection with the January 2022 offering. As such, certain selling shareholders sold an aggregate of 628,571 shares of common stock in the offering. Each of the 628,751 shares of common stock sold by the selling shareholders on the primary offering was delivered to the underwriters with one additional Class A warrant to purchase one share of common stock (sold by the Company) , on a firm commitment basis. In addition, the underwriter for the offering fully-exercised its option to purchase an additional 1,148,577 common shares sold from the selling shareholders and 1,281,423 common shares along with 2,430,000 Class A warrants sold from the Company (Note 6(b)). Each of the 1,148,577 shares of common stock sold by the selling shareholders upon exercise of the underwriters’ over-allotment option, was sold with one Class A warrant (sold by the Company) to purchase one share of common stock, on a firm commitment basis. The Company did not receive any of the proceeds from the sale of common shares by the selling shareholders and only received the proceeds for the class A warrants sold together with the selling shareholders’ shares of common stock (i.e. 1,777,148 class A warrants in aggregate). As at June 30, 2022, following also the exercise of 4,156,000 Class A warrants and all prefunded warrants, discussed in Note 6(b) below, the Company’s issued and outstanding common stock was 29,829,092 common shares. The net proceeds received during the six month period ended June 30, 2022, under the Underwritten Public Offering, including the exercise of Class A and prefunded warrants discussed in Note 6(b) below and after deducting underwriting commissions and offering expenses payable by the Company, amounted to $ 14,678 . (b) Warrants: In connection with the underwritten public offering which closed in January 2022, all prefunded warrants (i.e. 2,500,000 ) and 4,156,000 Class A 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 as at June 30, 2022. The Class A warrants were immediately exercisable and expire in five years from issuance, i.e. in January 2027. The Company may at any time during the term of its Class A warrants reduce the then current exercise price of each warrant to any amount and for any period of time deemed appropriate by the board of directors of the Company, subject to terms disclosed in each warrants’ agreements. The Class A warrants also contain a cashless exercise provision, whereby if at the time of exercise, there is no effective registration statement, then the Class A warrants can be exercised by means of a cashless exercise as disclosed in the warrants’ agreements. All Class A warrants are classified in equity, according to the Company’s significant accounting policy. Based on the terms of the Class A warrants’ agreement, each holder of the Class A warrants is, at any time after the issuance of the warrants, entitled to participate in distribution of dividends by the Company, if and when declared, to the same extent that the holder would participate for each common share that such holder would be entitled to receive upon complete exercise of their Class A warrants (Note 6(e)). (c) Series C Preferred Stock: As at June 30, 2022 and December 31, 2021, the Company had 10,000 shares of Series C Preferred Stock issued and outstanding with par value $0.01 per share, while as at June 30, 2022, additional 1,982 shares of Series C Preferred Stock have been granted (but not yet issued) under the Company’s amended and restated 2021 Equity Incentive Plan (Note 6(d)), at a stated value of $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 which is 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 the holders’ 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). DSI however, is prohibited from converting the Series C Preferred Stock into common shares to the extent that, as a result of such conversion, DSI (together with its affiliates) would beneficially own more than 49% of the total outstanding common shares of the Company. For the six month period ended June 30, 2022 dividends declared and dividends paid on Series C preferred stock amounted to $471 and $300 , respectively (Note 9(a)). No dividends were declared during the period from inception (April 15, 2021) through June 30, 2021. (d) Equity Incentive Plan: On March 23, 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. On April 15, 2022, the Company’s Board of Directors approved the award and grant of 1,982 shares of Series C preferred stock to executive management and non-executive directors, pursuant to the Company’s amended and restated plan, for a fair value of $1,500 , to vest over a service period of two years . The fair value of the Series C preferred stock awarded, was determined through Level 2 inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of the transaction. As at June 30, 2022, 1,982 shares of Series C preferred stock remained reserved for issuance according to the Company’s incentive plan. During the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, compensation cost on restricted stock amounted to $158 and nil , respectively, and is included in General and administrative expenses in the accompanying unaudited interim consolidated statements of operations. At June 30, 2022, the total unrecognized compensation cost relating to restricted share awards was $1,342 . (e) Dividend to common stock and Class A warrants’ holders: On March 18, 2022, the Company’s Board of Directors declared a cash dividend of $0.05 per share for the fourth quarter ended December 31, 2021, to its’ common stock holders of record April 1, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (April 1, 2022). Holders of the Company’s Class A warrants as of April 1, 2022 received a cash payment in the amount of $0.05 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date April 1, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On April 11 and 13, 2022, the Company paid a dividend of $1,491 on common stock and of $724 on Class A warrants holders of record April 1, 2022, amounting to $2,215 in aggregate. On May 30, 2022, the Company’s Board of Directors declared a cash dividend of $0.01 per share for the first quarter ended March 31, 2022, to its’ common stock holders of record June 14, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (June 14, 2022). Holders of the Company’s Class A warrants as of June 14, 2022 received a cash payment in the amount of $0.01 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date June 14, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On June 21, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class A warrants holders of record June 14, 2022, amounting to $443 in aggregate (Note 7). | 6. a) Common Stock: outstanding outstanding b) Preferred Stock: outstanding issued outstanding issued outstanding outstanding c) Series B Preferred Stock to Diana Shipping Inc.: outstanding 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. : outstanding e) Incentive plan: |
Earnings per Share
Earnings per Share | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss per Share | ||
Earnings per Share | 7. Loss per Share All common stock issued (including any restricted shares issued under the Company’s equity incentive plan, or else) are the Company’s common stock and have equal rights to vote and participate in dividends, subject to forfeiture provisions as set forth in the respective stock award agreements, as applicable. Furthermore, Class A warrants are entitled to receive dividends which are not refundable, and therefore are considered participating securities for basic earnings per share calculation purposes. Class A warrants do not participate in losses. For the six month period ended June 30, 2022, the Company declared and paid aggregate cash dividends to its common and Class A warrants’ holders of $1,790 and $868 , respectively. No dividends were declared during the period from inception (April 15, 2021) through June 30, 2021. For the six month period ended June 30, 2022, 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 calculated with the “if converted” method. The dilutive effect of share-based compensation arrangements (following assumed conversion of Series C preferred stock to common under the “if converted method”) and Class A warrants is computed using the treasury stock method, which assumes that the “proceeds” upon exercise of these awards or warrants are used to purchase common shares at the average market price for the period. No incremental shares were calculated from the application of the treasury stock method for i) the Class A warrants and ii) the share-based compensation arrangements (following assumed conversion of Series C preferred stock to common under the “if converted method”) and the “if converted” method for the Series C convertible preferred stock as the Company incurred losses and the effect of such shares was anti-dilutive. There were no dilutive shares for the period from inception (April 15, 2021) through June 30, 2021. Also, loss attributable to common equity holders is adjusted by the amount of dividends on Series C Preferred Stock and dividends on Class A warrants as follows: From April 15 2021 through June 30, 2022 June 30, 2021 Net income/(loss) $ 1,062 $ (1) Less dividends on series C preferred stock (471) — Less dividends on Class A warrants (868) — Net loss attributed to common stockholders $ (277) $ (1) Weighted average number of common stock, basic 25,691,205 500 Weighted average number of common stock, diluted 25,691,205 500 Loss per share, basic $ (0.01) $ (2) Loss per share, diluted $ (0.01) $ (2) | 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. 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 Fai_4
Financial Instruments and Fair Value Disclosures | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Financial Instruments and Fair Value Disclosures | ||
Financial Instruments and Fair Value Disclosures | 8. Financial Instruments and Fair Value Disclosures Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and trade accounts receivable. The ability and willingness of each of the Company’s counterparties to perform their obligations under a contract depend upon a number of factors that are beyond the Company’s 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 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 the six month period ended June 30, 2022, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer June 30, 2022 A 32 % B 25 % C 22 % The maximum aggregate amount of loss due to credit risk that the Company would incur if the aforementioned charterers failed completely to perform according to the terms of the relevant time charter parties, amounted to $214 as of June 30, 2022. Fair value of assets and liabilities: The carrying values of financial assets reflected in the accompanying consolidated balance sheets, approximate their respective fair values due to the short-term nature of these financial instruments. | 9. Concentration of 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_2
Subsequent Events | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events | ||
Subsequent Events | 9. Subsequent Events (a) Series C Preferred Stock Dividend: On July 14, 2022, the Company paid a dividend on its Series C preferred stock, amounting to $240 . On September 19, 2022, the Company’s Board of Directors declared a cash dividend of $240 to the Company’s Series C preferred stock holders for the period from July 15, 2022 to October 14, 2022, which is payable on October 17, 2022. (b) Dividend to common stock and Class A warrants’ holders: On July 27, 2022, the Company’s Board of Directors declared a cash dividend of $0.01 per share for the second quarter ended June 30, 2022, to its’ common stock holders of record August 12, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (August 12, 2022). Holders of the Company’s Class A warrants as of August 12, 2022 received a cash payment in the amount of $0.01 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date August 12, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On August 31, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class A warrants holders of record August 12, 2022, amounting to $443 in aggregate. (c) Receipt of Nasdaq Notice: On September 6, 2022, the Company was granted an additional 180 - day period from the Nasdaq Stock Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. 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 Capital Market. (d) Vessel Delivery and Issuance of Preferred Stock: On September 20, 2022, the Company took delivery of the M/V Baltimore. On September 21, 2022 the Company paid the remaining of the purchase price (i.e. $17,600 ) in 25,000 shares of its newly issued 7.0% Series D convertible perpetual preferred shares. The Series preferred stock has a cumulative preferred dividend accruing at the rate of 7.0% per annum, contains a $1,000 liquidation preference and is convertible into common shares at any time at the holder’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the 10 - trading day trailing VWAP of the Company’s common shares, subject to certain adjustments. As part of this transaction, the Company also entered into an agreement with Diana Shipping, providing the right to Diana Shipping to request that the Company effects a listing of the Series D Preferred Stock, provided that Diana Shipping then owns at least a majority of the outstanding shares of the Company’s Series D Preferred Stock. This listing right expires upon the earlier of (i) the date on which Diana Shipping is no longer the registered owner of any shares of the Company’s Series D Preferred Stock and (ii) the second anniversary of September 21, 2022 (original issuance date of Series D Preferred Stock). (e) Series D Preferred Stock Dividend: On September 27, 2022, the Company’s Board of Directors declared a cash dividend of $ 117 to the Company’s Series D preferred stock holders for the period from September 21, 2022 to October 14, 2022, which is payable on October 17, 2022. | 10. Subsequent Events a) Series C Preferred Stock Dividends: b) Underwritten Public Offering: c) Receipt of Nasdaq Notice: ten d) Dividend declaration: e) Amendment to Company’s 2021 Equity Incentive Plan: f) Uncertainties caused by the Russo-Ukrainian War: |
Significant Accounting Polici_5
Significant Accounting Policies (Policies) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies - Recent Accounting Pronouncements | ||
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: 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: $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 | b) Share Based Payments: The Company issues restricted share awards which are measured at their grant date fair value and are not subsequently re-measured. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Forfeitures of awards are accounted for when and if they occur. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. | 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) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Advances for vessel acquisitions and Vessels, net | ||
Summary of vessels, net | Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loss 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 June 30, 2022 June 30, 2021 Net income/(loss) $ 1,062 $ (1) Less dividends on series C preferred stock (471) — Less dividends on Class A warrants (868) — Net loss attributed to common stockholders $ (277) $ (1) Weighted average number of common stock, basic 25,691,205 500 Weighted average number of common stock, diluted 25,691,205 500 Loss per share, basic $ (0.01) $ (2) Loss per share, diluted $ (0.01) $ (2) | 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_5
Financial Instruments and Fair Value Disclosures (Tables) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | 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 | Charterer June 30, 2022 A 32 % B 25 % C 22 % | From April 15, 2021 Charterer through December 31, 2021 A 35 % B 32 % C 26 % |
Basis of Presentation and Gen_4
Basis of Presentation and General Information (Details) | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2022 subsidiary $ / shares shares | Dec. 31, 2021 subsidiary $ / shares shares | Nov. 30, 2021 $ / shares shares | Nov. 29, 2021 $ / shares shares | Apr. 15, 2021 $ / shares shares | |
Related Party Transaction [Line Items] | |||||
Common Stock, Shares Authorized | shares | 1,000,000,000 | 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 | $ 0.01 |
Preferred Stock, Shares Authorized | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock, par value | $ / shares | $ 0.01 | $ 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 | 3 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
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_6
Transactions with related parties - DWM (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 01, 2022 | Nov. 29, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Management fees | $ 411,000 | $ 74,000 | ||||
Due to related parties | $ 59,000 | 210,000 | 59,000 | |||
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 | $ 0 | 444,000 | |||
Due to related parties | $ 6,000 | $ 2,000 | $ 6,000 | |||
Diana Wilhelmsen Management Limited | If vessel is employed or available for employment | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | $ 18,500 | |||||
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 | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | $ 9,250 | |||||
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_7
Transactions with related parties - Steamship (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Management fees to related parties (Note 3) | $ 411,000 | $ 74,000 | |||
Due to related parties (Note 3) | $ 59,000 | 210,000 | 59,000 | ||
Steamship Shipbroking Enterprises Inc | |||||
Related Party Transaction [Line Items] | |||||
Monthly fee | $ 95,000,000 | ||||
Variable fee on hire and on freight | 2.50% | ||||
Management fees to related parties (Note 3) | $ 0 | 774,000 | |||
Due to related parties (Note 3) | 33,000 | 155,000 | $ 33,000 | ||
Steamship Shipbroking Enterprises Inc | Management fees to related parties | |||||
Related Party Transaction [Line Items] | |||||
Management fees to related parties (Note 3) | 12,000 | $ 0 | 70,000 | ||
Steamship Shipbroking Enterprises Inc | General and Administrative Expense [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees to related parties (Note 3) | $ 178,000 | $ 570,000 | |||
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 | $ 10,000,000 |
Transactions with related par_8
Transactions with related parties - DSI (Details) | 6 Months Ended | 9 Months Ended | ||||||||
Nov. 29, 2021 USD ($) $ / shares shares | Nov. 29, 2021 USD ($) subsidiary $ / shares shares | Nov. 29, 2021 USD ($) $ / shares shares | Nov. 29, 2021 USD ($) item $ / shares shares | Nov. 29, 2021 USD ($) Vote $ / shares shares | Nov. 08, 2021 subsidiary | Nov. 08, 2021 | Nov. 08, 2021 item | Jun. 30, 2022 USD ($) D shares | Dec. 31, 2021 USD ($) D shares | |
Related Party Transaction [Line Items] | ||||||||||
Preferred Stock, Shares Issued | shares | 510,000 | 510,000 | ||||||||
Due from a related party (Note 3(c)) | $ 70,000 | $ 70,000 | ||||||||
Series B Preferred Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred Stock, Shares Issued | shares | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||||
Number of votes | Vote | 2,000 | |||||||||
Percentage of the total number of votes | 34% | |||||||||
Maximum percentage of total number of votes entitled to vote including common stock or any other voting security | 49% | |||||||||
Preferred stock Series C | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred Stock, Shares Issued | shares | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||
Cumulative preferred dividend rate | 8% | |||||||||
Conversion price | $ / shares | $ 6.50 | $ 6.50 | $ 6.50 | $ 6.50 | $ 6.50 | |||||
Diana Shipping Inc | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of vessel-owning subsidiaries contributed | 3 | 3 | ||||||||
Working capital contributed | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||
Percentage of the total number of votes | 34% | |||||||||
Cumulative preferred dividend rate | 8% | |||||||||
Conversion price | $ / shares | $ 6.50 | $ 6.50 | $ 6.50 | $ 6.50 | $ 6.50 | |||||
Trading day trailing VWAP of common shares | 10 | |||||||||
Right of first refusal over number of drybulk carriers | 6 | 6 | ||||||||
Aggregate fair value of vessels | $ 46,040,000 | $ 46,040,000 | $ 46,040,000 | $ 46,040,000 | $ 46,040,000 | |||||
Number Of Vessels Contributed to the Entity | 3 | 3 | ||||||||
Economic interest of preferred share | 0 | $ 0 | 0 | $ 0 | 0 | |||||
Preferred share recorded at par | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | |||||
Due from a related party (Note 3(c)) | $ 70,000 | $ 70,000 | $ 70,000 | $ 70,000 | $ 70,000 | $ 70,000 | $ 70,000 | |||
Diana Shipping Inc | Minimum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of vessels the entity has the right, but not the obligation, to purchase | 1 | 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 | 6 | ||||||||
Diana Shipping Inc | Common stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share exchange ratio | 10 | 10 | 10 | 10 | 10 | |||||
Number of issued and outstanding common shares distributed | shares | 8,820,240 | 8,820,240 | 8,820,240 | 8,820,240 | 8,820,240 | |||||
Diana Shipping Inc | Series B Preferred Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of issued and outstanding common shares distributed | shares | 0 | 0 | 0 | 0 | 0 | |||||
Preferred Stock, Shares Issued | shares | 500,000 | 500,000 | 500,000 | 500,000 | 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% | |||||||||
Diana Shipping Inc | Preferred stock Series C | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of issued and outstanding common shares distributed | shares | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||
Preferred Stock, Shares Issued | shares | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||
Trading day trailing VWAP of common shares | D | 10 | 10 | ||||||||
Preferred share recorded at stated value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||
Preferred share recorded at fair value | $ 7,570,000 | $ 7,570,000 | $ 7,570,000 | $ 7,570,000 | $ 7,570,000 |
Vessels, net (Details)
Vessels, net (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Accumulated Depreciation | |||
Depreciation for the period | $ (2,024,000) | $ (354,000) | |
Net Book Value | |||
Net Book Value at the beginning | 45,728,000 | ||
Depreciation for the period | (2,024,000) | (354,000) | |
Net Book Value at the end | 48,482,000 | 45,728,000 | $ 45,728,000 |
Vessels | |||
Vessel cost | |||
Vessel cost at the beginning | 46,082,000 | ||
Vessels contributed by DSI | 46,040,000 | ||
Additions and improvements | 378,000 | 42,000 | 42,000 |
Vessel cost at the end | 46,460,000 | 46,082,000 | 46,082,000 |
Accumulated Depreciation | |||
Accumulated depreciation at the beginning | 354,000 | ||
Depreciation for the period | (2,024,000) | (354,000) | |
Accumulated depreciation at the end | (2,378,000) | (354,000) | (354,000) |
Net Book Value | |||
Net Book Value at the beginning | 45,728,000 | ||
Vessels contributed by DSI | 46,040,000 | ||
Additions and improvements | 378,000 | 42,000 | 42,000 |
Depreciation for the period | (2,024,000) | (354,000) | |
Net Book Value at the end | $ 44,082,000 | $ 45,728,000 | $ 45,728,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies. | ||
Vessels covered for pollution per vessel per incident | $ 1,000,000 | $ 1,000,000 |
Term for adjustment of estimates | 3 years | 3 years |
Estimated contractual gross charter revenues | $ 2,657 |
Capital Stock and Changes in _7
Capital Stock and Changes in Capital Accounts - Common Stock (Details) - $ / shares | Jun. 30, 2022 | Jun. 14, 2022 | Apr. 01, 2022 | 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 | 1,000,000,000 | 500 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares issued | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 | ||
Common stock, shares outstanding | 29,829,092 | 29,829,092 | 29,829,092 | 8,820,240 | 8,820,240 |
Capital Stock and Changes in _8
Capital Stock and Changes in Capital Accounts - Preferred Stock (Details) - $ / shares | Jun. 30, 2022 | 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 | 100,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 510,000 | 510,000 | ||
Preferred stock, shares outstanding | 510,000 | 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 | ||
Preferred stock Series C | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Capital Stock and Changes in _9
Capital Stock and Changes in Capital Accounts - Series B Preferred Stock (Details) | Nov. 29, 2021 Vote $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Nov. 30, 2021 $ / shares |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 510,000 | 510,000 | ||
Preferred stock, shares outstanding | 510,000 | 510,000 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 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% | |||
Maximum percentage of total number of votes entitled to vote including common stock or any other voting security | 49% |
Capital Stock and Changes in_10
Capital Stock and Changes in Capital Accounts - Series C Preferred Stock (Details) | 6 Months Ended | 9 Months Ended | ||
Nov. 29, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) D $ / shares shares | Nov. 30, 2021 $ / shares | |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 510,000 | 510,000 | ||
Preferred stock, shares outstanding | 510,000 | 510,000 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Dividends on preferred stock | $ | $ 471,000 | |||
Diana Shipping Inc | ||||
Class of Stock [Line Items] | ||||
Cumulative preferred dividend rate | 8% | |||
Conversion price | $ / shares | $ 6.50 | |||
Trading day trailing VWAP of common shares | $ | 10 | |||
Preferred stock Series C | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||
Preferred stock, liquidation preference | $ | $ 1,000,000 | $ 1,000,000 | ||
Cumulative preferred dividend rate | 8% | |||
Conversion price | $ / shares | $ 6.50 | |||
Dividends on preferred stock | $ | $ 69,000 | |||
Preferred stock Series C | Diana Shipping Inc | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 10,000 | |||
Trading day trailing VWAP of common shares | D | 10 | 10 | ||
Maximum percentage of outstanding common shares that can be held by related party after share conversion | 49% | 49% | ||
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 | $ 1,000,000 |
Capital Stock and Changes in_11
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) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Loss per Share | |||
Net income/(loss) | $ (1) | $ 1,062 | $ 134 |
Less dividends on series C preferred stock | (471) | (69) | |
Net loss attributable to common stockholders | $ (1) | $ (277) | $ 65 |
Weighted average number of common stocks, basic | 500 | 25,691,205 | 8,820,240 |
Effect of dilutive shares | 0 | 0 | 3,455,451 |
Weighted average number of common stock, diluted | 500 | 25,691,205 | 12,275,691 |
Loss per share, basic | $ (2) | $ (0.01) | $ 0.01 |
Loss per share, diluted | $ (2) | $ (0.01) | $ 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% |
Percentage of U.S. related gross transportation income | 4% |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Disclosures (Details) - Revenue Benchmark - Customer Concentration Risk [Member] | 6 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Charterers [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 10% | 10% |
A | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 32% | 35% |
B | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 25% | 32% |
C | ||
Concentration Risk [Line Items] | ||
Percentage of time charter revenues | 22% | 26% |
Financial Instruments and Fai_7
Financial Instruments and Fair Value Disclosures - Additional Information (Details) - Diana Shipping Inc $ in Thousands | Nov. 29, 2021 USD ($) subsidiary | Nov. 29, 2021 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of vessel-owning subsidiaries contributed | 3 | 3 |
Aggregate fair value of vessels | $ 46,040 | $ 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 | $ 46,040 |
Subsequent Events (Details)_2
Subsequent Events (Details) - USD ($) | 2 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||
Sep. 15, 2022 | Sep. 06, 2022 | Jul. 14, 2022 | Mar. 24, 2022 | Mar. 08, 2022 | Jan. 25, 2022 | Jan. 17, 2022 | Mar. 07, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 12, 2022 | Jun. 14, 2022 | Apr. 01, 2022 | Jan. 25, 2021 | |
Subsequent Events | ||||||||||||||
Dividends on preferred stock | $ 471,000 | |||||||||||||
Number of warrants to purchase one share | 1 | |||||||||||||
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 | |||||||||||||
Class A warrants | ||||||||||||||
Subsequent Events | ||||||||||||||
Number of warrants | 14,474,000 | 14,474,000 | ||||||||||||
Exercise price of warrant | $ 0.77 | |||||||||||||
Underwritten Public Offering | ||||||||||||||
Subsequent Events | ||||||||||||||
Number of shares in a unit | 1 | |||||||||||||
Underwritten Public Offering | Pre-funded warrants | ||||||||||||||
Subsequent Events | ||||||||||||||
Number of warrants in a unit | 1 | |||||||||||||
Number of warrants to purchase one share | 1 | |||||||||||||
Underwritten Public Offering | Class A warrants | ||||||||||||||
Subsequent Events | ||||||||||||||
Number of warrants in a unit | 1 | |||||||||||||
Number of warrants to purchase one share | 1 | |||||||||||||
Preferred stock Series C | ||||||||||||||
Subsequent Events | ||||||||||||||
Dividends on preferred stock | $ 69,000 | |||||||||||||
Selling Stockholders | Underwritten Public Offering | Class A warrants | ||||||||||||||
Subsequent Events | ||||||||||||||
Number of warrants in a unit | 1 | |||||||||||||
Number of warrants to purchase one share | 1 | |||||||||||||
Common stock | ||||||||||||||
Subsequent Events | ||||||||||||||
Issuance of stock (in shares) | 8,820,240 | |||||||||||||
Price per unit | $ 0.05 | |||||||||||||
Common stock | Over-Allotment Option | ||||||||||||||
Subsequent Events | ||||||||||||||
Issuance of stock (in shares) | 1,281,423 | |||||||||||||
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 | $ 1 | |||||||||||
Grace period to regain compliance with Nasdaq bid price requirements | 180 days | 180 days | ||||||||||||
Period during which company needs to be in compliance during grace period | 10 days | 10 days | ||||||||||||
Subsequent Event [Member] | Class A warrants | ||||||||||||||
Subsequent Events | ||||||||||||||
Number of warrants to purchase one share | 1 | |||||||||||||
Number of warrants | 14,474,000 | |||||||||||||
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 | ||||||||||||||
Subsequent Events | ||||||||||||||
Issuance of stock (in shares) | 1,281,423 | |||||||||||||
Number of warrants | 2,430,000 | |||||||||||||
Subsequent Event [Member] | Preferred stock Series C | ||||||||||||||
Subsequent Events | ||||||||||||||
Dividends on preferred stock | $ 240,000 | $ 240,000 | $ 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 | ||||||||||||||
Subsequent Events | ||||||||||||||
Issuance of stock (in shares) | 1,148,577 | |||||||||||||
Exercise price of warrant | $ 0.77 | |||||||||||||
Subsequent Event [Member] | Common stock | Preferred stock Series C | ||||||||||||||
Subsequent Events | ||||||||||||||
Issuance of stock (in shares) | 10,000 |
COMBINED CARVE-OUT BALANCE SHEE
COMBINED CARVE-OUT BALANCE SHEET - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | Jun. 30, 2021 | Apr. 14, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | |||||||||
Cash and cash equivalents | $ 10,989,000 | $ 1,673,000 | |||||||
Accounts receivable, trade | 425,000 | 811,000 | |||||||
Due from a related party (Note 3(c)) | 70,000 | 70,000 | |||||||
Inventories | 1,796,000 | 186,000 | |||||||
Total current assets | 13,833,000 | 3,200,000 | |||||||
FIXED ASSETS: | |||||||||
Vessels, net (Note 4) | 44,082,000 | 45,728,000 | |||||||
Total fixed assets | 48,482,000 | 45,728,000 | |||||||
OTHER NON-CURRENT ASSETS: | |||||||||
Deferred charges, net | 810,000 | 152,000 | |||||||
Total assets | 63,125,000 | 49,080,000 | |||||||
CURRENT LIABILITIES: | |||||||||
Accounts payable, trade and other | 327,000 | 263,000 | |||||||
Due to related parties (Note 3) | 210,000 | 59,000 | |||||||
Accrued liabilities | 1,186,000 | 381,000 | |||||||
Deferred revenue | 244,000 | 228,000 | |||||||
Total current liabilities | 2,207,000 | 931,000 | |||||||
Commitments and contingencies (Note 5) | |||||||||
STOCKHOLDERS' EQUITY: | |||||||||
Additional paid-in capital (Notes 3 and 6) | 60,615,000 | 47,991,000 | |||||||
Accumulated deficit | 65,000 | ||||||||
Total stockholders' equity | 60,918,000 | 48,149,000 | $ 4,000 | $ 0 | |||||
Total liabilities and stockholders' equity | $ 63,125,000 | $ 49,080,000 | |||||||
OceanPal Inc. Predecessors | |||||||||
CURRENT ASSETS: | |||||||||
Cash and cash equivalents | 1,939 | $ 39,638 | |||||||
Accounts receivable, trade | 32,680 | 1,035,069 | |||||||
Due from a related party (Note 3(c)) | 1,392,146 | 1,169,637 | |||||||
Inventories | 143,701 | 181,973 | |||||||
Insurance claims | 941,488 | ||||||||
Prepaid expenses | 674,710 | 869,662 | |||||||
Total current assets | 2,245,176 | 4,237,467 | |||||||
FIXED ASSETS: | |||||||||
Vessels, net (Note 4) | 31,207,386 | 32,249,299 | |||||||
Total fixed assets | 31,207,386 | 32,249,299 | $ 25,460,890 | ||||||
OTHER NON-CURRENT ASSETS: | |||||||||
Deferred charges, net | 584,017 | 701,773 | |||||||
Total assets | 34,036,579 | 37,188,539 | |||||||
CURRENT LIABILITIES: | |||||||||
Accounts payable, trade and other | 280,622 | 133,566 | |||||||
Due to related parties (Note 3) | 22,930 | 115,280 | |||||||
Accrued liabilities | 1,111,058 | 1,637,623 | |||||||
Deferred revenue | 235,897 | ||||||||
Total current liabilities | 1,650,507 | 1,886,469 | |||||||
Commitments and contingencies (Note 5) | |||||||||
STOCKHOLDERS' EQUITY: | |||||||||
Additional paid-in capital (Notes 3 and 6) | 140,925,220 | 144,274,678 | |||||||
Accumulated deficit | (108,539,148) | (108,972,608) | |||||||
Total stockholders' equity | $ 32,856,325 | 32,386,072 | 35,302,070 | $ 35,115,449 | $ 34,862,173 | $ 38,229,247 | |||
Total liabilities and stockholders' equity | $ 34,036,579 | $ 37,188,539 |
COMBINED CARVE-OUT STATEMENTS C
COMBINED CARVE-OUT STATEMENTS COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES: | |||||||||
Time charter revenues (Note 2(n)) | $ 8,246,000 | $ 1,334,000 | |||||||
EXPENSES: | |||||||||
Voyage expenses (Note 2(n)) | 597,000 | 54,000 | |||||||
Vessel operating expenses (Note 2(p)) | 2,936,000 | 360,000 | |||||||
Depreciation and amortization of deferred charges (Note 4) | 2,024,000 | 354,000 | |||||||
General and administrative expenses (Note 6) | $ 1,000 | 1,224,000 | 358,000 | ||||||
Management fees to related parties (Note 3) | 411,000 | 74,000 | |||||||
Operating income/(loss) | (1,000) | 1,062,000 | 134,000 | ||||||
OTHER EXPENSES | |||||||||
Net income/(loss) and comprehensive income/(loss) | (1,000) | 1,062,000 | 134,000 | ||||||
Net loss attributable to common stockholders | $ (1,000) | $ (277,000) | $ 65,000 | ||||||
OceanPal Inc. Predecessors | |||||||||
REVENUES: | |||||||||
Time charter revenues (Note 2(n)) | $ 6,065,161 | $ 4,818,779 | $ 11,342,529 | $ 9,410,671 | $ 12,370,182 | ||||
EXPENSES: | |||||||||
Voyage expenses (Note 2(n)) | 94,027 | 552,104 | 418,022 | 977,940 | 1,548,501 | ||||
Vessel operating expenses (Note 2(p)) | 3,406,320 | 3,535,771 | 6,200,109 | 8,497,830 | 5,582,563 | ||||
Depreciation and amortization of deferred charges (Note 4) | 1,191,889 | 962,135 | 2,192,911 | 2,151,977 | 2,479,432 | ||||
General and administrative expenses (Note 6) | 560,376 | 609,491 | 1,104,894 | 1,265,051 | 809,205 | ||||
Management fees to related parties (Note 3) | 377,671 | 378,000 | 683,121 | $ 7,330,000 | 756,000 | 728,300 | |||
Vessel Impairment charges (Note 4) | 3,047,978 | ||||||||
Vessel fair value adjustment (Note 4) | 200,500 | 200,500 | |||||||
Other loss/(income) | 1,418 | 88 | (9,427) | (241,668) | 37,055 | ||||
Operating income/(loss) | 433,460 | (1,018,310) | 752,899 | (3,795,959) | (1,862,852) | ||||
OTHER EXPENSES | |||||||||
Finance costs | (1,916) | ||||||||
Net income/(loss) and comprehensive income/(loss) | $ 433,460 | $ (1,018,310) | $ 750,983 | $ (3,795,959) | $ (1,862,852) |
COMBINED CARVE-OUT STATEMENTS O
COMBINED CARVE-OUT STATEMENTS OF PARENTS' EQUITY - USD ($) | Parent Company Investment OceanPal Inc. Predecessors | Retained Earnings / (Accumulated Deficit) OceanPal Inc. Predecessors | Retained Earnings / (Accumulated Deficit) | OceanPal Inc. Predecessors | 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) | (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) | 1,271,586 | 1,271,586 | |||
Net income/(loss) | (1,018,310) | (1,018,310) | |||
Balance at the end at Jun. 30, 2020 | 141,310,408 | (106,194,959) | 35,115,449 | ||
Balance at the beginning 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) | (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) | (3,349,458) | (3,349,458) | |||
Net income/(loss) | 433,460 | 433,460 | |||
Balance at the end at Jun. 30, 2021 | 140,925,220 | (108,539,148) | $ (1,000) | 32,386,072 | $ 4,000 |
Balance at the beginning 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) | 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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income/(loss) | (1,000) | (1,000) | |||
Balance at the end at Jun. 30, 2021 | $ 140,925,220 | $ (108,539,148) | (1,000) | $ 32,386,072 | 4,000 |
Balance at the beginning at Apr. 14, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income/(loss) | 134,000 | 134,000 | |||
Balance at the end at Dec. 31, 2021 | 65,000 | 48,149,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income/(loss) | $ 1,062,000 | 1,062,000 | |||
Balance at the end at Jun. 30, 2022 | $ 60,918,000 |
COMBINED CARVE-OUT STATEMENTS_2
COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows provided by / (used in) Operating Activities: | ||||||||
Net income / (loss) | $ (1,000) | $ 1,062,000 | $ 134,000 | |||||
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||||||||
Depreciation | 2,024,000 | 354,000 | ||||||
(Increase) / Decrease in: | ||||||||
Accounts receivable, trade | 386,000 | 24,000 | ||||||
Due from a related party | (70,000) | |||||||
Inventories | (1,610,000) | 23,000 | ||||||
Prepaid expenses and other assets | (93,000) | (460,000) | ||||||
Increase / (Decrease) in: | ||||||||
Accounts payable, trade and other | 64,000 | 263,000 | ||||||
Due to related parties (Note 3) | 1,000 | 151,000 | 59,000 | |||||
Deferred revenue | 16,000 | 228,000 | ||||||
Net cash provided by / (used in) Operating Activities | 2,374,000 | 715,000 | ||||||
Cash Flows used in Investing Activities: | ||||||||
Payments for vessel improvements (Note 4) | (42,000) | |||||||
Net cash used in Investing Activities | (4,778,000) | (42,000) | ||||||
Cash Flows provided by Financing Activities: | ||||||||
Net cash provided by Financing Activities | 11,720,000 | 1,000,000 | ||||||
Net increase in cash and cash equivalents | 9,316,000 | 1,673,000 | ||||||
Cash and cash equivalents at beginning of the year/period | 0 | 1,673,000 | 0 | |||||
Cash and cash equivalents at end of the period | $ 10,989,000 | $ 1,673,000 | ||||||
OceanPal Inc. Predecessors | ||||||||
Cash Flows provided by / (used in) Operating Activities: | ||||||||
Net income / (loss) | $ 433,460 | $ (1,018,310) | $ 750,983 | $ (3,795,959) | $ (1,862,852) | |||
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||||||||
Depreciation | 1,191,889 | 962,135 | 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) | (200,500) | ||||||
(Increase) / Decrease in: | ||||||||
Accounts receivable, trade | 1,002,389 | 234,767 | 169,243 | (725,324) | (302,696) | |||
Due from a related party | (222,509) | (60,553) | (14,418) | (1,167,746) | (1,891) | |||
Inventories | 38,272 | 5,288 | (26,611) | (13,199) | 392,255 | |||
Insurance claims | 941,488 | (7,841) | 941,488 | 1,145,969 | (2,078,347) | |||
Prepaid expenses | 194,952 | (149,854) | 191,097 | (155,786) | (403,488) | |||
Prepaid expenses and other assets | (394,242) | |||||||
Increase / (Decrease) in: | ||||||||
Accounts payable, trade and other | 147,056 | 9,486 | 87,213 | (47,062) | (160,921) | |||
Due to related parties (Note 3) | (92,350) | (169,004) | (115,280) | (122,741) | 220,261 | |||
Accrued liabilities | (526,565) | 570,591 | (1,125,141) | 1,189,260 | 202,046 | |||
Deferred revenue | 235,897 | (62,112) | 135,080 | (155,877) | (90,092) | |||
Drydock costs | (2,743) | (271,450) | (5,535) | (826,180) | (2,234) | |||
Net cash provided by / (used in) Operating Activities | 3,341,236 | (551,599) | 3,181,030 | (2,723,168) | 1,439,451 | |||
Cash Flows used in Investing Activities: | ||||||||
Payments for vessel improvements (Note 4) | (29,477) | (719,290) | (23,850) | (1,474,965) | ||||
Net cash used in Investing Activities | (29,477) | (719,290) | (23,850) | (1,474,965) | ||||
Cash Flows provided by Financing Activities: | ||||||||
Parent investment/(distribution), net | (3,349,458) | 1,271,586 | (3,196,728) | 4,235,856 | (1,504,222) | |||
Net cash provided by Financing Activities | (3,349,458) | 1,271,586 | (3,196,728) | 4,235,856 | (1,504,222) | |||
Net increase in cash and cash equivalents | (37,699) | 697 | (39,548) | 37,723 | (64,771) | |||
Cash and cash equivalents at beginning of the year/period | 39,638 | 1,915 | 39,638 | 1,915 | 66,686 | |||
Cash and cash equivalents at end of the period | $ 1,939 | $ 1,939 | $ 2,612 | $ 90 | $ 39,638 | $ 1,915 |
Basis of Presentation and Gen_5
Basis of Presentation and General Information | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Basis of Presentation and General Information | 1. Basis of Presentation and General Information The accompanying unaudited interim 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 shares of 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 accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the period from inception (April 15, 2021) through December 31, 2021 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 6, 2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six month period ended June 30, 2022 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022. The comparative unaudited interim consolidated financial statements have been presented for the period from inception (April 15, 2021) through June 30, 2021. They include only the accounts of OceanPal Inc. from inception date April 15, 2021 through June 30, 2021, as the accounts of the Company’s wholly-owned subsidiaries have been consolidated from November 30, 2021 (i.e. upon the Spin-Off consummation and the acquisition of the three ship-owning subsidiaries by the Company) when the operation of the Company’s vessels started. Operations prior to the November 30, 2021 consisted principally of organizational expenses . The consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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 (Note 3 (c)), ● 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 (Note 3 (c)), ● 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 (Note 3 (c)), and ● Darrit Shipping Company Inc., a company incorporated in the Republic of the Marshall islands on June 02, 2022, for the purposes of acquiring the 2005 built Capesize dry bulk carrier Baltimore (Note 4 and 9(d)). 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)). Uncertainties caused by the COVID-19 pandemic and the Russo-Ukrainian conflict: 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. As of June 30, 2022, the impact of the outbreak of COVID-19 virus continues to unfold. Additionally, the recent conflict between Russia and the Ukraine, since February 2022, has disrupted supply chains and caused instability in the energy markets and the global economy, which have experienced significant volatility. Several countries announced sanctions against Russia, including sanctions targeting the Russian oil sector, among those a prohibition on the import of oil and coal from Russia, and may impose wider sanctions and take other actions in the future. To date, no apparent consequences have been identified on the Company’s business, or counterparties, by COVID-19 and the conflict in Ukraine and their implications. Currently, none of the Company’s contracts have been affected by the events in Russia and Ukraine. Given the dynamic nature of these circumstances, and as volatility continues, the full extent to which the COVID-19 global pandemic and/or the Russo-Ukrainian war may have direct or indirect impact on the industry and on the Company’s business is difficult to be predicted, whereas it is possible that in the future third parties with whom the Company has or will have contracts may be impacted by such events and sanctions. The related financial reporting implications cannot be reasonably estimated at this time, although they could materially affect the Company’s business, results of operations and financial condition in the future. 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 on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by these geopolitical events, will depend on how those events will further develop, the duration and extent of the restrictive measures that are associated with such events 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’ and other counterparties’ response to the market and continuously evaluates the effect on its operations. | 1. 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. Predecessors | ||||
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”) 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 Parent. The Company will 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; The Parent will contribute the Subsidiaries to OceanPal and, as the sole shareholder of the Company, intends to distribute the Company’s common shares to its shareholders on a pro rata basis. The accompanying unaudited interim carve-out financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim combined financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the year ended December 31, 2020 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2021 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2021. The combined carve-out balance sheet as of December 31, 2020 has been derived from the audited predecessor combined carve-out financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Company is a global provider of shipping transportation services, specializing in the ownership of vessels. Each of the vessels is owned through a separate wholly-owned subsidiary . In 2020, the outbreak of the COVID-19 virus has had a negative effect on the global economy and has adversely impacted the international dry-bulk shipping industry in which the Company operates. As of December 31, 2020, 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. 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 Company’s 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 its 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. During the six months ended June 30, 2021 and 2020, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer 2021 2020 Cargill International S.A. 37 % Phaethon International Co AG. 33 % Uniper Global Commodities, Dusseldorf GE 11 % Crystal Sea Shipping Co., Limited 20 % C Transport Maritime LTD 37 % Vitera Chartering 28 % Reachy International 25 % Significant Accounting Policies and Recent Accounting Pronouncements: A discussion of the Company’s significant accounting policies can be found in Note 2 of the Company’s Combined Carve-out audited Financial Statements for the year ended December 31, 2020. There have been no material changes to these policies in the six months ended June 30, 2021. The Company supplements its significant accounting policy that can be found in Note 2p of the Company’s Combined Carve-out audited Financial Statements for the year ended December 31, 2020 with respect to voyage expenses, as follows: Voyage Expenses: The Company incurs voyage expenses that mainly include commissions because all of vessels are employed under time charters that require the charterer to bear voyage expenses such as bunkers (fuel oil), port and canal charges. Although the charterer bears the cost of bunkers, voyage results may be affected by differences in bunker prices, and the Company may record a gain or a loss deriving from such price differences. When a vessel is delivered to a charterer, bunkers are purchased by the charterer and sold back to the Company on the redelivery of the vessel. Bunker gain, or loss, result when a vessel is redelivered by her charterer and delivered to the next charterer at different bunker prices, or quantities. | 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. |
Transactions with related par_9
Transactions with related parties | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Transactions with related parties | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: On November 29, 2021 the Company appointed DWM to provide management services to the vessels of the Company’s fleet pursuant to a management agreement, under which each of the vessel-owning subsidiaries pays, for each vessel, an aggregate of 1.25% on hire and on freight of the vessel’s gross income per month, plus either (i) $ 20,000 for each month that the vessel is employed or available for employment or (ii) $ 10,000 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. Under the addenda on the management agreements, dated on March 1, 2022, the fixed monthly management fee was amended to (i) $ 18,500 for each month that the vessel is employed or available for employment or (ii) $ 9,250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. The management agreements, as amended, may be terminated by either party on three months ’ prior written notice. DWM is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at DWM. Management fees paid to DWM for the six month period ended June, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, amounted to $444 and nil , respectively. Of the management fees paid to DWM for the six month period ended June 30, 2022, $342 and $102 , are included in “Management fees to related parties” and “Voyage expenses”, respectively, in the accompanying unaudited interim consolidated statements of operations. As at June 30, 2022 and December 31, 2021 there was an amount of and $2 and $6 due to DWM, respectively, included in “Due to related parties” in the accompanying consolidated balance sheets. b) Steamship Shipbroking Enterprises Inc. or Steamship: On November 29, 2021 the Company appointed Steamship to provide insurance, administrative and brokerage services pursuant to a management agreement for insurance-related services, an administrative services agreement, and a brokerage services agreement. Under each vessel-owning subsidiary’s management agreement for insurance-related services with Steamship, the vessel-owning subsidiary pays Steamship a fixed fee of either (i) $500 per month for each month that the vessel is employed or is available for employment or (ii) $250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. These management agreements may be terminated by either party on three months prior written notice. Under the administrative services agreement entered between the Company and Steamship, the Company pays Steamship a monthly fee of $10,000 . This agreement may be terminated by either party on 30 days prior written notice. Under the brokerage services agreement, the Company pays Steamship a fixed monthly fee of $95,000 , plus 2.5% on the hire agreed per charter party for each vessel plus commission on the sale of vessels. This agreement may be terminated by either party at any time by prior written notice. Steamship is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at Steamship. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, insurance and administrative management fees amounted to $70 and nil , respectively, and are included in “Management fees to related parties” in the accompanying unaudited interim consolidated statements of operations. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, brokerage fees amounted to $774 and nil , respectively. Of the brokerage fees paid to Steamship for the six month period ended June 30, 2022, $570 are included in “General and administrative expenses” and $204 in “Voyage Expenses” in the accompanying unaudited interim consolidated statements of operations. As of June 30, 2022 and December 31, 2021, there was an amount of $155 and $33 , respectively, due to Steamship, included in “Due to related parties” in the accompanying consolidated balance sheets. c) Diana Shipping Inc., or DSI: On November 29, 2021, the Company completed its Spin-Off from DSI. In connection with the Spin-Off, DSI contributed to the Company the three vessel-owning subsidiaries discussed in Note 1 above, together with $1,000 in working capital, whereas as of the same date, shareholders of DSI received one of the Company’s common shares for every ten shares of DSI’s common stock owned at the close of business on November 3, 2021 (i.e., 8,820,240 shares). DSI also received 500,000 of the Company’s Series B Preferred stock (the “Series B Preferred Stock”) and 10,000 of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”). DSI did 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 of the Company. 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 three vessel-owning subsidiaries discussed in Note 1 above 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 DSI, 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. According 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. Pursuant to this right of first refusal, the Company, through one newly wholly-owned subsidiary, entered on June 13, 2022 into a Memorandum of Agreement with DSI, to acquire the Capesize M/V Baltimore. (Note 4 and 9(d)). 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 on November 29, 2021, 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 (Note 4). 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. As of June 30, 2022 and December 31, 2021, there was an amount of $70 and $70 , respectively, due from DSI, included in “Due from a related party” in the accompanying consolidated balance sheets, resulting from amounts paid or received by DSI on behalf of OceanPal up to the date of the contribution. | 3. a) Diana Wilhelmsen Management Limited, or DWM: b) Steamship Shipbroking Enterprises Inc. or Steamship: c) Diana Shipping Inc., or DSI: 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. Predecessors | ||||
Transactions with related parties | 2. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: “ ” “ ” “ ” b) Diana Shipping Services S.A., or DSS: ’ “ ” “ ” “ ” | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: an amount of $1,169,637 due from DWM mainly related to Protefs’ environmental incident (Note 5), included in “Due from a related party” in the accompanying combined carve-out balance sheet. Since October 9, 2019 and up to May 24, 2021, DWM provided technical management services to the vessels through Diana Shipping Services S.A. (Note 3(b)) and since May 24, 2021 directly. For the provision of management services, the vessels pay monthly fees which for the period from May 24, 2021 until November 29, 2021 amounted to $373,484 and are included in “Management fees to related parties” in the accompanying combined carve-out statements of operations and comprehensive income/(loss). In addition, the vessels pay a commercial fee, which is a percentage of the daily hire, and which for the period from May 24, 2021 to November 29, 2021 amounted to $80,896 and is included in “Voyage expenses” in the accompanying combined carve-out statement of comprehensive income/(loss). b) Diana Shipping Services S.A., or DSS: |
Vessels
Vessels | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Vessels, net | 4. Advances for vessel acquisitions and Vessels, net Vessel Acquisition On June 13, 2022, the Company signed, through its wholly-owned subsidiary Darrit Shipping Company Inc., a Memorandum of Agreement, as amended, to acquire from DSI, a Capesize dry bulk vessel, the m/v Baltimore, of 177,243 dwt, for a purchase price of $22,000 . Of the purchase price, 20% or $4,400 was paid in cash upon signing of the Memorandum of Agreement and is included in Advances for vessel acquisitions in the accompanying unaudited interim consolidated balance sheet as of June 30, 2022. The vessel was delivered to the Company on September 20, 2022 and the Company paid the balance of the purchase price in shares of its newly issued Series D preferred stock, the terms of which were mutually agreed between the Company and DSI Note 9(d)). The purchase of this vessel was made pursuant to the Company’s exercise of a right of first refusal granted to the Company by DSI on six identified vessels based on an agreement dated November 8, 2021 (Note 3(c)). The acquisition of the vessel was approved by a committee of independent members of the Company’s Board of Directors. 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, and June 30, 2022, the additions to vessels’ cost amounted to $42 and $378 , respectively. The amounts reflected in Vessels, net in the accompanying consolidated balance sheets are analyzed as follows: Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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. Predecessors | ||||
Vessels, net | 3. Vessels The amounts reflected in Vessels, net in the accompanying combined carve-out balance sheets are analyzed as follows: Accumulated Vessel Cost Depreciation Net Book Value Balance, December 31, 2020 $ 47,405,161 $ (15,155,862) $ 32,249,299 – Additions for improvements 29,477 — 29,477 – Depreciation for the period — (1,071,390) (1,071,390) Balance, June 30, 2021 $ 47,434,638 $ (16,227,252) $ 31,207,386 | 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, for a sale price of $7,275,000 before commissions. On December 31, 2019, the vessel was measured at the lower of its carrying amount or fair value less costs to sell and was classified in current assets as Vessel held for sale, according to the provisions of ASC 360, as all criteria required for this classification were then met. 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_4
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Commitments and Contingencies | 5. Commitments and Contingencies a) Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental and other liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. The Company’s vessels are covered for pollution in the amount of $1 billion per vessel per incident, by the P&I Association in which the Company’s vessels are entered. The Company’s vessels are subject to calls payable to their P&I Association and may be subject to supplemental calls which are based on estimates of premium income and anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I Association until the closing of the relevant policy year, which generally occurs within three years from the end of the policy year. Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. The Company is not aware of any supplemental calls outstanding in respect of any policy year. b) As at June 30, 2022, two of the Company’s vessels were fixed under time charter agreements, considered as operating leases accounted for as per ASC 842 requirements, while one vessel was not chartered. The minimum contractual gross charter revenues expected to be generated from fixed and non-cancelable time charter contracts existing as at June 30, 2022 and until their expiration falling within 2022 is estimated at $5,058 . c) As discussed in Notes 3 and 4, in June 13, 2022, the Company entered into a memorandum of agreement, to acquire from DSI the Capesize vessel Baltimore. As at June 30, 2022, the remaining balance to be paid under the contract was $17,600 and was settled in September 21, 2022, upon vessel’s delivery to the new owners through the Company’s newly issued Series D preferred stock (Note 9(d)). | 5. a) b) | ||
OceanPal Inc. Predecessors | ||||
Commitments and Contingencies | 4. Commitments and Contingencies a) ’ ’ ’ b) Protefs Protefs Protefs “ ” Protefs ’ Protefs c) ’ | 5. Commitments and Contingencies a) b) c) |
Parent Investment
Parent Investment | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Nov. 29, 2021 | |
OceanPal Inc. Predecessors | ||
Parent Investment | 5. Parent Investment As of June 30, 2021 and December 31, 2020, parent investment amounting to $140.9 million and $144.3 million, respectively, 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. Predecessor 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. Predecessor had operated as a standalone company. As part of Parent, OceanPal Inc. Predecessor is dependent upon Parent for all of its working capital and financing requirements, as Parent uses a centralized approach to cash management and financing of its 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. Predecessor in the financial statements. Parent equity, net represents Parent’s interest in the recorded net assets of the OceanPal Inc. Predecessor. All significant intercompany accounts and transactions between the businesses comprising the OceanPal Inc. Predecessor have been eliminated in the accompanying combined carve-out financial statements. | 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. |
Voyage Expenses
Voyage Expenses | 6 Months Ended |
Jun. 30, 2021 | |
OceanPal Inc. Predecessors | |
Voyage Expenses | 6. Voyage Expenses The amounts in the accompanying unaudited interim combined carve-out statements of operations and comprehensive income/(loss) are analyzed as follows: June 30, 2021 2020 Commissions $ 412,008 $ 322,428 Bunkers (330,454) 212,830 Extra insurance 2,023 — Miscellaneous 10,450 16,846 Total $ 94,027 $ 552,104 |
Fair Value measurements and Ris
Fair Value measurements and Risk management | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Financial Instruments and Fair Value Disclosures | 8. Financial Instruments and Fair Value Disclosures Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and trade accounts receivable. The ability and willingness of each of the Company’s counterparties to perform their obligations under a contract depend upon a number of factors that are beyond the Company’s 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 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 the six month period ended June 30, 2022, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer June 30, 2022 A 32 % B 25 % C 22 % The maximum aggregate amount of loss due to credit risk that the Company would incur if the aforementioned charterers failed completely to perform according to the terms of the relevant time charter parties, amounted to $214 as of June 30, 2022. Fair value of assets and liabilities: The carrying values of financial assets reflected in the accompanying consolidated balance sheets, approximate their respective fair values due to the short-term nature of these financial instruments. | 9. Concentration of 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. Predecessors | ||||
Financial Instruments and Fair Value Disclosures | 7. Financial Instruments and Fair Value Disclosures The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. | 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 % |
Subsequent Events_2_3
Subsequent Events | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Subsequent Events | 9. Subsequent Events (a) Series C Preferred Stock Dividend: On July 14, 2022, the Company paid a dividend on its Series C preferred stock, amounting to $240 . On September 19, 2022, the Company’s Board of Directors declared a cash dividend of $240 to the Company’s Series C preferred stock holders for the period from July 15, 2022 to October 14, 2022, which is payable on October 17, 2022. (b) Dividend to common stock and Class A warrants’ holders: On July 27, 2022, the Company’s Board of Directors declared a cash dividend of $0.01 per share for the second quarter ended June 30, 2022, to its’ common stock holders of record August 12, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (August 12, 2022). Holders of the Company’s Class A warrants as of August 12, 2022 received a cash payment in the amount of $0.01 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date August 12, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On August 31, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class A warrants holders of record August 12, 2022, amounting to $443 in aggregate. (c) Receipt of Nasdaq Notice: On September 6, 2022, the Company was granted an additional 180 - day period from the Nasdaq Stock Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. 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 Capital Market. (d) Vessel Delivery and Issuance of Preferred Stock: On September 20, 2022, the Company took delivery of the M/V Baltimore. On September 21, 2022 the Company paid the remaining of the purchase price (i.e. $17,600 ) in 25,000 shares of its newly issued 7.0% Series D convertible perpetual preferred shares. The Series preferred stock has a cumulative preferred dividend accruing at the rate of 7.0% per annum, contains a $1,000 liquidation preference and is convertible into common shares at any time at the holder’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the 10 - trading day trailing VWAP of the Company’s common shares, subject to certain adjustments. As part of this transaction, the Company also entered into an agreement with Diana Shipping, providing the right to Diana Shipping to request that the Company effects a listing of the Series D Preferred Stock, provided that Diana Shipping then owns at least a majority of the outstanding shares of the Company’s Series D Preferred Stock. This listing right expires upon the earlier of (i) the date on which Diana Shipping is no longer the registered owner of any shares of the Company’s Series D Preferred Stock and (ii) the second anniversary of September 21, 2022 (original issuance date of Series D Preferred Stock). (e) Series D Preferred Stock Dividend: On September 27, 2022, the Company’s Board of Directors declared a cash dividend of $ 117 to the Company’s Series D preferred stock holders for the period from September 21, 2022 to October 14, 2022, which is payable on October 17, 2022. | 10. Subsequent Events a) Series C Preferred Stock Dividends: b) Underwritten Public Offering: c) Receipt of Nasdaq Notice: ten d) Dividend declaration: e) Amendment to Company’s 2021 Equity Incentive Plan: f) Uncertainties caused by the Russo-Ukrainian War: | ||
OceanPal Inc. Predecessors | ||||
Subsequent Events | 8. Subsequent Events Protefs: On September 23, 2021, the sentencing hearing of the Protefs case took place (Note 4(b)). The judge formally accepted the DWM’s guilty pleas, adjudged DWM guilty and imposed the agreed upon sentence of a combined fine of $2.0 million, a total special assessment and a four year term of probation. | 9. Subsequent Events a) Contribution by Parent of the three ship-owning companies to OceanPal Inc.: b) Uncertainties caused by the Russo-Ukrainian War: |
Basis of Presentation and Gen_6
Basis of Presentation and General Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
OceanPal Inc. Predecessors | |
Product Information [Line Items] | |
Schedule predecessors time charter revenues | During the six months ended June 30, 2021 and 2020, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer 2021 2020 Cargill International S.A. 37 % Phaethon International Co AG. 33 % Uniper Global Commodities, Dusseldorf GE 11 % Crystal Sea Shipping Co., Limited 20 % C Transport Maritime LTD 37 % Vitera Chartering 28 % Reachy International 25 % |
Vessels (Tables)
Vessels (Tables) | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Summary of vessels, net | Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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. Predecessors | ||||
Summary of vessels, net | Accumulated Vessel Cost Depreciation Net Book Value Balance, December 31, 2020 $ 47,405,161 $ (15,155,862) $ 32,249,299 – Additions for improvements 29,477 — 29,477 – Depreciation for the period — (1,071,390) (1,071,390) Balance, June 30, 2021 $ 47,434,638 $ (16,227,252) $ 31,207,386 | 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 |
Voyage Expenses (Tables)
Voyage Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
OceanPal Inc. Predecessors | |
Schedule of unaudited interim combined carve-out statements of operations and comprehensive income/(loss) | June 30, 2021 2020 Commissions $ 412,008 $ 322,428 Bunkers (330,454) 212,830 Extra insurance 2,023 — Miscellaneous 10,450 16,846 Total $ 94,027 $ 552,104 |
Basis of Presentation and Gen_7
Basis of Presentation and General Information (Details) - $ / shares | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 30, 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 | 1,000,000,000 | 500 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
OceanPal Inc. Predecessors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares authorized | 500 | 500 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | |||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | C Transport Maritime LTD | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 37% | 38% | |||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Vitera Chartering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 28% | 29% | |||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Reachy International | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 25% | 28% | |||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Cargill International S.A. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 37% | 34% | |||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Phaethon International Co AG. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 33% | 34% | |||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Uniper Global Commodities, Dusseldorf GE | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 11% | 22% | |||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Crystal Sea Shipping Co., Limited | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 20% | 10% | 12% | ||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Hadson Shipping Lines Inc. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 30% | ||||||||
OceanPal Inc. Predecessors | Revenue Benchmark | Customer Concentration Risk [Member] | Glencore Agriculture BV | |||||||||
Related Party Transaction [Line Items] | |||||||||
Concentration Risk, Percentage | 22% |
Transactions with related pa_10
Transactions with related parties - DWM (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 411,000 | $ 74,000 | |||||||
Due from related parties | 70,000 | $ 70,000 | $ 70,000 | $ 70,000 | |||||
OceanPal Inc. Predecessors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 377,671 | $ 378,000 | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | |||
Due from related parties | 1,392,146 | 1,169,637 | |||||||
Diana Wilhelmsen Management Limited | Management fees to related party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 342,000 | ||||||||
Diana Wilhelmsen Management Limited | Voyage expenses | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 102,000 | ||||||||
Diana Wilhelmsen Management Limited | OceanPal Inc. Predecessors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Variable fee on hire and on freight | 50% | ||||||||
Amount agreed to be paid for each vessel | $ 554,000 | $ 192,550 | |||||||
Voyage expenses | $ 80,896 | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 373,484 | ||||||||
Due from related parties | 1,392,146 | $ 1,169,637 | |||||||
Diana Wilhelmsen Management Limited | OceanPal Inc. Predecessors | Management fees to related party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 75,484 | ||||||||
Diana Wilhelmsen Management Limited | OceanPal Inc. Predecessors | Voyage expenses | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 16,174 |
Transactions with related pa_11
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 | Jun. 30, 2022 | Nov. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 411,000 | $ 74,000 | ||||||||||
Due to related parties | $ 210,000 | $ 59,000 | $ 59,000 | $ 59,000 | ||||||||
OceanPal Inc. Predecessors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 377,671 | $ 378,000 | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | ||||||
Due to related parties | 22,930 | 115,280 | ||||||||||
Diana Shipping Services S.A., or DSS | OceanPal Inc. Predecessors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Insurance service | $ 500 | |||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 174,300 | $ 300,300 | $ 9,337 | 756,000 | ||||||||
Voyage Expenses | $ 63,721 | $ 94,672 | 186,223 | |||||||||
Due to related parties | 22,930 | $ 115,280 | ||||||||||
Diana Shipping Services S.A., or DSS | OceanPal Inc. Predecessors | Management fees to related party | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 302,187 | 378,000 | ||||||||||
Diana Shipping Services S.A., or DSS | OceanPal Inc. Predecessors | Voyage expenses | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 94,672 | $ 93,343 |
Vessels (Details)
Vessels (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Book Value | |||||
Net Book Value at the beginning | $ 45,728,000 | ||||
Net Book Value at the end | $ 48,482,000 | $ 45,728,000 | |||
OceanPal Inc. Predecessors | |||||
Vessel cost | |||||
Vessel cost at the beginning | $ 47,405,161 | 47,405,161 | $ 38,600,196 | ||
Additions for improvements | 29,477 | 1,474,965 | |||
Vessel fair value adjustment | 200,500 | ||||
Vessel transferred from held for sale | 7,129,500 | ||||
Vessel cost at the end | 47,434,638 | 47,405,161 | $ 38,600,196 | ||
Accumulated Depreciation | |||||
Accumulated depreciation at the beginning | (15,155,862) | (15,155,862) | (13,139,306) | ||
Depreciation for the period | (1,071,390) | 1,970,000 | 2,016,556 | 2,270,000 | |
Accumulated depreciation at the end | (16,227,252) | (15,155,862) | (13,139,306) | ||
Net Book Value | |||||
Net Book Value at the beginning | 32,249,299 | $ 32,249,299 | 25,460,890 | ||
Additions for improvements | 29,477 | 1,474,965 | |||
Vessel fair value adjustment | 200,500 | ||||
Vessel transferred from held for sale | 7,129,500 | ||||
Depreciation for the period | (1,071,390) | 2,016,556 | |||
Net Book Value at the end | $ 31,207,386 | $ 32,249,299 | $ 25,460,890 |
Vessels - Additional Informatio
Vessels - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 24, 2019 | Dec. 31, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | 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 | $ 411,000 | $ 74,000 | ||||||||
OceanPal Inc. Predecessors | ||||||||||
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 | $ 377,671 | $ 378,000 | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | ||||
Vessel fair value adjustment | $ 200,500 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Sep. 23, 2021 | Jul. 09, 2020 | Feb. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Vessels covered for pollution per vessel per incident | $ 1,000,000,000 | $ 1,000,000,000 | |||||||
Due from related parties | $ 70,000 | $ 70,000 | $ 70,000 | ||||||
OceanPal Inc. Predecessors | |||||||||
Vessels covered for pollution per vessel per incident | $ 1,000,000,000 | $ 1,000,000,000 | |||||||
Due from related parties | 1,392,146 | $ 1,169,637 | |||||||
Minimum charter revenues expected to be generated from fixed and non-cancelable time charter contracts | $ 3,100,000 | ||||||||
Minimum contractual gross charter revenue within one year | 7,200,000 | ||||||||
OceanPal Inc. Predecessors | Diana Wilhelmsen Management Limited | |||||||||
Due from related parties | $ 1,392,146 | 1,169,637 | |||||||
Potential fines or penalties | $ 1,750,000 | ||||||||
Payment of security bond | 1,000,000 | ||||||||
Accrual payments | $ 250,000 | 1,000,000 | |||||||
Amount of fine | $2.0 | ||||||||
Litigation settlement expense | $ 2,000,000 | ||||||||
Probation period | four-year | four years | |||||||
OceanPal Inc. Predecessors | Diana Wilhelmsen Management Limited | Vessel, Protefs | |||||||||
Security bond placed to cover potential fines and penalties | $ 1,750,000 | ||||||||
Due from related parties | 1,300,000 | ||||||||
Expense recognized for incident | $ 1,000,000 | ||||||||
Amount of agreed fine | $ 2,000,000 | ||||||||
Probation period subject to court approval | 4 years | ||||||||
Litigation settlement expense | $ 2,000,000 |
Parent Investment (Details)
Parent Investment (Details) - USD ($) | 11 Months Ended | ||||
Nov. 29, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Additional paid-in capital (Notes 3 and 6) | $ 60,615,000 | $ 47,991,000 | |||
OceanPal Inc. Predecessors | |||||
Amount of parent investment | $ 0 | ||||
Additional paid-in capital (Notes 3 and 6) | $ 140,925,220 | $ 144,274,678 |
Voyage Expenses (Details)
Voyage Expenses (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total | $ 597,000 | $ 54,000 | |||||
OceanPal Inc. Predecessors | |||||||
Commissions | $ 412,008 | $ 322,428 | |||||
Bunkers | (330,454) | 212,830 | |||||
Extra insurance | 2,023 | ||||||
Miscellaneous | 10,450 | 16,846 | |||||
Total | $ 94,027 | $ 552,104 | $ 418,022 | $ 977,940 | $ 1,548,501 |
Subsequent Events (Details)_2_3
Subsequent Events (Details) - OceanPal Inc. Predecessors - Diana Wilhelmsen Management Limited - USD ($) $ in Millions | 1 Months Ended | |
Sep. 23, 2021 | Feb. 28, 2021 | |
Subsequent Event [Line Items] | ||
Litigation settlement expense | $ 2 | |
Probation period | four-year | four years |
Vessel, Protefs | ||
Subsequent Event [Line Items] | ||
Litigation settlement expense | $ 2 | |
Amount of agreed fine | $ 2 | |
Probation period imposed by court | 4 years |
COMBINED CARVE-OUT BALANCE SH_2
COMBINED CARVE-OUT BALANCE SHEET - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | Jun. 30, 2021 | Apr. 14, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | |||||||||
Cash and cash equivalents | $ 10,989,000 | $ 1,673,000 | |||||||
Accounts receivable, trade | 425,000 | 811,000 | |||||||
Due from a related party (Note 3(c)) | 70,000 | 70,000 | |||||||
Inventories | 1,796,000 | 186,000 | |||||||
Total current assets | 13,833,000 | 3,200,000 | |||||||
FIXED ASSETS: | |||||||||
Vessels, net (Note 4) | 44,082,000 | 45,728,000 | |||||||
Total fixed assets | 48,482,000 | 45,728,000 | |||||||
OTHER NON-CURRENT ASSETS: | |||||||||
Deferred charges, net | 810,000 | 152,000 | |||||||
Total assets | 63,125,000 | 49,080,000 | |||||||
CURRENT LIABILITIES: | |||||||||
Accounts payable, trade and other | 327,000 | 263,000 | |||||||
Due to related parties (Note 3) | 210,000 | 59,000 | |||||||
Accrued liabilities | 1,186,000 | 381,000 | |||||||
Deferred revenue | 244,000 | 228,000 | |||||||
Total current liabilities | 2,207,000 | 931,000 | |||||||
Commitments and contingencies (Note 5) | |||||||||
STOCKHOLDERS' EQUITY: | |||||||||
Additional paid-in capital (Notes 3(c) and 6) | 60,615,000 | 47,991,000 | |||||||
Accumulated deficit | 65,000 | ||||||||
Total stockholders' equity | 60,918,000 | 48,149,000 | $ 4,000 | $ 0 | |||||
Total liabilities and stockholders' equity | $ 63,125,000 | $ 49,080,000 | |||||||
OceanPal Inc. Predecessors | |||||||||
CURRENT ASSETS: | |||||||||
Cash and cash equivalents | 1,939 | $ 39,638 | |||||||
Accounts receivable, trade | 32,680 | 1,035,069 | |||||||
Due from a related party (Note 3(c)) | 1,392,146 | 1,169,637 | |||||||
Inventories | 143,701 | 181,973 | |||||||
Insurance claims | 941,488 | ||||||||
Prepaid expenses | 674,710 | 869,662 | |||||||
Total current assets | 2,245,176 | 4,237,467 | |||||||
FIXED ASSETS: | |||||||||
Vessels, net (Note 4) | 31,207,386 | 32,249,299 | |||||||
Total fixed assets | 31,207,386 | 32,249,299 | $ 25,460,890 | ||||||
OTHER NON-CURRENT ASSETS: | |||||||||
Deferred charges, net | 584,017 | 701,773 | |||||||
Total assets | 34,036,579 | 37,188,539 | |||||||
CURRENT LIABILITIES: | |||||||||
Accounts payable, trade and other | 280,622 | 133,566 | |||||||
Due to related parties (Note 3) | 22,930 | 115,280 | |||||||
Accrued liabilities | 1,111,058 | 1,637,623 | |||||||
Deferred revenue | 235,897 | ||||||||
Total current liabilities | 1,650,507 | 1,886,469 | |||||||
Commitments and contingencies (Note 5) | |||||||||
STOCKHOLDERS' EQUITY: | |||||||||
Additional paid-in capital (Notes 3(c) and 6) | 140,925,220 | 144,274,678 | |||||||
Accumulated deficit | (108,539,148) | (108,972,608) | |||||||
Total stockholders' equity | $ 32,856,325 | 32,386,072 | 35,302,070 | $ 35,115,449 | $ 34,862,173 | $ 38,229,247 | |||
Total liabilities and stockholders' equity | $ 34,036,579 | $ 37,188,539 |
COMBINED CARVE-OUT BALANCE SH_3
COMBINED CARVE-OUT BALANCE SHEET (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Jun. 30, 2021 | Apr. 15, 2021 |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 | |
OceanPal Inc. Predecessors | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||
Common Stock, Shares Authorized | 500 | 500 |
COMBINED CARVE-OUT STATEMENTS_3
COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES: | |||||||||
Time charter revenues (Note 2(n)) | $ 8,246,000 | $ 1,334,000 | |||||||
EXPENSES: | |||||||||
Voyage expenses (Note 2(n)) | 597,000 | 54,000 | |||||||
Vessel operating expenses (Note 2(p)) | 2,936,000 | 360,000 | |||||||
Depreciation and amortization of deferred charges (Note 4) | 2,024,000 | 354,000 | |||||||
General and administrative expenses (Note 6) | $ 1,000 | 1,224,000 | 358,000 | ||||||
Management fees to related parties (Note 3) | 411,000 | 74,000 | |||||||
Operating income/(loss) | (1,000) | 1,062,000 | 134,000 | ||||||
OTHER EXPENSES | |||||||||
Net income/(loss) and comprehensive income/(loss) | (1,000) | 1,062,000 | 134,000 | ||||||
Net income attributable to common stockholders | $ (1,000) | $ (277,000) | $ 65,000 | ||||||
OceanPal Inc. Predecessors | |||||||||
REVENUES: | |||||||||
Time charter revenues (Note 2(n)) | $ 6,065,161 | $ 4,818,779 | $ 11,342,529 | $ 9,410,671 | $ 12,370,182 | ||||
EXPENSES: | |||||||||
Voyage expenses (Note 2(n)) | 94,027 | 552,104 | 418,022 | 977,940 | 1,548,501 | ||||
Vessel operating expenses (Note 2(p)) | 3,406,320 | 3,535,771 | 6,200,109 | 8,497,830 | 5,582,563 | ||||
Depreciation and amortization of deferred charges (Note 4) | 1,191,889 | 962,135 | 2,192,911 | 2,151,977 | 2,479,432 | ||||
General and administrative expenses (Note 6) | 560,376 | 609,491 | 1,104,894 | 1,265,051 | 809,205 | ||||
Management fees to related parties (Note 3) | 377,671 | 378,000 | 683,121 | $ 7,330,000 | 756,000 | 728,300 | |||
Vessel Impairment charges (Note 4) | 3,047,978 | ||||||||
Vessel fair value adjustment (Note 4) | 200,500 | 200,500 | |||||||
Other loss/(income) | 1,418 | 88 | (9,427) | (241,668) | 37,055 | ||||
Operating income/(loss) | 433,460 | (1,018,310) | 752,899 | (3,795,959) | (1,862,852) | ||||
OTHER EXPENSES | |||||||||
Finance costs | (1,916) | ||||||||
Net income/(loss) and comprehensive income/(loss) | $ 433,460 | $ (1,018,310) | $ 750,983 | $ (3,795,959) | $ (1,862,852) |
COMBINED CARVE-OUT STATEMENTS_4
COMBINED CARVE-OUT STATEMENTS OF PARENTS' EQUITY - USD ($) | OceanPal Inc. Predecessors Parent Company Investment | OceanPal Inc. Predecessors Retained Earnings / (Accumulated Deficit) | OceanPal Inc. Predecessors | Retained Earnings / (Accumulated Deficit) | 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) | (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) | 1,271,586 | 1,271,586 | |||
Net income/(loss) | (1,018,310) | (1,018,310) | |||
Balance at the end at Jun. 30, 2020 | 141,310,408 | (106,194,959) | 35,115,449 | ||
Balance at the beginning 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) | (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) | (3,349,458) | (3,349,458) | |||
Net income/(loss) | 433,460 | 433,460 | |||
Balance at the end at Jun. 30, 2021 | 140,925,220 | (108,539,148) | 32,386,072 | $ (1,000) | $ 4,000 |
Balance at the beginning 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) | 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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income/(loss) | (1,000) | (1,000) | |||
Balance at the end at Jun. 30, 2021 | $ 140,925,220 | $ (108,539,148) | $ 32,386,072 | (1,000) | 4,000 |
Balance at the beginning at Apr. 14, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income/(loss) | 134,000 | 134,000 | |||
Balance at the end at Dec. 31, 2021 | 65,000 | 48,149,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income/(loss) | $ 1,062,000 | 1,062,000 | |||
Balance at the end at Jun. 30, 2022 | $ 60,918,000 |
COMBINED CARVE-OUT STATEMENTS_5
COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||||
Net income / (loss) | $ (1,000) | $ 1,062,000 | $ 134,000 | |||||
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||||||||
Depreciation | 2,024,000 | 354,000 | ||||||
(Increase) / Decrease in: | ||||||||
Accounts receivable, trade | 386,000 | 24,000 | ||||||
Due from a related party | (70,000) | |||||||
Inventories | (1,610,000) | 23,000 | ||||||
Prepaid expenses and other assets | (93,000) | (460,000) | ||||||
Increase / (Decrease) in: | ||||||||
Accounts payable, trade and other | 64,000 | 263,000 | ||||||
Due to related parties | 1,000 | 151,000 | 59,000 | |||||
Deferred revenue | 16,000 | 228,000 | ||||||
Net cash provided by / (used in) Operating Activities | 2,374,000 | 715,000 | ||||||
Cash Flows used in Investing Activities: | ||||||||
Payments for vessel improvements (Note 4) | (42,000) | |||||||
Net cash used in Investing Activities | (4,778,000) | (42,000) | ||||||
Cash Flows from Financing Activities: | ||||||||
Net cash provided by Financing Activities | 11,720,000 | 1,000,000 | ||||||
Net increase in cash and cash equivalents | 9,316,000 | 1,673,000 | ||||||
Cash and cash equivalents at beginning of the year/period | 0 | 1,673,000 | 0 | |||||
Cash and cash equivalents at end of the period | $ 10,989,000 | $ 1,673,000 | ||||||
OceanPal Inc. Predecessors | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net income / (loss) | $ 433,460 | $ (1,018,310) | $ 750,983 | $ (3,795,959) | $ (1,862,852) | |||
Adjustments to reconcile net income/(loss) to net cash from operating activities: | ||||||||
Depreciation | 1,191,889 | 962,135 | 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) | (200,500) | ||||||
(Increase) / Decrease in: | ||||||||
Accounts receivable, trade | 1,002,389 | 234,767 | 169,243 | (725,324) | (302,696) | |||
Due from a related party | (222,509) | (60,553) | (14,418) | (1,167,746) | (1,891) | |||
Inventories | 38,272 | 5,288 | (26,611) | (13,199) | 392,255 | |||
Insurance claims | 941,488 | (7,841) | 941,488 | 1,145,969 | (2,078,347) | |||
Prepaid expenses | 194,952 | (149,854) | 191,097 | (155,786) | (403,488) | |||
Prepaid expenses and other assets | (394,242) | |||||||
Increase / (Decrease) in: | ||||||||
Accounts payable, trade and other | 147,056 | 9,486 | 87,213 | (47,062) | (160,921) | |||
Due to related parties | (92,350) | (169,004) | (115,280) | (122,741) | 220,261 | |||
Accrued liabilities | (526,565) | 570,591 | (1,125,141) | 1,189,260 | 202,046 | |||
Deferred revenue | 235,897 | (62,112) | 135,080 | (155,877) | (90,092) | |||
Drydock costs | (2,743) | (271,450) | (5,535) | (826,180) | (2,234) | |||
Net cash provided by / (used in) Operating Activities | 3,341,236 | (551,599) | 3,181,030 | (2,723,168) | 1,439,451 | |||
Cash Flows used in Investing Activities: | ||||||||
Payments for vessel improvements (Note 4) | (29,477) | (719,290) | (23,850) | (1,474,965) | ||||
Net cash used in Investing Activities | (29,477) | (719,290) | (23,850) | (1,474,965) | ||||
Cash Flows from Financing Activities: | ||||||||
Parent investment/(distribution), net | (3,349,458) | 1,271,586 | (3,196,728) | 4,235,856 | (1,504,222) | |||
Net cash provided by Financing Activities | (3,349,458) | 1,271,586 | (3,196,728) | 4,235,856 | (1,504,222) | |||
Net increase in cash and cash equivalents | (37,699) | 697 | (39,548) | 37,723 | (64,771) | |||
Cash and cash equivalents at beginning of the year/period | 39,638 | 1,915 | 39,638 | 1,915 | 66,686 | |||
Cash and cash equivalents at end of the period | $ 1,939 | $ 1,939 | $ 2,612 | $ 90 | $ 39,638 | $ 1,915 |
Basis of Presentation and Gen_8
Basis of Presentation and General Information | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Basis of Presentation and General Information | 1. Basis of Presentation and General Information The accompanying unaudited interim 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 shares of 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 accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the period from inception (April 15, 2021) through December 31, 2021 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 6, 2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six month period ended June 30, 2022 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022. The comparative unaudited interim consolidated financial statements have been presented for the period from inception (April 15, 2021) through June 30, 2021. They include only the accounts of OceanPal Inc. from inception date April 15, 2021 through June 30, 2021, as the accounts of the Company’s wholly-owned subsidiaries have been consolidated from November 30, 2021 (i.e. upon the Spin-Off consummation and the acquisition of the three ship-owning subsidiaries by the Company) when the operation of the Company’s vessels started. Operations prior to the November 30, 2021 consisted principally of organizational expenses . The consolidated balance sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. 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 (Note 3 (c)), ● 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 (Note 3 (c)), ● 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 (Note 3 (c)), and ● Darrit Shipping Company Inc., a company incorporated in the Republic of the Marshall islands on June 02, 2022, for the purposes of acquiring the 2005 built Capesize dry bulk carrier Baltimore (Note 4 and 9(d)). 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)). Uncertainties caused by the COVID-19 pandemic and the Russo-Ukrainian conflict: 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. As of June 30, 2022, the impact of the outbreak of COVID-19 virus continues to unfold. Additionally, the recent conflict between Russia and the Ukraine, since February 2022, has disrupted supply chains and caused instability in the energy markets and the global economy, which have experienced significant volatility. Several countries announced sanctions against Russia, including sanctions targeting the Russian oil sector, among those a prohibition on the import of oil and coal from Russia, and may impose wider sanctions and take other actions in the future. To date, no apparent consequences have been identified on the Company’s business, or counterparties, by COVID-19 and the conflict in Ukraine and their implications. Currently, none of the Company’s contracts have been affected by the events in Russia and Ukraine. Given the dynamic nature of these circumstances, and as volatility continues, the full extent to which the COVID-19 global pandemic and/or the Russo-Ukrainian war may have direct or indirect impact on the industry and on the Company’s business is difficult to be predicted, whereas it is possible that in the future third parties with whom the Company has or will have contracts may be impacted by such events and sanctions. The related financial reporting implications cannot be reasonably estimated at this time, although they could materially affect the Company’s business, results of operations and financial condition in the future. 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 on the Company’s business, and the efficacy of any measures the Company takes in response to the challenges presented by these geopolitical events, will depend on how those events will further develop, the duration and extent of the restrictive measures that are associated with such events 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’ and other counterparties’ response to the market and continuously evaluates the effect on its operations. | 1. 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. Predecessors | ||||
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”) 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 Parent. The Company will 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; The Parent will contribute the Subsidiaries to OceanPal and, as the sole shareholder of the Company, intends to distribute the Company’s common shares to its shareholders on a pro rata basis. The accompanying unaudited interim carve-out financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim combined financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the year ended December 31, 2020 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2021 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2021. The combined carve-out balance sheet as of December 31, 2020 has been derived from the audited predecessor combined carve-out financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Company is a global provider of shipping transportation services, specializing in the ownership of vessels. Each of the vessels is owned through a separate wholly-owned subsidiary . In 2020, the outbreak of the COVID-19 virus has had a negative effect on the global economy and has adversely impacted the international dry-bulk shipping industry in which the Company operates. As of December 31, 2020, 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. 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 Company’s 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 its 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. During the six months ended June 30, 2021 and 2020, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer 2021 2020 Cargill International S.A. 37 % Phaethon International Co AG. 33 % Uniper Global Commodities, Dusseldorf GE 11 % Crystal Sea Shipping Co., Limited 20 % C Transport Maritime LTD 37 % Vitera Chartering 28 % Reachy International 25 % Significant Accounting Policies and Recent Accounting Pronouncements: A discussion of the Company’s significant accounting policies can be found in Note 2 of the Company’s Combined Carve-out audited Financial Statements for the year ended December 31, 2020. There have been no material changes to these policies in the six months ended June 30, 2021. The Company supplements its significant accounting policy that can be found in Note 2p of the Company’s Combined Carve-out audited Financial Statements for the year ended December 31, 2020 with respect to voyage expenses, as follows: Voyage Expenses: The Company incurs voyage expenses that mainly include commissions because all of vessels are employed under time charters that require the charterer to bear voyage expenses such as bunkers (fuel oil), port and canal charges. Although the charterer bears the cost of bunkers, voyage results may be affected by differences in bunker prices, and the Company may record a gain or a loss deriving from such price differences. When a vessel is delivered to a charterer, bunkers are purchased by the charterer and sold back to the Company on the redelivery of the vessel. Bunker gain, or loss, result when a vessel is redelivered by her charterer and delivered to the next charterer at different bunker prices, or quantities. | 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 | 6 Months Ended | 9 Months Ended | 11 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | |
Significant Accounting Policies - Recent Accounting Pronouncements | 2. Significant Accounting Policies – Recent Accounting Pronouncements A discussion of the Company’s significant accounting policies can be found in the audited consolidated financial statements for the period from inception (April 15, 2021) through December 31, 2021, as filed on Form 20-F on April 6, 2022. There have been no material changes to these policies in the six month period ended June 30, 2022, except for as discussed below: Significant accounting policies: a) Distinguishing liabilities from equity: The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company in its assessment for the accounting of the Class A and the prefunded warrants issued in connection with the January 2022 underwritten public offering (Note 6), has taken into consideration ASC 480 “Distinguishing liabilities from equity” and determined that the aforementioned warrants are out of the scope of ASC 480, hence should be classified as equity instead of liability. The Company further analyzed key features of the warrants to determine whether these are more akin to equity or to debt and concluded that the warrants are 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. Upon exercise of the warrants, the holder is entitled to receive common shares. b) Share Based Payments: The Company issues restricted share awards which are measured at their grant date fair value and are not subsequently re-measured. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Forfeitures of awards are accounted for when and if they occur. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. | 2. 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: 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: $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. Predecessors | |||
Significant Accounting Policies - Recent Accounting Pronouncements | 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: g) Inventories: h) Insurance claims. i) Vessel, net: expense as incurred. As at balance sheet date, vessels are stated at cost less accumulated depreciation expense and impairment charge, if any. 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: 25 years m) Accounting for Dry-Docking Costs: n) Concentration of Credit Risk: OceanPal Inc. Predecessors limit their credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally do not require collateral for accounts receivable and do not have any agreements to mitigate 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 pa_12
Transactions with related parties | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Transactions with related parties | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: On November 29, 2021 the Company appointed DWM to provide management services to the vessels of the Company’s fleet pursuant to a management agreement, under which each of the vessel-owning subsidiaries pays, for each vessel, an aggregate of 1.25% on hire and on freight of the vessel’s gross income per month, plus either (i) $ 20,000 for each month that the vessel is employed or available for employment or (ii) $ 10,000 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. Under the addenda on the management agreements, dated on March 1, 2022, the fixed monthly management fee was amended to (i) $ 18,500 for each month that the vessel is employed or available for employment or (ii) $ 9,250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. The management agreements, as amended, may be terminated by either party on three months ’ prior written notice. DWM is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at DWM. Management fees paid to DWM for the six month period ended June, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, amounted to $444 and nil , respectively. Of the management fees paid to DWM for the six month period ended June 30, 2022, $342 and $102 , are included in “Management fees to related parties” and “Voyage expenses”, respectively, in the accompanying unaudited interim consolidated statements of operations. As at June 30, 2022 and December 31, 2021 there was an amount of and $2 and $6 due to DWM, respectively, included in “Due to related parties” in the accompanying consolidated balance sheets. b) Steamship Shipbroking Enterprises Inc. or Steamship: On November 29, 2021 the Company appointed Steamship to provide insurance, administrative and brokerage services pursuant to a management agreement for insurance-related services, an administrative services agreement, and a brokerage services agreement. Under each vessel-owning subsidiary’s management agreement for insurance-related services with Steamship, the vessel-owning subsidiary pays Steamship a fixed fee of either (i) $500 per month for each month that the vessel is employed or is available for employment or (ii) $250 per month for each month that the vessel is laid-up and not available for employment for at least 15 calendar days of such month. These management agreements may be terminated by either party on three months prior written notice. Under the administrative services agreement entered between the Company and Steamship, the Company pays Steamship a monthly fee of $10,000 . This agreement may be terminated by either party on 30 days prior written notice. Under the brokerage services agreement, the Company pays Steamship a fixed monthly fee of $95,000 , plus 2.5% on the hire agreed per charter party for each vessel plus commission on the sale of vessels. This agreement may be terminated by either party at any time by prior written notice. Steamship is deemed a related party to the Company on the basis that, members of the Company’s management and board of directors also act as board of directors’ members at Steamship. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, insurance and administrative management fees amounted to $70 and nil , respectively, and are included in “Management fees to related parties” in the accompanying unaudited interim consolidated statements of operations. For the six month period ended June 30, 2022 and for the period from inception (April 15, 2021) through June 30, 2021, brokerage fees amounted to $774 and nil , respectively. Of the brokerage fees paid to Steamship for the six month period ended June 30, 2022, $570 are included in “General and administrative expenses” and $204 in “Voyage Expenses” in the accompanying unaudited interim consolidated statements of operations. As of June 30, 2022 and December 31, 2021, there was an amount of $155 and $33 , respectively, due to Steamship, included in “Due to related parties” in the accompanying consolidated balance sheets. c) Diana Shipping Inc., or DSI: On November 29, 2021, the Company completed its Spin-Off from DSI. In connection with the Spin-Off, DSI contributed to the Company the three vessel-owning subsidiaries discussed in Note 1 above, together with $1,000 in working capital, whereas as of the same date, shareholders of DSI received one of the Company’s common shares for every ten shares of DSI’s common stock owned at the close of business on November 3, 2021 (i.e., 8,820,240 shares). DSI also received 500,000 of the Company’s Series B Preferred stock (the “Series B Preferred Stock”) and 10,000 of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”). DSI did 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 of the Company. 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 three vessel-owning subsidiaries discussed in Note 1 above 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 DSI, 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. According 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. Pursuant to this right of first refusal, the Company, through one newly wholly-owned subsidiary, entered on June 13, 2022 into a Memorandum of Agreement with DSI, to acquire the Capesize M/V Baltimore. (Note 4 and 9(d)). 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 on November 29, 2021, 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 (Note 4). 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. As of June 30, 2022 and December 31, 2021, there was an amount of $70 and $70 , respectively, due from DSI, included in “Due from a related party” in the accompanying consolidated balance sheets, resulting from amounts paid or received by DSI on behalf of OceanPal up to the date of the contribution. | 3. a) Diana Wilhelmsen Management Limited, or DWM: b) Steamship Shipbroking Enterprises Inc. or Steamship: c) Diana Shipping Inc., or DSI: 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. Predecessors | ||||
Transactions with related parties | 2. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: “ ” “ ” “ ” b) Diana Shipping Services S.A., or DSS: ’ “ ” “ ” “ ” | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: an amount of $1,169,637 due from DWM mainly related to Protefs’ environmental incident (Note 5), included in “Due from a related party” in the accompanying combined carve-out balance sheet. Since October 9, 2019 and up to May 24, 2021, DWM provided technical management services to the vessels through Diana Shipping Services S.A. (Note 3(b)) and since May 24, 2021 directly. For the provision of management services, the vessels pay monthly fees which for the period from May 24, 2021 until November 29, 2021 amounted to $373,484 and are included in “Management fees to related parties” in the accompanying combined carve-out statements of operations and comprehensive income/(loss). In addition, the vessels pay a commercial fee, which is a percentage of the daily hire, and which for the period from May 24, 2021 to November 29, 2021 amounted to $80,896 and is included in “Voyage expenses” in the accompanying combined carve-out statement of comprehensive income/(loss). b) Diana Shipping Services S.A., or DSS: |
Vessels_2
Vessels | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Vessels, net | 4. Advances for vessel acquisitions and Vessels, net Vessel Acquisition On June 13, 2022, the Company signed, through its wholly-owned subsidiary Darrit Shipping Company Inc., a Memorandum of Agreement, as amended, to acquire from DSI, a Capesize dry bulk vessel, the m/v Baltimore, of 177,243 dwt, for a purchase price of $22,000 . Of the purchase price, 20% or $4,400 was paid in cash upon signing of the Memorandum of Agreement and is included in Advances for vessel acquisitions in the accompanying unaudited interim consolidated balance sheet as of June 30, 2022. The vessel was delivered to the Company on September 20, 2022 and the Company paid the balance of the purchase price in shares of its newly issued Series D preferred stock, the terms of which were mutually agreed between the Company and DSI Note 9(d)). The purchase of this vessel was made pursuant to the Company’s exercise of a right of first refusal granted to the Company by DSI on six identified vessels based on an agreement dated November 8, 2021 (Note 3(c)). The acquisition of the vessel was approved by a committee of independent members of the Company’s Board of Directors. 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, and June 30, 2022, the additions to vessels’ cost amounted to $42 and $378 , respectively. The amounts reflected in Vessels, net in the accompanying consolidated balance sheets are analyzed as follows: Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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. Predecessors | ||||
Vessels, net | 3. Vessels The amounts reflected in Vessels, net in the accompanying combined carve-out balance sheets are analyzed as follows: Accumulated Vessel Cost Depreciation Net Book Value Balance, December 31, 2020 $ 47,405,161 $ (15,155,862) $ 32,249,299 – Additions for improvements 29,477 — 29,477 – Depreciation for the period — (1,071,390) (1,071,390) Balance, June 30, 2021 $ 47,434,638 $ (16,227,252) $ 31,207,386 | 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, for a sale price of $7,275,000 before commissions. On December 31, 2019, the vessel was measured at the lower of its carrying amount or fair value less costs to sell and was classified in current assets as Vessel held for sale, according to the provisions of ASC 360, as all criteria required for this classification were then met. 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_6
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Commitments and Contingencies | 5. Commitments and Contingencies a) Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company accrues for the cost of environmental and other liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. The Company’s vessels are covered for pollution in the amount of $1 billion per vessel per incident, by the P&I Association in which the Company’s vessels are entered. The Company’s vessels are subject to calls payable to their P&I Association and may be subject to supplemental calls which are based on estimates of premium income and anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I Association until the closing of the relevant policy year, which generally occurs within three years from the end of the policy year. Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. The Company is not aware of any supplemental calls outstanding in respect of any policy year. b) As at June 30, 2022, two of the Company’s vessels were fixed under time charter agreements, considered as operating leases accounted for as per ASC 842 requirements, while one vessel was not chartered. The minimum contractual gross charter revenues expected to be generated from fixed and non-cancelable time charter contracts existing as at June 30, 2022 and until their expiration falling within 2022 is estimated at $5,058 . c) As discussed in Notes 3 and 4, in June 13, 2022, the Company entered into a memorandum of agreement, to acquire from DSI the Capesize vessel Baltimore. As at June 30, 2022, the remaining balance to be paid under the contract was $17,600 and was settled in September 21, 2022, upon vessel’s delivery to the new owners through the Company’s newly issued Series D preferred stock (Note 9(d)). | 5. a) b) | ||
OceanPal Inc. Predecessors | ||||
Commitments and Contingencies | 4. Commitments and Contingencies a) ’ ’ ’ b) Protefs Protefs Protefs “ ” Protefs ’ Protefs c) ’ | 5. Commitments and Contingencies a) b) c) |
Parent Investment_2
Parent Investment | 6 Months Ended | 11 Months Ended |
Jun. 30, 2021 | Nov. 29, 2021 | |
OceanPal Inc. Predecessors | ||
Parent Investment | 5. Parent Investment As of June 30, 2021 and December 31, 2020, parent investment amounting to $140.9 million and $144.3 million, respectively, 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. Predecessor 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. Predecessor had operated as a standalone company. As part of Parent, OceanPal Inc. Predecessor is dependent upon Parent for all of its working capital and financing requirements, as Parent uses a centralized approach to cash management and financing of its 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. Predecessor in the financial statements. Parent equity, net represents Parent’s interest in the recorded net assets of the OceanPal Inc. Predecessor. All significant intercompany accounts and transactions between the businesses comprising the OceanPal Inc. Predecessor have been eliminated in the accompanying combined carve-out financial statements. | 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 R_2
Fair Value measurements and Risk management | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Financial Instruments and Fair Value Disclosures | 8. Financial Instruments and Fair Value Disclosures Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and trade accounts receivable. The ability and willingness of each of the Company’s counterparties to perform their obligations under a contract depend upon a number of factors that are beyond the Company’s 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 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 the six month period ended June 30, 2022, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer June 30, 2022 A 32 % B 25 % C 22 % The maximum aggregate amount of loss due to credit risk that the Company would incur if the aforementioned charterers failed completely to perform according to the terms of the relevant time charter parties, amounted to $214 as of June 30, 2022. Fair value of assets and liabilities: The carrying values of financial assets reflected in the accompanying consolidated balance sheets, approximate their respective fair values due to the short-term nature of these financial instruments. | 9. Concentration of 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. Predecessors | ||||
Financial Instruments and Fair Value Disclosures | 7. Financial Instruments and Fair Value Disclosures The carrying values of cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. | 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. 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. Predecessors | ||
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_3_4
Subsequent Events | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Subsequent Events | 9. Subsequent Events (a) Series C Preferred Stock Dividend: On July 14, 2022, the Company paid a dividend on its Series C preferred stock, amounting to $240 . On September 19, 2022, the Company’s Board of Directors declared a cash dividend of $240 to the Company’s Series C preferred stock holders for the period from July 15, 2022 to October 14, 2022, which is payable on October 17, 2022. (b) Dividend to common stock and Class A warrants’ holders: On July 27, 2022, the Company’s Board of Directors declared a cash dividend of $0.01 per share for the second quarter ended June 30, 2022, to its’ common stock holders of record August 12, 2022. The Company had 29,829,092 shares of common stock issued and outstanding on the record date (August 12, 2022). Holders of the Company’s Class A warrants as of August 12, 2022 received a cash payment in the amount of $0.01 for each common share that such holder would be entitled to receive upon exercise of their Class A Warrants. As of record date August 12, 2022, there were Class A Warrants exercisable for an aggregate of 14,474,000 common shares. On August 31, 2022, the Company paid a dividend of $299 on common stock and of $144 on Class A warrants holders of record August 12, 2022, amounting to $443 in aggregate. (c) Receipt of Nasdaq Notice: On September 6, 2022, the Company was granted an additional 180 - day period from the Nasdaq Stock Market, through March 6, 2023, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. 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 Capital Market. (d) Vessel Delivery and Issuance of Preferred Stock: On September 20, 2022, the Company took delivery of the M/V Baltimore. On September 21, 2022 the Company paid the remaining of the purchase price (i.e. $17,600 ) in 25,000 shares of its newly issued 7.0% Series D convertible perpetual preferred shares. The Series preferred stock has a cumulative preferred dividend accruing at the rate of 7.0% per annum, contains a $1,000 liquidation preference and is convertible into common shares at any time at the holder’s option commencing upon the first anniversary of the original issue date, at a conversion price equal to the 10 - trading day trailing VWAP of the Company’s common shares, subject to certain adjustments. As part of this transaction, the Company also entered into an agreement with Diana Shipping, providing the right to Diana Shipping to request that the Company effects a listing of the Series D Preferred Stock, provided that Diana Shipping then owns at least a majority of the outstanding shares of the Company’s Series D Preferred Stock. This listing right expires upon the earlier of (i) the date on which Diana Shipping is no longer the registered owner of any shares of the Company’s Series D Preferred Stock and (ii) the second anniversary of September 21, 2022 (original issuance date of Series D Preferred Stock). (e) Series D Preferred Stock Dividend: On September 27, 2022, the Company’s Board of Directors declared a cash dividend of $ 117 to the Company’s Series D preferred stock holders for the period from September 21, 2022 to October 14, 2022, which is payable on October 17, 2022. | 10. Subsequent Events a) Series C Preferred Stock Dividends: b) Underwritten Public Offering: c) Receipt of Nasdaq Notice: ten d) Dividend declaration: e) Amendment to Company’s 2021 Equity Incentive Plan: f) Uncertainties caused by the Russo-Ukrainian War: | ||
OceanPal Inc. Predecessors | ||||
Subsequent Events | 8. Subsequent Events Protefs: On September 23, 2021, the sentencing hearing of the Protefs case took place (Note 4(b)). The judge formally accepted the DWM’s guilty pleas, adjudged DWM guilty and imposed the agreed upon sentence of a combined fine of $2.0 million, a total special assessment and a four year term of probation. | 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: 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: $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. Predecessors | ||
Basis of presentation | 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. | |
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: | |
Inventories | g) Inventories: | |
Insurance claims | h) Insurance claims. | |
Vessel Cost | i) Vessel, net: expense as incurred. As at balance sheet date, vessels are stated at cost less accumulated depreciation expense and impairment charge, if any. | |
Vessels held for sale | j) Vessels held for sale: | |
Impairment of Long-Lived Assets | 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 | |
Vessel Depreciation | l) Vessel Depreciation: 25 years | |
Accounting for Dry-Docking Costs | m) Accounting for Dry-Docking Costs: | |
Concentration of Credit Risk | n) Concentration of Credit Risk: OceanPal Inc. Predecessors limit their credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally do not require collateral for accounts receivable and do not have any agreements to mitigate 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. |
Vessels (Tables)_2
Vessels (Tables) | 6 Months Ended | 9 Months Ended | 11 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | |
Summary of vessels, net | Vessel Cost Accumulated Depreciation Net Book Value Balance, December 31, 2021 $ 46,082 $ (354) $ 45,728 – Additions for improvements 378 — 378 – Depreciation for the period — (2,024) (2,024) Balance, June 30, 2022 $ 46,460 $ (2,378) $ 44,082 | 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. Predecessors | ||||
Summary of vessels, net | Accumulated Vessel Cost Depreciation Net Book Value Balance, December 31, 2020 $ 47,405,161 $ (15,155,862) $ 32,249,299 – Additions for improvements 29,477 — 29,477 – Depreciation for the period — (1,071,390) (1,071,390) Balance, June 30, 2021 $ 47,434,638 $ (16,227,252) $ 31,207,386 | 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_8
Financial Instruments and Fair Value Disclosures (Tables) | 6 Months Ended | 9 Months Ended | 11 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | |
Summary of charterers that individually accounted for 10% or more of the Company's time charter revenues | Charterer June 30, 2022 A 32 % B 25 % C 22 % | From April 15, 2021 Charterer through December 31, 2021 A 35 % B 32 % C 26 % | |
OceanPal Inc. Predecessors | |||
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_9
Basis of Presentation and General Information (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Jun. 30, 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 | 1,000,000,000 | 500 | |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
OceanPal Inc. Predecessors | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, shares authorized | 500 | 500 | ||||
Common stock, par value | $ 0.01 | $ 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. Predecessors | |||||||
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 pa_13
Transactions with related parties - DWM (Details) - USD ($) | 6 Months Ended | 7 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | 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 | $ 411,000 | $ 74,000 | |||||||
Due to related parties | $ 210,000 | $ 59,000 | $ 59,000 | $ 59,000 | |||||
OceanPal Inc. Predecessors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Management fees | $ 377,671 | $ 378,000 | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | |||
Due to related parties | $ 22,930 | 115,280 | |||||||
Diana Wilhelmsen Management Limited | OceanPal Inc. Predecessors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Variable fee on hire and on freight | 50% | ||||||||
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 |
Transactions with related pa_14
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 | ||||||
Jun. 30, 2021 | Dec. 31, 2019 | May 24, 2021 | Jun. 30, 2022 | Nov. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | 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 | $ 411,000 | $ 74,000 | |||||||||||
Due to related parties | $ 1,000 | $ 151,000 | $ 59,000 | ||||||||||
OceanPal Inc. Predecessors | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Management fees to related parties | $ 377,671 | $ 378,000 | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | |||||||
Due to related parties | $ (92,350) | $ (169,004) | $ (115,280) | (122,741) | $ 220,261 | ||||||||
Diana Shipping Services S.A., or DSS | OceanPal Inc. Predecessors | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Insurance service | $ 500 | ||||||||||||
Management fees to related parties | $ 174,300 | $ 300,300 | $ 9,337 | 756,000 | |||||||||
Voyage Expenses | $ 63,721 | $ 94,672 | 186,223 | ||||||||||
Due to related parties | $ 115,280 |
Vessels (Details)_2
Vessels (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Book Value | |||||
Net Book Value at the beginning | $ 45,728,000 | ||||
Net Book Value at the end | $ 48,482,000 | $ 45,728,000 | |||
OceanPal Inc. Predecessors | |||||
Vessel cost | |||||
Vessel cost at the beginning | $ 47,405,161 | 47,405,161 | $ 38,600,196 | ||
Additions for improvements | 29,477 | 1,474,965 | |||
Vessel fair value adjustment | 200,500 | ||||
Vessel transferred from held for sale | 7,129,500 | ||||
Vessel cost at the end | 47,434,638 | 47,405,161 | $ 38,600,196 | ||
Accumulated Depreciation | |||||
Accumulated depreciation at the beginning | (15,155,862) | (15,155,862) | (13,139,306) | ||
Depreciation for the period | (1,071,390) | 1,970,000 | 2,016,556 | 2,270,000 | |
Accumulated depreciation at the end | (16,227,252) | (15,155,862) | (13,139,306) | ||
Net Book Value | |||||
Net Book Value at the beginning | 32,249,299 | $ 32,249,299 | 25,460,890 | ||
Additions for improvements | 29,477 | 1,474,965 | |||
Vessel fair value adjustment | 200,500 | ||||
Vessel transferred from held for sale | 7,129,500 | ||||
Depreciation for the period | (1,071,390) | 2,016,556 | |||
Net Book Value at the end | $ 31,207,386 | $ 32,249,299 | $ 25,460,890 |
Vessels - Additional Informat_2
Vessels - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 24, 2019 | Dec. 31, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | 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 | $ 411,000 | $ 74,000 | ||||||||
OceanPal Inc. Predecessors | ||||||||||
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 | $ 377,671 | $ 378,000 | $ 683,121 | $ 7,330,000 | $ 756,000 | $ 728,300 | ||||
Vessel fair value adjustment | $ 200,500 |
Commitments and Contingencies_7
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Sep. 23, 2021 | Jul. 09, 2020 | Feb. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Vessels covered for pollution per vessel per incident | $ 1,000,000 | $ 1,000,000 | |||||||
OceanPal Inc. Predecessors | |||||||||
Vessels covered for pollution per vessel per incident | $ 1,000,000 | $ 1,000,000 | |||||||
Minimum charter revenues expected to be generated from fixed and non-cancelable time charter contracts | $ 3,100 | ||||||||
OceanPal Inc. Predecessors | 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)_2
Parent Investment (Details) - OceanPal Inc. Predecessors - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Nov. 30, 2021 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capital contribution | $ (3,349,458) | $ 1,271,586 | $ 3,200,000 | $ (3,196,728) | $ 4,235,856 | $ (1,504,222) |
Amount of parent investment | $ 0 |
Fair Value measurements and R_3
Fair Value measurements and Risk management (Details) - Revenue Benchmark - Customer Concentration Risk [Member] - OceanPal Inc. Predecessors | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
C Transport Maritime LTD | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 37% | 38% | |||
Vitera Chartering | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 28% | 29% | |||
Reachy International | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 25% | 28% | |||
Cargill International S.A. | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 37% | 34% | |||
Phaethon International Co AG. | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 33% | 34% | |||
Uniper Global Commodities, Dusseldorf GE | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11% | 22% | |||
Crystal Sea Shipping Co., Limited | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 20% | 10% | 12% | ||
Hadson Shipping Lines Inc. | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 30% | ||||
Glencore Agriculture BV | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 22% |
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% | |
Percentage of U.S. Related Gross Transportation Income | 4% | |
OceanPal Inc. Predecessors | ||
Applicable tax rate as percentage of 4% of U.S. related gross transportation income | 50% | |
Percentage of U.S. Related Gross Transportation Income | 4% |