Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document and Entity Information | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-40930 |
Entity Registrant Name | OceanPal Inc. |
Entity Incorporation, State or Country Code | 1T |
Entity Address, Address Line One | Pendelis 26 |
Entity Address, Address Line Two | Palaio Faliro |
Entity Address, City or Town | Athens |
Entity Address, Country | GR |
Entity Address, Postal Zip Code | 175 64 |
Title of 12(b) Security | Common Stock, $0.01 par value including the Preferred Stock Purchase Rights |
Trading Symbol | OP |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 10,183,996 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001869467 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Auditor Name | Ernst and Young (Hellas), Certified Auditors Accountants S.A. |
Auditor Location | Athens, Greece |
Auditor Firm ID | 1457 |
Business contact | |
Document and Entity Information | |
Entity Address, Address Line One | Pendelis 26 |
Entity Address, Address Line Two | Palaio Faliro |
Entity Address, City or Town | Athens |
Entity Address, Country | GR |
Entity Address, Postal Zip Code | 175 64 |
Contact Personnel Name | Mrs. Margaret Veniou |
City Area Code | 30 |
Local Phone Number | 210-9485-360 |
Contact Personnel Fax Number | 210-9401-810 |
Contact Personnel Email Address | mveniou@oceanpal.com |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,454,000 | $ 1,673,000 |
Accounts receivable, trade, net of allowance for doubtful accounts | 4,252,000 | 811,000 |
Due from a related party | 5,000 | 70,000 |
Inventories | 334,000 | 186,000 |
Prepaid expenses and other assets | 1,126,000 | 460,000 |
Total current assets | 14,171,000 | 3,200,000 |
FIXED ASSETS: | ||
Vessels, net | 63,672,000 | 45,728,000 |
Total fixed assets | 63,672,000 | 45,728,000 |
OTHER NON-CURRENT ASSETS: | ||
Deferred charges, net | 1,175,000 | 152,000 |
Total assets | 79,018,000 | 49,080,000 |
CURRENT LIABILITIES: | ||
Accounts payable, trade and other | 281,000 | 263,000 |
Due to related parties | 410,000 | 59,000 |
Accrued liabilities | 1,154,000 | 381,000 |
Unearned revenue | 374,000 | 228,000 |
Total current liabilities | 2,459,000 | 931,000 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value; 100,000,000 shares authorized, 519,172 and 510,000 issued and outstanding as at December 31, 2022 and 2021, respectively | 5,000 | 5,000 |
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 10,183,996 and 882,024 issued and outstanding as at December 31, 2022 and 2021, respectively | 102,000 | 9,000 |
Additional paid-in capital | 78,773,000 | 48,070,000 |
(Accumulated Deficit)/Retained Earnings | (2,321,000) | 65,000 |
Total stockholders' equity | 76,559,000 | 48,149,000 |
Total liabilities and stockholders' equity | $ 79,018,000 | $ 49,080,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Apr. 15, 2021 |
CONSOLIDATED BALANCE SHEETS | |||||
Preferred stock, par value (in dollar per share) | $ 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 | 519,172 | 510,000 | |||
Preferred stock, shares outstanding | 519,172 | 510,000 | |||
Common stock, par value (in dollar per share) | $ 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 | 10,183,996 | 882,024 | 882,024 | ||
Common stock, shares outstanding | 10,183,996 | 882,024 | 882,024 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES: | |||||
Time charter revenues | $ 1,334,000 | $ 19,085,000 | |||
EXPENSES: | |||||
Voyage expenses | 54,000 | 3,680,000 | |||
Vessel operating expenses | 360,000 | 6,880,000 | |||
Depreciation and amortization of deferred charges | 354,000 | 4,896,000 | |||
General and administrative expenses | 358,000 | 3,083,000 | |||
Management fees to related parties | 74,000 | 878,000 | |||
Vessel Impairment charges | $ 3,047,978 | ||||
Other operating income | (6,000) | ||||
Operating (loss)/income | 134,000 | (326,000) | |||
Net (loss)/income | 134,000 | $ 750,983 | (326,000) | $ (3,795,959) | (1,862,852) |
Deemed dividend on Series D Preferred Stock upon issuance of common stock | 0 | (134,000) | |||
Dividends on Series C Preferred Stock | (69,000) | (950,000) | |||
Dividends on Series D Preferred Stock | (252,000) | ||||
Dividends on Class A warrants | 0 | (1,012,000) | |||
Net (loss)/income attributable to common stockholders | $ 65,000 | $ (2,674,000) | |||
(Loss)/Earnings per common share, basic | $ 0.07 | $ (0.86) | |||
(Loss)/Earnings per common share, diluted | $ 0.05 | $ (0.86) | |||
Weighted average number of common stock, basic | 882,024 | 3,113,108 | |||
Weighted average number of common stock, diluted | 1,227,569 | 3,113,108 | |||
OceanPal Inc. Predecessors [Member] | |||||
REVENUES: | |||||
Time charter revenues | 11,342,529 | 9,410,671 | 12,370,182 | ||
EXPENSES: | |||||
Voyage expenses | 418,022 | 977,940 | 1,548,501 | ||
Vessel operating expenses | 6,200,109 | 8,497,830 | 5,582,563 | ||
Depreciation and amortization of deferred charges | 2,192,911 | 2,151,977 | 2,479,432 | ||
General and administrative expenses | 1,104,894 | 1,265,051 | 809,205 | ||
Management fees to related parties | 683,121 | 756,000 | 728,300 | ||
Vessel Impairment charges | 3,047,978 | ||||
Vessel fair value adjustment | 200,500 | ||||
Other operating income | (9,427) | (241,668) | 37,055 | ||
Operating (loss)/income | 752,899 | (3,795,959) | (1,862,852) | ||
Net (loss)/income | $ 750,983 | $ (3,795,959) | $ (1,862,852) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock Series B Preferred Stock | Preferred Stock Series C preferred stock | Preferred Stock Series D Preferred Stock | Preferred Stock | Common Stock | Additional Paid-in Capital Series C preferred stock | Additional Paid-in Capital Series D Preferred Stock | Additional Paid-in Capital | Retained Earnings Series C preferred stock | Retained Earnings Series D Preferred Stock | Retained Earnings OceanPal Inc. Predecessors [Member] | Retained Earnings | Series B Preferred Stock | Series C preferred stock | Series D Preferred Stock | OceanPal Inc. Predecessors [Member] | Total |
Balance at the beginning at Dec. 31, 2018 | $ (103,313,797) | $ 38,229,247 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net (loss)/income | (1,862,852) | (1,862,852) | $ (1,862,852) | ||||||||||||||
Balance at the end at Dec. 31, 2019 | (105,176,649) | 34,862,173 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net (loss)/income | (3,795,959) | (3,795,959) | (3,795,959) | ||||||||||||||
Balance at the end at Dec. 31, 2020 | (108,972,608) | 35,302,070 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net (loss)/income | 750,983 | 750,983 | 750,983 | ||||||||||||||
Balance at the end at Nov. 29, 2021 | $ (108,221,625) | $ 32,856,325 | |||||||||||||||
Balance at the beginning at Apr. 14, 2021 | $ 5,000 | ||||||||||||||||
Balance at the beginning (in shares) at Apr. 14, 2021 | 500 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net (loss)/income | $ 134,000 | 134,000 | |||||||||||||||
Cancellation of common stock | $ 5,000 | ||||||||||||||||
Cancellation of common stock (in shares) | 500 | ||||||||||||||||
Issuance of stock | $ 5,000 | $ 9,000 | $ 7,570,000 | $ 40,500,000 | $ 5,000 | $ 7,570,000 | 40,509,000 | ||||||||||
Issuance of stock (in shares) | 500,000 | 10,000 | 882,024 | ||||||||||||||
Dividends on Preferred Stock | $ (69,000) | (69,000) | |||||||||||||||
Balance at the end at Dec. 31, 2021 | $ 5,000 | $ 9,000 | 48,070,000 | 65,000 | 48,149,000 | ||||||||||||
Balance at the end (in shares) at Dec. 31, 2021 | 500,000 | 10,000 | 882,024 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net (loss)/income | (326,000) | (326,000) | |||||||||||||||
Issuance of 15,571,429 units (comprising from common stock or prefunded warrants and Class A warrants) and 628,751 warrants at primary offering, net of issuance costs (Note 6(a) and 6(b)) | $ 13,000 | 10,682,000 | 10,695,000 | ||||||||||||||
Issuance of 15,571,429 units (comprising from common stock or prefunded warrants and Class A warrants) and 628,751 warrants at primary offering, net of issuance costs (Note 6(a) and 6(b)) (in shares) | 1,307,143 | ||||||||||||||||
Issuance of 128,142 shares of common stock and 2,430,000 Class A warrants upon exercise of underwriters' over-allotment option (Note 6(a) and 6(b)) | $ 1,000 | 897,000 | 898,000 | ||||||||||||||
Issuance of 128,142 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) | 128,142 | ||||||||||||||||
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)) | $ 7,000 | 3,136,000 | 3,143,000 | ||||||||||||||
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) | 665,600 | ||||||||||||||||
Issuance of stock | $ 17,600,000 | $ 17,600,000 | |||||||||||||||
Issuance of stock (in shares) | 25,000 | ||||||||||||||||
Compensation cost on restricted stock awards (Note 6(f)) | 568,000 | 568,000 | |||||||||||||||
Dividends declared and paid ($0.5 per share of common stock and class A warrant) | (1,767,000) | (448,000) | (2,215,000) | ||||||||||||||
Dividends declared and paid ($0.1 per share of common stock and Class A warrant) | 0 | (886,000) | (886,000) | ||||||||||||||
Series D preferred stock redemption and issuance of common stock | $ 72,000 | 62,000 | (134,000) | ||||||||||||||
Series D preferred stock redemption and issuance of common stock (in shares) | (15,828) | 7,201,087 | |||||||||||||||
Dividends on Preferred Stock | $ (475,000) | $ 0 | $ (475,000) | $ (117,000) | $ (950,000) | $ (117,000) | |||||||||||
Balance at the end at Dec. 31, 2022 | $ 5,000 | $ 102,000 | $ 78,773,000 | $ (2,321,000) | $ 76,559,000 | ||||||||||||
Balance at the end (in shares) at Dec. 31, 2022 | 500,000 | 9,712 | 10,000 | 10,183,996 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Class A warrants | |
Number of warrants exercised | 4,156,000 |
Pre-funded warrants | |
Number of warrants exercised | 2,500,000 |
Common Stock Per Share $0.5 And Class Warrant | |
Common stock dividends per share declared | $ / shares | $ 0.5 |
Common Stock Per Share $0.1 And Class Warrant | |
Common stock dividends per share declared | $ / shares | $ 0.1 |
Underwritten Primary Offering | Class A warrants | |
Warrants issued during period | 628,751 |
Over-Allotment Option | Class A warrants | |
Warrants issued during period | 2,430,000 |
Common Stock | Underwritten Primary Offering | |
Units issued during period | 15,571,429 |
Common Stock | Over-Allotment Option | |
Share issued during the period | 128,142 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows provided by Operating Activities: | ||
Net (loss)/income | $ 134,000 | $ (326,000) |
Adjustments to reconcile net (loss)/income to net cash from operating activities: | ||
Depreciation and amortization of deferred charges | 354,000 | 4,896,000 |
Compensation cost on restricted stock awards | 568,000 | |
(Increase) / Decrease in: | ||
Accounts receivable, trade, net of allowance for doubtful accounts | 24,000 | (3,441,000) |
Due from a related party | (70,000) | 65,000 |
Inventories | 23,000 | (148,000) |
Prepaid expenses and other assets | (460,000) | (666,000) |
Deferred charges | (152,000) | 152,000 |
Increase / (Decrease) in: | ||
Accounts payable, trade and other | 263,000 | 18,000 |
Due to related parties | 59,000 | 351,000 |
Accrued liabilities | 312,000 | 842,000 |
Unearned revenue | 228,000 | 146,000 |
Dry-dock costs | (944,000) | |
Net cash provided by Operating Activities | 715,000 | 1,513,000 |
Cash Flows used in Investing Activities: | ||
Payments for vessel improvements and vessel acquisitions | (42,000) | (5,094,000) |
Net cash used in Investing Activities | (42,000) | (5,094,000) |
Cash Flows provided by Financing Activities: | ||
Proceeds from Spin-Off | 1,000,000 | |
Proceeds from issuance of units (comprising of common stock or prefunded warrants and warrants), issuance of common stock and warrants and exercise of warrants | 16,195,000 | |
Payments of equity issuance and financing costs | (1,835,000) | |
Payments of dividends on common stockholders and Class A warrant holders | (3,101,000) | |
Net cash provided by Financing Activities | 1,000,000 | 10,362,000 |
Net increase in cash and cash equivalents | 1,673,000 | 6,781,000 |
Cash and cash equivalents at beginning of the year/period | 0 | 1,673,000 |
Cash and cash equivalents at end of the year/period | 1,673,000 | 8,454,000 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Issuance of common stock and preferred stock in exchange for entities' acquisition | $ 47,084,000 | |
Dividends on Series C Preferred Stock declared, not paid | (240,000) | |
Deemed dividend on Series D Preferred Stock upon redemption and issuance of common stock | (134,000) | |
Non cash consideration for vessel acquisition through the issuance of Series D Preferred Stock | (17,600,000) | |
Series C preferred stock | ||
Cash Flows provided by Financing Activities: | ||
Payments of dividends on Preferred Stock | (780,000) | |
Series D Preferred Stock | ||
Cash Flows provided by Financing Activities: | ||
Payments of dividends on Preferred Stock | $ (117,000) |
Basis of Presentation and Gener
Basis of Presentation and General Information | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and General Information | |
Basis of Presentation and General Information | 1.Basis of Presentation and General Information The accompanying consolidated financial statements include the accounts of OceanPal Inc. (the ‘‘Company”, or “OceanPal”, or “OP”), and its wholly-owned subsidiaries (collectively, the “Company”). OP was incorporated by Diana Shipping Inc. (“Diana Shipping” or “DSI”) on April 15, 2021 under the laws of the Republic of the Marshall Islands, having a share capital of 500 shares, par value $0.01 per share, issued to DSI (Note 3 (c)). In November 2021 and December 22, 2022, 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 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’s stockholders and DSI, respectively (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 Capital Market under the ticker symbol “OP”. Effective December 22, 2022, the Company effected a one-for-ten reverse stock split on its issued and outstanding common stock (Note 6(a)). All share and per share amounts disclosed in the accompanying consolidated financial statements give effect to this reverse stock split retroactively, for the periods presented. The comparative consolidated financial statements have been presented for the period from inception (April 15, 2021) through December 31, 2021. They include only the accounts of OceanPal Inc. from inception date April 15, 2021 through November 29, 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 under OceanPal Inc.’s ownership started. Operations prior to the November 30, 2021 consisted principally of organizational expenses. 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. As at December 31, 2022, 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) and 4), ● 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) and 4), ● 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 4), and ● Darrit Shipping Company Inc., a company incorporated in the Republic of the Marshall Islands on June 02, 2022, owner of the 2005 built Capesize dry bulk carrier Baltimore (Note 3(c) and 4). 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: Additionally, the ongoing 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. 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. Also, the Company monitors elevated inflation in the United States of America, Eurozone and other countries, including ongoing global prices pressures in the wake of the war in Ukraine, driving up energy prices, commodity prices, which continue to have a moderate effect on the Company’s operating expenses. |
Significant Accounting Policies
Significant Accounting Policies - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies - Recent Accounting Pronouncements | |
Significant Accounting Policies - Recent Accounting Pronouncements | 2. Significant Accounting Policies – Recent Accounting Pronouncements 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 i) Impairment of Long-Lived Assets: In developing estimates of future undiscounted projected net operating cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to future charter rates for the unfixed days and future fleet utilization rate. Other assumptions used, 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; estimated remaining useful life of each vessel and the vessels’ residual value if sold for scrap. The assumptions used to develop estimates of future undiscounted projected net operating cash flows are based on historical trends as well as future expectations, employment prospects under the then current market conditions and vessels’ age. In particular, for the unfixed days, the Company uses the most recent ten -year six ten six impairment j) Vessel Depreciation: k) Accounting for Dry-Docking Costs l) Concentration of Credit Risk m) Accounting for Revenues and Expenses: 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 provision for credit u) Evaluation of Nonmonetary Transactions: v) Distinguishing liabilities from equity: w) Redemption of Shares of Convertible Preferred Stock for issuance of Shares of Common Stock: x) Offering Expenses: New Accounting Pronouncements - Not Yet Adopted There are no recent accounting pronouncements, the adoption of which is expected to have a material impact on the Company’s consolidated financial statements and related disclosures in the current or any future periods. |
Transactions with related parti
Transactions with related parties | 12 Months Ended |
Dec. 31, 2022 | |
Transactions with related parties | |
Transactions with related parties | 3.Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: b) Steamship Shipbroking Enterprises Inc. or Steamship: c) Diana Shipping Inc., or DSI: Spin-Off one hundred 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 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 and 9). The fair value of other assets contributed to the Company, mainly comprising lubricating oils and bunkers, amounting to $1,044 in aggregate, 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 through Level 2 inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of the Spin-Off (Note 6(d),6(e) and 9). Acquisition of M/V Baltimore: Stock Dividend As a result of the DSI Stock Dividend, 15,828 shares of Series D Preferred Stock of the Company, were redeemed through the issuance of 7,201,087 of the Company’s shares of common stock, and 9,172 shares of the Company’s Series D Preferred Stock were distributed to DSI stockholders (Note 6(a) and 6(h)). As of December 31, 2022, there was no amount |
Vessels, net
Vessels, net | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Vessels, net | ||
Vessels, net | 4.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, for a purchase price of $22,000 . Of the total purchase price, 20% , or $4,400 , was paid in cash upon signing of the Memorandum of Agreement, and the remaining amount of $17,600 was paid upon delivery of the vessel to the Company, in the form of 25,000 shares of the Company’s Series D Preferred Stock (Note 3(c) and Note 6(h)). The vessel was delivered to the Company on September 20, 2022. 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 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 (Note 10(d)). 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 DSI in connection with the Spin-Off (Note 3(c)). Vessel improvements Vessel improvements mainly relate to the implementation of ballast water treatment system and other works necessary for the vessels to comply with new regulations and be able to navigate to additional ports. The amounts reflected in “Vessels, net” in the accompanying consolidated balance sheets 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 -Vessel acquisitions 22,000 — 22,000 -Additions for improvements 694 — 694 - Depreciation for the year — (4,750) (4,750) Balance, December 31, 2022 $ 68,776 $ (5,104) $ 63,672 | |
Oceanpal inc | ||
Vessels, net | ||
Vessels, net | 4. Vessels On December 24, 2019, Darien Compania Armadora S.A. entered into a Memorandum of Agreement to sell to an unaffiliated third party the vessel Calipso, 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 |
Commitments and Contingencies
Commitments and Contingencies | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Statement [Table] | ||
Commitments and Contingencies | 5. Commitments and Contingencies a) b) | |
OceanPal Inc. Predecessors [Member] | ||
Statement [Table] | ||
Commitments and Contingencies | 5. Commitments and Contingencies a) b) c) |
Capital Stock and Changes in Ca
Capital Stock and Changes in Capital Accounts | 12 Months Ended |
Dec. 31, 2022 | |
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 outstanding outstanding outstanding i) Receipt of Nasdaq Notice – one-for- ten Reverse Stock Split: 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. Effective December 22, 2022, the Company effected a one-for- ten reverse stock split on its issued and outstanding common stock. The Company’s common stock began trading on a split-adjusted basis on the NASDAQ Capital Market at the opening of trading on December 22, 2022. As a result of this reverse stock split, there was no change in the number of the Company’s authorized shares or the par value of the Company’s common stock. The one-for ten ratio was approved by the Company’s Board on December 19, 2022. In particular, at the Company’s 2022 Annual Meeting of Stockholders held on April 5, 2022, it was approved by the Company’s stockholders 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 (i.e. together with the reverse stock split effective December 22, 2022). The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period. During this time, the Company’s common stock will continue to be listed and trade on the Nasdaq (Note 10(a)). 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, ten units consisting of one share of the Company’s common stock (or ten prefunded warrants in lieu of one share of the Company’s common stock) and ten Class A warrants to purchase one common share of the Company’s common stock and was immediately separated upon issuance (the “January 2022 offering”). In particular, upon the closing of the offering, 1,307,143 shares of common stock, 2,500,000 prefunded warrants to purchase 250,000 shares of common stock, and 15,571,429 Class A warrants to purchase 1,557,143 shares of common stock were sold. In addition, the Company had previously agreed with certain of its’ executive officers and significant stockholders (the “selling stockholders”) to register their resale of shares for common stock, whereas an aggregate of 177,715 shares of common stock of certain of the selling stockholders were registered in connection with the January 2022 offering. As such, certain selling stockholders sold an aggregate of 62,857 shares of common stock in the primary offering. Each of the 62,857 shares of common stock sold by the selling stockholders on the primary offering was delivered to the underwriters with ten additional Class A warrants to purchase one (b) Warrants: (c) Preferred Stock: outstanding issued outstanding issued outstanding (d) Series B Preferred Stock: (e) Series C Preferred Stock : outstanding 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 issuance date, at a conversion price equal to the lesser of $65.00 (subject to change under anti-dilution provisions) and the 10-trading day trailing VWAP of the common shares, or at any time after the issuance date (i.e. November 29, 2021) in case of any fundamental change (i.e. liquidation, change of control, dissolution or winding up of the affairs of the Company). Series C Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change, if the holder does not exercise its conversion right discussed above, and optionally redeemable at the option of the holder in case of certain corporate events as defined in the statement of designation of the Series C Preferred Stock. The holder however, is prohibited from converting the Series C Preferred Stock into common shares to the extent that, as a result of such conversion, the holder (together with its affiliates) would beneficially own more than 49% of the total outstanding common shares of the Company. Series C Preferred Stock is not mandatorily redeemable or does not meet any other criteria under ASC 480 to be classified as liability, and under the Company’s assessment is classified in permanent equity, according to the Company’s accounting policy (Note 2(v)). In particular, the Company assessed that certain of the aforementioned features requiring bifurcation under ASC 815 had de minimis value at inception and in each measurement date, while others were clearly and closely related to the host instrument thus no bifurcation was required or falling under the scope exceptions from derivative accounting. For the year ended December 31, 2022, dividends declared and dividends paid, at $20.0 per share, on Series C Preferred Stock amounted to $950 and $780, respectively (Note 7 and 10(d)). For the period from inception (April 15, 2021) through December 31, 2021 dividends on Series C Preferred Stock amounted to $69, not paid as at December 31, 2021 (Note 7). (f) Equity Incentive Plan: (g) Dividend to common stock and Class A warrants’ holders: outstanding On May 30, 2022, the Company’s Board of Directors declared a cash dividend of $0.1 per share for the first quarter ended March 31, 2022, to its’ common stockholders of record as of June 14, 2022. The Company had 2,982,909 shares of common stock issued and outstanding On July 27, 2022, the Company’s Board of Directors declared a cash dividend of $0.1 per share for the second quarter ended June 30, 2022, to its’ common stockholders of record as of August 12, 2022. The Company had 2,982,909 shares of common stock issued and outstanding (h) Series D Preferred Stock: outstanding 10-day The Series D 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 D Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Series D Preferred Stock are in arrears or any senior stock. Also, holders of Series D Preferred Stock, rank equal to Series C Preferred Stock, 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 (September 21, 2022) with respect to dividends, distributions and payments upon liquidation. The Series D Preferred Stock has a cumulative preferred dividend accruing from the date of original issuance (i.e. September 21, 2022) which is payable on the 15th day of January, April, July and October of each year at the dividend rate of 7.0% per annum, and is convertible into common shares at the holders’ option at any time after the original issuance date, at a conversion price equal to the 10-trading day trailing VWAP of the common shares. Series D Preferred Stock is also optionally redeemable at the holder’s option in case of fundamental change or in case of certain corporate events as defined in the statement of designation of the Series D Preferred Stock. Holders of the Series D Preferred Stock, however, are prohibited from converting the Series D Preferred Stock into common shares to the extent that, as a result of such conversion, holders (together with their affiliates) would beneficially own more than 49% of the total outstanding common shares of the Company. Series D Preferred Stock is not mandatorily redeemable or does not meet any other criteria under ASC 480 to be classified as liability and under the Company’s assessment is classified in equity, according to the Company’s accounting policy (Note 2(v)). In particular, the Company assessed that certain of the aforementioned features requiring bifurcation under ASC 815 had de minimis value at inception and in each measurement date, while others were clearly and closely related to the host instrument thus no bifurcation was required. For the year ended December 31, 2022, dividends declared and dividends paid on Series D Preferred Stock, at $17.50 per share, amounted to $117 and $117, respectively, as regards the period from September 21, 2022 (original issuance date) to October 14, 2022, to Series D Preferred Stock holders of record date October 14, 2022 (i.e. 25,000). Also, the amount of $135 representing the accumulated portion from October 15, 2022 to December 31, 2022, of the cash dividend on the Company’s shares of Series D Preferred Stock to Series D Preferred Stock holders of record date January 14, 2023 (i.e. 9,172 shares) for the period from October 15, 2022 to January 14, 2023, which is payable on January 17, 2023, is deducted from the net loss to arrive at the net loss available to common stockholders (Note 7 and 10(c)). |
Earnings _ (Loss) per Share
Earnings / (Loss) per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings / (Loss) per Share | |
Earnings / (Loss) per Share | 7.Earnings / (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 year ended December 31, 2022, the Company declared and paid aggregate cash dividends to its common and Class A warrants’ holders of $2,089 and $1,012, respectively. No dividends were declared to Company’s common holders during the period from inception (April 15, 2021) through December 31, 2021. For the year ended December 31, 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. The dilutive effect of share-based compensation arrangements (following assumed conversion of Series C and Series D 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. The dilutive effect from conversion of outstanding Series C and Series D preferred stock is calculated with the “if converted” method, to the extent that such conversion would not result in beneficial ownership by the preferred stockholders of more than 49% of the total outstanding common shares of the Company, as described in Note 6 above. Incremental shares are the number of shares assumed issued under the i) treasury stock method and the ii) “if converted” method weighted for the periods the non-vested shares, warrants and convertible preferred stock were outstanding. 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 and Series D preferred stock as the Company incurred losses for the year ended December 31, 2022, and the effect of such shares was anti-dilutive. For the period from inception date (April 15, 2021) through December 31, 2021,the computation of diluted earnings per share reflects the potential dilution from conversion of the outstanding Series C Preferred Stock calculated with the “if converted” method described above and resulted in 345,545 shares. Also, loss attributable to common equity holders is adjusted by the amount of dividends declared and/or accrued on Series C and D preferred stock and dividends on Class A warrants as follows: From December 31, April 15, 2021 through 2022 December 31, 2021 Net (loss)/income $ (326) $ 134 Less deemed dividend on Series D Preferred Stock upon redemption for issuance of common stock (134) — Less dividends on Series C Preferred Stock (950) (69) Less dividends on Series D Preferred Stock (252) — Less dividends on Class A warrants (1,012) — Net (loss)/earnings attributed to common stockholders $ (2,674) $ 65 Weighted average number of common stock, basic 3,113,108 882,024 Effect of dilutive shares — 345,545 Weighted average number of common stock, diluted 3,113,108 1,227,569 (Loss)/Earnings per share, basic $ (0.86) $ 0.07 (Loss)/Earnings per share, diluted $ (0.86) $ 0.05 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 8.Income Taxes Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of operations. The Company is potentially subject to a four percent U.S. federal income tax on 50% of its gross income derived by its charters that begin or end in the United States. However, under Section 883 of the Internal Revenue Code of the United States (the “Code”), a corporation is exempt from U.S. federal income taxation on its U.S.-source shipping income if: (a) it is organized in a foreign country that grants an equivalent exemption from tax to corporations organized in the United States (an “equivalent exemption”); and (b) either (i) more than 50% of the value of its common stock is owned, directly or indirectly, by “qualified stockholders,”, which is referred to as the “50% Ownership Test,” or (ii) its common stock is “primarily and regularly traded on an established securities market” in the United States or in a country that grants an “equivalent exemption”, which is referred to as the “Publicly-Traded Test.” The Company and each of its subsidiaries expects it qualifies for this statutory tax exemption for the 2022 taxable year, and the Company takes this position for United States federal income tax return reporting purposes. Therefore, the Company does not expect to have any U.S. federal income tax liability for the year ended December 31, 2022. |
Financial Instruments and Fair
Financial Instruments and Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Fair Value Disclosures | |
Financial Instruments and Fair Value Disclosures | 9.Financial Instruments and Fair Value Disclosures Concentration of credit risk: For the year ended December 31, 2022 and for the period from inception (April 15, 2021) through December 31, 2021, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer 2022 2021 A 20 % — B 14 % — C 12 % — D 11 % 32 % E — 35 % F — 26 % 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 $215 and to $811 as of December 31, 2022 and 2021, respectively. Fair value of assets, liabilities and equity instruments classified in stockholders’ equity: 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). Also, on the same date, the Company distributed 10,000 Series C Preferred Stock to DSI which has been recorded at a fair value of $7,570 determined through Level 2 inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of the Spin-Off (Note 3(c) and 6(e)). 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 $1,590, 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 (Note 6(f)). On September 20, 2022, the Company acquired M/V Baltimore from DSI. The non-cash consideration part of the total purchase price paid in the form of 25,000 Series D Preferred Stock as of the vessel acquisition date has been recorded at a fair value of $17,600 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 (Note 3(c) and 6(h)). The fair values of the above instruments as of the measurement dates were based on the present values of the future cash outflows derived from dividends payable under each equity instrument, assuming the instruments are held in perpetuity since conversion under fixed or variable conversion price at any time would reasonably result in lower returns for a market participant taking into consideration the Company’s market price, outstanding common stock and instruments issuable upon conversion at the measurement dates. The Company applied a discount factor of 12.7%, and a risk free rate of 1% for the valuation of all instruments discussed above. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 10.Subsequent Events (a) NASDAQ Notification: As of January 6, 2023, the Company’s common stock has remained at $1.00 per share or higher for ten consecutive days. As such, on January 9, 2023, the Company received a letter from The NASDAQ Capital Market confirming that it has regained compliance with the minimum bid price requirement. On March 27, 2023, the Company received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 32 consecutive business days, i.e. from February 8, 2023 to March 24, 2023, 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 is 180 days, or until September 25, 2023. 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 this time, the Company's common stock will continue to be listed and trade on the Nasdaq. (b) Series C Preferred Stock Dividend: On January 17, 2023, the Company paid a dividend on its Series C Preferred Stock, amounting to $240 , which was declared by its BoD on December 29, 2022. On March 27, 2023, the Company’s Board of Directors, declared a dividend of $269 in the aggregate on i) the Company’s outstanding Series C Preferred Stock (i.e. 10,000 shares), ii) 1,982 shares of Series C Preferred Stock awarded to executive management and non-executive directors on April 15, 2022, for the period from January 15, 2023 to April 14, 2023, inclusive, and iii) 3,332 shares of Series C Preferred Stock awarded to executive management and non-executive directors on March 7, 2023 (Note 10(g)), for the period from March 7, 2023 to April 14, 2023, inclusive, which is payable on April 17, 2023. (c) Series D Preferred Stock Dividend: On January 17, 2023, the Company paid a dividend on its Series D Preferred Stock, amounting to $161 . On March 27, 2023, the Company’s Board of Directors, declared a dividend of $327 in the aggregate on i) the Company’s outstanding shares of Series D Preferred Stock as at December 31, 2022 ( 9,172 shares) for the period from January 15, 2023 to April 14, 2023, inclusive, and ii) 13,157 shares of Series D Preferred Stock issued in connection with the acquisition of M/V Melia (Note 10(d)), for the period from February 8, 2023 to April 14, 2023, inclusive, which is payable on April 17, 2023. (d) Acquisition of vessel and issuance of Series D Preferred Stock: On February 1, 2023, the Company through its’ new wholly-owned subsidiary, Fiji Shipping Company Inc., entered into a Memorandum of Agreement with DSI to acquire a 2005-built Panamax vessel, the m/v Melia, for a purchase price of $14,000 . Of the purchase price, $4,000 , was paid in cash upon signing of the Memorandum of Agreement, and the remaining amount of $10,000 was paid upon delivery of the vessel to the Company, on February 8, 2023, in the form of 13,157 shares of the Company’s Series D Preferred Stock. 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 based on an agreement dated November 8, 2021. As of March 29, 2023, following Company’s refusal to acquire one of the identified vessels, and agreement for the acquisition of the m/v Melia, three of the six identified vessels remain available for purchase by the Company (Note 3(c)). The acquisition of the vessel was approved by a committee of independent members of the Company’s Board of Directors. (e) Appointment of Chief Executive Officer: On February 2, 2023, the Company’s Board of directors appointed Mr. Robert Perri as the Company’s Chief Executive Officer, effective as of February 2, 2023. Mr. Perri replaces Mr. Eleftherios Papatrifon, who has served as the Company’s Chief Executive Officer since November 2021 and who will continue to serve as a Class II director on the Company’s Board of Directors. (f) Registered Direct Offering: On February 8, 2023, the Company closed a registered direct offering of 15,000,000 units, at a price of $1.01 per unit, with each unit consisting of one share of the Company’s common stock (or one prefunded warrant in lieu of one share of the Company’s common stock) and one Class B Warrant to purchase one share of the Company’s common stock. The Company also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding common stock immediately following the consummation of the offering, the opportunity to purchase one prefunded warrant in lieu of one share of common stock. Each prefunded warrant is exercisable for one share of common stock at an exercise price of $0.01 per share. The Company, concurrently with the offering, conducted a private placement with the placement agent for additional unregistered warrants to purchase 15,000,000 shares of the Company’s common stock. The Class B warrants and the privately placed warrants have an exercise price of US $1.01 per common share, are exercisable immediately, and expire five years after the issuance date. Alternatively, each privately placed warrant will become exercisable for 0.75 common shares under the cashless exercise provision included in the privately placed warrants rather than one share of common stock under the cash exercise provision. In particular, on February 10, 2023, the Company issued and sold 15,000,000 units comprising of 12,300,000 shares of the Company’s common stock, 2,700,000 prefunded warrants to purchase shares of common stock, 15,000,000 Class B Warrants to purchase one share of the Company’s common stock at a public offering price of $1.01 per unit. Also, on the same date the Company sold to each purchaser of the units, unregistered privately placed warrants, to purchase up to an aggregate of 15,000,000 shares of the Company’s common stock at an exercise price of $1.01 per share. On February 23, 2023, the Company filed with the SEC a resale registration agreement in Form F-1 regarding the privately placed warrants which was declared effective on March 8, 2023. As of March 29, 2023, out of the 2,700,000 prefunded warrants issued on the closing of the offering, 1,750,000 prefunded warrants have been exercised and 950,000 prefunded warrants remain available for exercise at an exercise price of $0.01 per share, and Class B warrants to purchase 15,000,000 common shares remain available for exercise at an exercise price of $1.01 per share. As of March 29, 2023, 15,000,000 privately placed warrants remain available for up to 15,000,000 common shares. (g) Restricted share awards and Cash Bonus: On March 7, 2023, the Company’s Board of Directors approved the award of 3,332 shares of restricted Series C Preferred Stock to executive management and non-executive directors, pursuant to the Company’s amended and restated 2021 Equity Incentive Plan, as annual bonus. The cost of these awards will be recognized in income ratably over the restricted shares vesting period which will be two years . The Board of Directors also approved an aggregate performance cash bonus of about $185 to Steamship Shipbroking Enterprises Inc, which has been accrued for as of December 31, 2022, in the accompanying consolidated financial statements. (h) Amendment of brokerage services agreement with Steamship: In March 2023, the brokerage services agreement between the Company and Steamship (Note 3(b)) was terminated and replaced with a new agreement with retroactive effect from January 1, 2023, and ending on December 31, 2023, pursuant to which the fixed monthly fee of $95,000 was increased to $150,000 . All other terms of the agreement remained unchanged. (i) Series E Preferred Stock : On March 20, 2023, the Company issued 1,200 shares of its newly designated Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”), par value $0.01 per share, to an affiliated company of its Chairperson, Mrs. Semiramis Paliou, for a purchase price of $35 . The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the common shares of the Company, and each share of the Series E Preferred Stock entitles the holder thereof to up to 25,000 votes, on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the total number of votes entitled to be cast on matters put to stockholders of the Company. The Series E Preferred Stock is convertible, at the election of the holder, in whole or in part, into shares of the Company’s common stock at a conversion price equal to the 10 -trading day trailing VWAP of the Company’s common stock, subject to certain adjustments, commencing at any time after (i) the cancellation of all of the Company’s Series B Preferred Stock or (ii) the transfer for all of the Company’s Series B Preferred Stock (collectively a “Series B Event”). The 15% limitation discussed above, shall terminate upon the occurrence of a Series B Event. The Series E Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons or entities, with the Company’s prior consent. The issuance of shares of Series E Preferred Stock to Tuscany Shipping Corp. was approved by an independent committee of the Company’s Board of Directors, which received a fairness opinion from an independent third party that the transaction was fair from a financial point of view to the Company. |
Significant Accounting Polici_2
Significant Accounting Policies - Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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: |
Vessels, net | h) Vessels, net |
Impairment of Long-Lived Assets | i) Impairment of Long-Lived Assets: In developing estimates of future undiscounted projected net operating cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to future charter rates for the unfixed days and future fleet utilization rate. Other assumptions used, 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; estimated remaining useful life of each vessel and the vessels’ residual value if sold for scrap. The assumptions used to develop estimates of future undiscounted projected net operating cash flows are based on historical trends as well as future expectations, employment prospects under the then current market conditions and vessels’ age. In particular, for the unfixed days, the Company uses the most recent ten -year six ten six impairment |
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: |
Repairs and Maintenance | n) Repairs and Maintenance: |
Earnings / (loss) per Common Share | o) Earnings / (loss) per Common Share: |
Segmental Reporting | p) Segmental Reporting: |
Fair Value Measurements | q) Fair Value Measurements |
Share Based Payments | r) Share Based Payments: |
Going concern | s)Going concern: |
Financial Instruments, credit losses | t) Financial Instruments, credit losses provision for credit |
Evaluation of Nonmonetary Transactions | u) Evaluation of Nonmonetary Transactions: |
Distinguishing liabilities from equity | v) Distinguishing liabilities from equity: |
Redemption of Shares of Convertible Preferred Stock for issuance of Shares of Common Stock | w) Redemption of Shares of Convertible Preferred Stock for issuance of Shares of Common Stock: |
Offering Expenses | x) Offering Expenses: |
New Accounting Pronouncements - Not Yet Adopted | New Accounting Pronouncements - Not Yet Adopted There are no recent accounting pronouncements, the adoption of which is expected to have a material impact on the Company’s consolidated financial statements and related disclosures in the current or any future periods. |
Vessels, net (Tables)
Vessels, net (Tables) | 11 Months Ended |
Nov. 29, 2021 | |
Oceanpal inc | |
Vessels, net | |
Summary of vessels, net | 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 |
Earnings _ (Loss) per Share (Ta
Earnings / (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings / (Loss) per Share | |
Summary of profit or loss attributable to common equity holders is adjusted by the amount of dividends on Series C and D Preferred Stock and dividends on Class A warrants | From December 31, April 15, 2021 through 2022 December 31, 2021 Net (loss)/income $ (326) $ 134 Less deemed dividend on Series D Preferred Stock upon redemption for issuance of common stock (134) — Less dividends on Series C Preferred Stock (950) (69) Less dividends on Series D Preferred Stock (252) — Less dividends on Class A warrants (1,012) — Net (loss)/earnings attributed to common stockholders $ (2,674) $ 65 Weighted average number of common stock, basic 3,113,108 882,024 Effect of dilutive shares — 345,545 Weighted average number of common stock, diluted 3,113,108 1,227,569 (Loss)/Earnings per share, basic $ (0.86) $ 0.07 (Loss)/Earnings per share, diluted $ (0.86) $ 0.05 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Fair Value Disclosures | |
Summary of charterers that individually accounted for 10% or more of the Company's time charter revenues | Charterer 2022 2021 A 20 % — B 14 % — C 12 % — D 11 % 32 % E — 35 % F — 26 % |
Basis of Presentation and Gen_2
Basis of Presentation and General Information (Details) | 9 Months Ended | |||||
Dec. 22, 2022 | Dec. 31, 2021 subsidiary $ / shares shares | Dec. 31, 2022 $ / 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 (in dollar per share) | $ / 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 (in dollar per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Number of subsidiaries acquired through spin-off transaction | subsidiary | 3 | |||||
Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Reverse stock split ratio for one share | 10 | |||||
Diana Shipping Inc | ||||||
Related Party Transaction [Line Items] | ||||||
Number of subsidiaries acquired through spin-off transaction | subsidiary | 3 |
Significant Accounting Polici_3
Significant Accounting Policies - Recent Accounting Pronouncements (Details) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | |
Accounts Receivable, Trade | |||||
Provision for doubtful accounts | $ 0 | $ 0 | $ 15,000 | ||
Impairment of Long-Lived Assets | |||||
Historical blended average year for calculating undiscounted projected net operating cash flows | 10 years | 10 years | |||
Term for time charter rates | 6 months | 6 months | |||
Impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Vessel Depreciation | |||||
Estimated useful life | 25 years | 25 years | |||
Accounting for Revenues and Expenses | |||||
Gain (loss) on bunkers | $ 63,000 | $ (1,949,000) | |||
Segmental Reporting | |||||
Number of reportable segment | segment | 1 | ||||
Financial Instruments, credit losses | |||||
Provision for credit losses | 0 | $ 0 | |||
Offering Expenses | |||||
Deferred offering expenses | $ 152,000 | $ 376,000 |
Transactions with related par_2
Transactions with related parties - DWM (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 01, 2022 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Transactions with related parties | ||||
Management fees | $ 74,000 | $ 878,000 | ||
Due to related parties | 59,000 | 410,000 | ||
Due from a related party | 70,000 | 5,000 | ||
Diana Wilhelmsen Management Limited | Management fees to related parties | ||||
Transactions with related parties | ||||
Management fees | 62,000 | 737,000 | ||
Diana Wilhelmsen Management Limited | Voyage expenses | ||||
Transactions with related parties | ||||
Management fees | 17,000 | 237,000 | ||
Diana Wilhelmsen Management Limited | Management services | ||||
Transactions with related parties | ||||
Variable fee on hire and on freight | 1.25% | 1.25% | ||
Threshold term for termination of agreement with prior written notice | 3 months | 3 months | ||
Management fees | 79,000 | 974,000 | ||
Due to related parties | $ 6,000 | |||
Due from a related party | $ 5,000 | |||
Diana Wilhelmsen Management Limited | If vessel is employed or available for employment | ||||
Transactions with related parties | ||||
Management fee per vessel per month | $ 18,500 | $ 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 | ||||
Transactions with related parties | ||||
Management fee per vessel per month | $ 9,250 | $ 10,000 |
Transactions with related par_3
Transactions with related parties - Steamship (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Transactions with related parties | |||
Management fees to related parties | $ 74,000 | $ 878,000 | |
Due to related parties | 59,000 | 410,000 | |
Steamship Shipbroking Enterprises Inc | |||
Transactions with related parties | |||
Due to related parties | 33,000 | 410,000 | |
Steamship Shipbroking Enterprises Inc | Insurance, administrative and brokerage services | |||
Transactions with related parties | |||
Threshold term for termination of agreement with prior written notice | 3 months | ||
Steamship Shipbroking Enterprises Inc | Insurance, administrative and brokerage services | General and Administration Expenses | |||
Transactions with related parties | |||
Expense for accrued bonuses under agreement | 0 | 185,000 | |
Steamship Shipbroking Enterprises Inc | Insurance and administrative services | Management fees to related parties | |||
Transactions with related parties | |||
Management fees to related parties | 12,000 | 141,000 | |
Steamship Shipbroking Enterprises Inc | Insurance-related services | If vessel is employed or available for employment | |||
Transactions with related parties | |||
Amount agreed to be paid for each vessel | $ 500 | ||
Steamship Shipbroking Enterprises Inc | Insurance-related services | If vessel is laid-up and not available for employment for at least 15 calendar days of such month | |||
Transactions with related parties | |||
Amount agreed to be paid for each vessel | $ 250 | ||
Steamship Shipbroking Enterprises Inc | Administrative services agreement | |||
Transactions with related parties | |||
Threshold term for termination of agreement with prior written notice | 30 days | ||
Monthly fee | $ 10,000 | ||
Steamship Shipbroking Enterprises Inc | Brokerage service agreement | |||
Transactions with related parties | |||
Variable fee on hire and on freight | 2.50% | ||
Management fee per vessel per month | $ 95,000 | ||
Management fees to related parties | 178,000 | 1,614,000 | |
Steamship Shipbroking Enterprises Inc | Brokerage service agreement | General and Administration Expenses | |||
Transactions with related parties | |||
Management fees to related parties | 145,000 | 1,140,000 | |
Steamship Shipbroking Enterprises Inc | Brokerage service agreement | Voyage expenses | |||
Transactions with related parties | |||
Management fees to related parties | $ 33,000 | $ 474,000 |
Transactions with related par_4
Transactions with related parties - DSI (Details) $ in Thousands | Dec. 15, 2022 shares | Nov. 28, 2022 shares | Sep. 21, 2022 shares | Sep. 20, 2022 USD ($) shares | Jun. 13, 2022 USD ($) | Nov. 29, 2021 USD ($) subsidiary item shares | Nov. 08, 2021 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 03, 2021 shares |
Transactions with related parties | ||||||||||
Due from a related party | $ 5 | $ 70 | ||||||||
M V Baltimore [Member] | ||||||||||
Transactions with related parties | ||||||||||
Agreed purchase price in memorandum of agreement | $ 22,000 | |||||||||
Percentage of advance for vessel | 20% | |||||||||
Payments of advances for vessel acquisitions | $ 4,400 | |||||||||
Common Stock | ||||||||||
Transactions with related parties | ||||||||||
Series D preferred stock exchanged for common stock (in shares) | shares | 7,201,087 | |||||||||
Series D Preferred Stock | ||||||||||
Transactions with related parties | ||||||||||
Series D preferred stock exchanged for common stock (in shares) | shares | (15,828) | |||||||||
Vessel acquisitions, equity issued, number of Shares | shares | 25,000 | |||||||||
Series D Preferred Stock | M V Baltimore [Member] | ||||||||||
Transactions with related parties | ||||||||||
Non-cash payments of remaining amount for vessel acquisition | $ 17,600 | |||||||||
Vessel acquisitions, equity issued, number of Shares | shares | 25,000 | |||||||||
Diana Shipping Inc | ||||||||||
Transactions with related parties | ||||||||||
Number of vessel-owning subsidiaries contributed | subsidiary | 3 | |||||||||
Working capital contributed | $ 1,000 | |||||||||
Right of first refusal over number of drybulk carriers | 6 | |||||||||
Fair value of other assets contributed to the entity (mainly lubricating oils and bunkers) | 1,044 | |||||||||
Number of vessels contributed to the entity | item | 3 | |||||||||
Economic interest of preferred share | $ 0 | |||||||||
Series D preferred stock exchanged for common stock (in shares) | shares | 15,828 | |||||||||
Due to related party | 0 | |||||||||
Due from a related party | $ 0 | $ 70 | ||||||||
Diana Shipping Inc | M V Baltimore [Member] | ||||||||||
Transactions with related parties | ||||||||||
Agreed purchase price in memorandum of agreement | $ 22,000 | |||||||||
Percentage of advance for vessel | 20% | |||||||||
Payments of advances for vessel acquisitions | $ 4,400 | |||||||||
Non-cash payments of remaining amount for vessel acquisition | $ 17,600 | |||||||||
Diana Shipping Inc | Minimum | ||||||||||
Transactions with related parties | ||||||||||
Number of vessels the entity has the right, but not the obligation, to purchase | 1 | |||||||||
Diana Shipping Inc | Maximum | ||||||||||
Transactions with related parties | ||||||||||
Number of vessels the entity has the right, but not the obligation, to purchase | 6 | |||||||||
Diana Shipping Inc | Common Stock | ||||||||||
Transactions with related parties | ||||||||||
Share exchange ratio | 100 | |||||||||
Number of issued and outstanding common shares distributed | shares | 882,024 | |||||||||
Shares issued during period | shares | 7,201,087 | |||||||||
Diana Shipping Inc | Series B Preferred Stock | ||||||||||
Transactions with related parties | ||||||||||
Number of issued and outstanding common shares distributed | shares | 500,000 | |||||||||
Diana Shipping Inc | Series C preferred stock | ||||||||||
Transactions with related parties | ||||||||||
Number of issued and outstanding common shares distributed | shares | 10,000 | |||||||||
Diana Shipping Inc | Series D Preferred Stock | ||||||||||
Transactions with related parties | ||||||||||
Shares issued during period | shares | 9,172 | |||||||||
Diana Shipping Inc | Series D Preferred Stock | M V Baltimore [Member] | ||||||||||
Transactions with related parties | ||||||||||
Vessel acquisitions, equity issued, number of Shares | shares | 25,000 | |||||||||
Diana Shipping Inc | Level 2 | ||||||||||
Transactions with related parties | ||||||||||
Number of vessel-owning subsidiaries contributed | subsidiary | 3 | |||||||||
Aggregate fair value of vessels | $ 46,040 | |||||||||
Preferred share recorded at par | 5 | |||||||||
Diana Shipping Inc | Level 2 | Series C preferred stock | ||||||||||
Transactions with related parties | ||||||||||
Preferred share recorded at fair value | $ 7,570 | |||||||||
Diana Shipping Inc | Level 2 | Series D Preferred Stock | M V Baltimore [Member] | ||||||||||
Transactions with related parties | ||||||||||
Fair value of stock issued in vessel acquisition transaction | $ 17,600 |
Vessels, net (Details)
Vessels, net (Details) - USD ($) | 9 Months Ended | |||
Sep. 21, 2022 | Sep. 20, 2022 | Jun. 13, 2022 | Dec. 31, 2021 | |
Vessels | ||||
Vessels, net | ||||
Additions and improvements | $ 42,000 | |||
M/V Baltimore | ||||
Vessels, net | ||||
Agreed purchase price in memorandum of agreement | $ 22,000,000 | |||
Percentage of advance for vessel | 20% | |||
Payments of advances for vessel acquisitions | $ 4,400,000 | |||
Series D Preferred Stock | ||||
Vessels, net | ||||
Vessel acquisitions, equity issued, number of Shares | 25,000 | |||
Series D Preferred Stock | M/V Baltimore | ||||
Vessels, net | ||||
Non-cash payments of remaining amount for vessel acquisition | $ 17,600,000 | |||
Vessel acquisitions, equity issued, number of Shares | 25,000 | |||
Vessel cost including fair-value of non-cash consideration | $ 22,000 |
Vessels, net - Summary of vesse
Vessels, net - Summary of vessels, net (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Depreciation | |||||
Depreciation for the period | $ (354,000) | $ (2,192,911) | $ (4,896,000) | $ (2,151,977) | $ (2,479,432) |
Net Book Value | |||||
Net Book Value at the beginning | 45,728,000 | ||||
Depreciation for the period | (354,000) | (2,192,911) | (4,896,000) | (2,151,977) | (2,479,432) |
Net Book Value at the end | 45,728,000 | 63,672,000 | |||
Oceanpal inc | |||||
Vessel cost | |||||
Vessel cost at the beginning | 47,405,161 | 38,600,196 | |||
Additions and improvements | 1,474,965 | ||||
Vessel cost at the end | 47,405,161 | 38,600,196 | |||
Accumulated Depreciation | |||||
Accumulated depreciation at the beginning | (15,155,862) | (13,139,306) | |||
Accumulated depreciation at the end | (15,155,862) | (13,139,306) | |||
Net Book Value | |||||
Net Book Value at the beginning | $ 32,249,299 | 25,460,890 | |||
Additions and improvements | 1,474,965 | ||||
Net Book Value at the end | $ 32,249,299 | $ 25,460,890 | |||
Vessels | |||||
Vessel cost | |||||
Vessel cost at the beginning | 46,082,000 | ||||
Vessels contributed by DSI | 46,040,000 | ||||
Vessel acquisitions | 22,000,000 | ||||
Additions for improvements | 694,000 | ||||
Additions and improvements | 42,000 | ||||
Vessel cost at the end | 46,082,000 | 68,776,000 | |||
Accumulated Depreciation | |||||
Accumulated depreciation at the beginning | (354,000) | ||||
Depreciation for the period | (354,000) | (4,750,000) | |||
Accumulated depreciation at the end | (354,000) | (5,104,000) | |||
Net Book Value | |||||
Net Book Value at the beginning | 45,728,000 | ||||
Vessels contributed by DSI | 46,040,000 | ||||
Vessel acquisitions | 22,000,000 | ||||
Additions for improvements | 694,000 | ||||
Additions and improvements | 42,000 | ||||
Depreciation for the period | (354,000) | (4,750,000) | |||
Net Book Value at the end | $ 45,728,000 | $ 63,672,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies. | |
Vessels covered for pollution per vessel per incident | $ 1,000,000 |
Term for adjustment of estimates | 3 years |
Contractual gross charter revenues | $ 1,597 |
Capital Stock and Changes in _2
Capital Stock and Changes in Capital Accounts - Common Stock (Details) | 1 Months Ended | |||||||||||||
Dec. 22, 2022 | Sep. 06, 2022 $ / shares | Apr. 05, 2022 | Mar. 08, 2022 | Jan. 25, 2022 USD ($) $ / shares shares | Mar. 07, 2022 $ / shares | Dec. 31, 2022 $ / shares shares | Aug. 12, 2022 shares | Jun. 14, 2022 shares | Apr. 01, 2022 shares | Dec. 31, 2021 $ / shares shares | Nov. 30, 2021 $ / shares shares | Nov. 29, 2021 $ / shares shares | Apr. 15, 2021 $ / shares shares | |
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 (in dollar per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares issued | 10,183,996 | 882,024 | 882,024 | |||||||||||
Common stock, shares outstanding | 10,183,996 | 882,024 | 882,024 | |||||||||||
Bid price | $ / shares | $ 1 | $ 1 | ||||||||||||
Grace period | 180 days | 180 days | ||||||||||||
Net proceeds from issuance of common stock including exercise of warrants, net of underwriting commissions and offering expenses | $ | $ 14,736 | |||||||||||||
Minimum | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Period during which company was in breach of Nasdaq share bid price requirements | 30 days | |||||||||||||
Selling Stockholders | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Shares registered for resale by selling shareholders | 177,715 | |||||||||||||
Over-Allotment Option | Sold by company | Class A warrants | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Warrants sold during period | 2,430,000 | |||||||||||||
Underwritten Public Offering | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Units issued during period | 15,571,429 | |||||||||||||
Price per unit | $ / shares | $ 0.77 | |||||||||||||
Number of shares in a unit | 1 | |||||||||||||
Underwritten Public Offering | Pre-funded warrants | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Number of warrants in a unit | 10 | |||||||||||||
Warrant purchase of shares | 1 | |||||||||||||
Warrants sold during period | 2,500,000 | |||||||||||||
Underwritten Public Offering | Class A warrants | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Number of warrants in a unit | 10 | |||||||||||||
Warrants sold during period | 15,571,429 | |||||||||||||
Common stock sold | 1,557,143 | |||||||||||||
Underwritten Public Offering | Selling Stockholders | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Sale of stock by selling shareholders (in shares) | 62,857 | |||||||||||||
Underwritten Public Offering | Selling Stockholders | Class A warrants | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Number of warrants in a unit | 10 | |||||||||||||
Warrant purchase of shares | 0.1 | |||||||||||||
Common stock | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Common stock, shares issued | 2,982,909 | 2,982,909 | 2,982,909 | |||||||||||
Common stock, shares outstanding | 2,982,909 | 2,982,909 | 2,982,909 | |||||||||||
Bid price | $ / shares | $ 1 | |||||||||||||
Reverse stock split ratio for one share | 10 | |||||||||||||
Period during which company needs to be in compliance during grace period | 10 days | |||||||||||||
Common stock | Minimum | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Reverse stock split ratio for one share | 2 | |||||||||||||
Common stock | Maximum | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Reverse stock split ratio for one share | 40 | 10 | ||||||||||||
Common stock | Over-Allotment Option | Sold by company | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Common stock sold | 243,000 | |||||||||||||
Common stock | Underwritten Public Offering | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Warrant purchase of shares | 0.1 | |||||||||||||
Share issued during the period | 1,307,143 | |||||||||||||
Common stock | Underwritten Public Offering | Pre-funded warrants | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Aggregate number of shares called by warrants sold | 250,000 | |||||||||||||
Common Class A | Over-Allotment Option | Sold by company | ||||||||||||||
Capital Stock and Changes in Capital Accounts | ||||||||||||||
Sale of stock by selling shareholders (in shares) | 114,858 | |||||||||||||
Share issued during the period | 128,142 |
Capital Stock and Changes in _3
Capital Stock and Changes in Capital Accounts - Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Jan. 25, 2022 | |
Common stock | ||
Capital Stock and Changes in Capital Accounts | ||
Number of common stock exercised | 665,600 | |
Class A warrants | ||
Capital Stock and Changes in Capital Accounts | ||
Number of warrants exercised | 4,156,000 | |
Number of warrants available for exercise | 14,474,000 | |
Warrants, expiration period from issuance | 5 years | |
Class A warrants | Common stock | ||
Capital Stock and Changes in Capital Accounts | ||
Aggregate number of shares called by warrants outstanding | 1,447,400 | |
Exercise price of warrant | $ 7.70 | |
Pre-funded warrants | ||
Capital Stock and Changes in Capital Accounts | ||
Number of warrants exercised | 2,500,000 |
Capital Stock and Changes in _4
Capital Stock and Changes in Capital Accounts - Preferred Stock (Details) - $ / shares | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 29, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | |
Capital Stock and Changes in Capital Accounts | |||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock, par value (in dollar per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares issued | 519,172 | 510,000 | |||||
Preferred stock, shares outstanding | 519,172 | 510,000 | |||||
Series A Participating Preferred Stock | |||||||
Capital Stock and Changes in Capital Accounts | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | ||
Series B Preferred Stock | |||||||
Capital Stock and Changes in Capital Accounts | |||||||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 | ||||
Preferred stock, par value (in dollar per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||
Preferred stock, shares outstanding | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | ||
Series C Preferred Stock | |||||||
Capital Stock and Changes in Capital Accounts | |||||||
Preferred stock, shares authorized | 20,000 | 10,000 | 10,000 | ||||
Preferred stock, par value (in dollar per share) | $ 0.01 | ||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||
Preferred stock, shares outstanding | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||
Series C Preferred Stock | 2021 Equity Incentive Plan | |||||||
Capital Stock and Changes in Capital Accounts | |||||||
Share period | 1,982 | ||||||
Series D Preferred Stock | |||||||
Capital Stock and Changes in Capital Accounts | |||||||
Preferred stock, shares authorized | 25,000 | 0 | |||||
Preferred stock, shares issued | 9,172 | ||||||
Preferred stock, shares outstanding | 9,172 | 9,172 |
Capital Stock and Changes in _5
Capital Stock and Changes in Capital Accounts - Series B Preferred Stock (Details) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 Vote $ / shares shares | Jun. 30, 2021 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Nov. 30, 2021 $ / shares | Nov. 29, 2021 $ / shares shares | |
Capital Stock and Changes in Capital Accounts | ||||||
Preferred stock, shares issued | 510,000 | 519,172 | ||||
Preferred stock, shares outstanding | 510,000 | 519,172 | ||||
Preferred stock, par value (in dollar per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Series B Preferred Stock | ||||||
Capital Stock and Changes in Capital Accounts | ||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |
Preferred stock, shares outstanding | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |
Preferred stock, par value (in dollar per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Number of votes per share | Vote | 2,000 | 2,000 | 2,000 | 2,000 | ||
Percentage of the total number of votes | 34% | 34% | 34% | 34% | ||
Maximum percentage of total number of votes entitled to vote including common stock or any other voting security | 49% | 49% | 49% | 49% |
Capital Stock and Changes in _6
Capital Stock and Changes in Capital Accounts - Series C Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2022 | Nov. 30, 2021 | Nov. 29, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | |
Capital Stock and Changes in Capital Accounts | ||||||
Preferred stock, shares issued | 510,000 | 519,172 | ||||
Preferred stock, shares outstanding | 510,000 | 519,172 | ||||
Preferred stock, par value (in dollar per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Series C Preferred Stock | ||||||
Capital Stock and Changes in Capital Accounts | ||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |
Preferred stock, shares outstanding | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |
Preferred stock, par value (in dollar per share) | $ 0.01 | |||||
Preferred stock, liquidation preference | $ 1,000 | |||||
Aggregate liquidation preference | $ 10,000 | |||||
Cumulative preferred dividend rate | 8% | |||||
Conversion price | $ 65 | |||||
Dividends per share | $ 20 | |||||
Dividends on preferred stock | $ 69 | $ 950 | ||||
Series C Preferred Stock | Level 2 | ||||||
Capital Stock and Changes in Capital Accounts | ||||||
Fair Value | 7,570 | |||||
Series C Preferred Stock | Dividend declared | ||||||
Capital Stock and Changes in Capital Accounts | ||||||
Dividends on preferred stock | 69 | 950 | ||||
Series C Preferred Stock | Dividend paid | ||||||
Capital Stock and Changes in Capital Accounts | ||||||
Dividends on preferred stock | $ 0 | $ 780 | ||||
Series C Preferred Stock | Diana Shipping Inc | ||||||
Capital Stock and Changes in Capital Accounts | ||||||
Preferred stock, shares issued | 10,000 | |||||
Trading period for measurement of volume weighted average price to calculate conversion rate | 10 days | |||||
Maximum percentage of outstanding common shares that can be held by related party after share conversion | 49% | |||||
Series C Preferred Stock | Diana Shipping Inc | Level 2 | ||||||
Capital Stock and Changes in Capital Accounts | ||||||
Fair Value | $ 7,570 |
Capital Stock and Changes in _7
Capital Stock and Changes in Capital Accounts - Equity Incentive Plan (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Apr. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 23, 2022 | |
Capital Stock and Changes in Capital Accounts | ||||
Compensation cost on restricted stock | $ 568 | |||
Executive management and non-executive directors | ||||
Capital Stock and Changes in Capital Accounts | ||||
Number of shares granted | 1,982 | |||
2021 Equity Incentive Plan | ||||
Capital Stock and Changes in Capital Accounts | ||||
Service period | 2 years | |||
Total unrecognized compensation cost relating to restricted shares awards | 1,022 | |||
2021 Equity Incentive Plan | General and administrative expenses | ||||
Capital Stock and Changes in Capital Accounts | ||||
Compensation cost on restricted stock | $ 0 | $ 568 | ||
Series C Preferred Stock | Executive management and non-executive directors | ||||
Capital Stock and Changes in Capital Accounts | ||||
Number of shares granted | 1,982 | |||
Fair value, options | $ 1,590 | |||
Series C Preferred Stock | 2021 Equity Incentive Plan | ||||
Capital Stock and Changes in Capital Accounts | ||||
Number of shares authorized | 10,000 | |||
Number of shares granted | 1,982 | |||
Stock remained reserved for issuance | 10,000 | |||
Series C Preferred Stock | 2021 Equity Incentive Plan | Executive management and non-executive directors | ||||
Capital Stock and Changes in Capital Accounts | ||||
Number of shares granted | 1,982 | |||
Fair value, options | $ 1,590 | |||
Restricted shares | 2021 Equity Incentive Plan | ||||
Capital Stock and Changes in Capital Accounts | ||||
Compensation cost expected to be recognized | 1 year 3 months 14 days |
Capital Stock and Changes in _8
Capital Stock and Changes in Capital Accounts - Dividend to common stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||||||
Aug. 31, 2022 | Aug. 12, 2022 | Jul. 27, 2022 | Jun. 21, 2022 | Jun. 14, 2022 | May 30, 2022 | Apr. 13, 2022 | Apr. 11, 2022 | Apr. 01, 2022 | Mar. 18, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | |
Capital Stock and Changes in Capital Accounts | |||||||||||||
Common stock dividends per share declared | $ 0.1 | $ 0.1 | $ 0.5 | ||||||||||
Common stock, shares issued | 10,183,996 | 882,024 | 882,024 | ||||||||||
Common stock, shares outstanding | 10,183,996 | 882,024 | 882,024 | ||||||||||
Payments of dividends | $ 443 | $ 443 | $ 2,215 | $ 3,101 | |||||||||
Class A warrants | |||||||||||||
Capital Stock and Changes in Capital Accounts | |||||||||||||
Cash paid to warrant holders per share | $ 0.1 | $ 0.1 | $ 0.5 | ||||||||||
Payments of dividends | 144 | $ 144 | $ 724 | ||||||||||
Common Stock | |||||||||||||
Capital Stock and Changes in Capital Accounts | |||||||||||||
Common stock, shares issued | 2,982,909 | 2,982,909 | 2,982,909 | ||||||||||
Common stock, shares outstanding | 2,982,909 | 2,982,909 | 2,982,909 | ||||||||||
Payments of dividends | $ 299 | $ 299 | $ 1,491 | $ 2,089 | |||||||||
Common Stock | Class A warrants | |||||||||||||
Capital Stock and Changes in Capital Accounts | |||||||||||||
Aggregate number of shares called by warrants exercisable | 1,447,400 | 1,447,400 | 1,447,400 |
Capital Stock and Changes in _9
Capital Stock and Changes in Capital Accounts - Series D Preferred Stock (Details) - USD ($) | 12 Months Ended | ||||||||
Jan. 17, 2023 | Dec. 15, 2022 | Dec. 13, 2022 | Nov. 28, 2022 | Sep. 21, 2022 | Dec. 31, 2022 | Dec. 29, 2022 | Sep. 20, 2022 | Dec. 31, 2021 | |
Capital Stock and Changes in Capital Accounts | |||||||||
Preferred stock, shares issued | 519,172 | 510,000 | |||||||
Preferred stock, shares outstanding | 519,172 | 510,000 | |||||||
Diana Shipping Inc stockholders | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Series D preferred stock exchanged for common stock (in shares) | 15,828 | ||||||||
Series D Preferred Stock | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Vessel acquisitions, equity issued, number of Shares | 25,000 | ||||||||
Preferred Stock, Par Value Per Share | $ 0.01 | ||||||||
Preferred Stock, Stated Value Per Share | $ 1,000 | ||||||||
Liquidation preference | $ 1,000 | ||||||||
Series D preferred stock exchanged for common stock (in shares) | (15,828) | ||||||||
Trading period for measurement of volume weighted average price to calculate conversion rate | 10 days | ||||||||
Preferred stock, shares issued | 9,172 | ||||||||
Preferred stock, shares outstanding | 9,172 | 9,172 | |||||||
Excess value per share of common stock | $ 0.00186 | ||||||||
Excess value of shares of common stock | $ 134,000 | ||||||||
Dividend rate of preferred stock per annum | 7% | ||||||||
Dividends on preferred stock | $ 117,000 | ||||||||
Maximum Beneficial Ownership Percentage | 49% | ||||||||
Aggregate liquidation preference | $ 25,000,000 | ||||||||
Dividends per share | $ 17.50 | ||||||||
Series D Preferred Stock | Subsequent Event [Member] | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Dividends on preferred stock | $ 135 | ||||||||
Series D Preferred Stock | Diana Shipping Inc stockholders | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Number of shares distributed | 9,172 | ||||||||
Series D Preferred Stock | Dividend declared | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Dividends on preferred stock | $ 117,000 | ||||||||
Series D Preferred Stock | Dividend paid | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Dividends on preferred stock | $ 117,000 | ||||||||
Series D Preferred Stock | Level 1 | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Fair value of the common shares exchanged | $ 11,277,000 | ||||||||
Series D Preferred Stock | Level 2 | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Fair Value | $ 17,600,000 | ||||||||
Common Stock | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Series D preferred stock exchanged for common stock (in shares) | 7,201,087 | ||||||||
M/V Baltimore | Level 2 | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Fair Value | $ 17,600,000 | ||||||||
M/V Baltimore | Series D Preferred Stock | |||||||||
Capital Stock and Changes in Capital Accounts | |||||||||
Preferred stock, shares issued | 25,000 | 25,000 |
Earnings _ (Loss) per Share - A
Earnings / (Loss) per Share - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 | Jun. 21, 2022 | Jun. 14, 2022 | Apr. 11, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 21, 2022 | |
Earnings / (Loss) per Share | ||||||||
Dividends declared | $ 0 | |||||||
Payments of dividends | $ 443 | $ 443 | $ 2,215 | $ 3,101 | ||||
Common Stock | ||||||||
Earnings / (Loss) per Share | ||||||||
Payments of dividends | $ 299 | $ 299 | $ 1,491 | 2,089 | ||||
Class A warrant | ||||||||
Earnings / (Loss) per Share | ||||||||
Payments of dividends | $ 1,012 | |||||||
Series C Preferred Stock | ||||||||
Earnings / (Loss) per Share | ||||||||
Dilution from conversion of the stock | 345,545 | |||||||
Series D Preferred Stock | ||||||||
Earnings / (Loss) per Share | ||||||||
Maximum Beneficial Ownership Percentage | 49% | |||||||
Series C and series D preferred stock | ||||||||
Earnings / (Loss) per Share | ||||||||
Maximum Beneficial Ownership Percentage | 49% |
Earnings _ (Loss) per Share (De
Earnings / (Loss) per Share (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings / (Loss) per Share | |||||
Net (loss)/income | $ 134,000 | $ 750,983 | $ (326,000) | $ (3,795,959) | $ (1,862,852) |
Less deemed dividend on Series D Preferred Stock upon redemption for issuance of common stock | 0 | (134,000) | |||
Less dividends on series C Preferred Stock | (69,000) | (950,000) | |||
Less dividends on series D Preferred Stock | (252,000) | ||||
Less dividends on Class A warrants | 0 | (1,012,000) | |||
Net (loss)/earnings attributed to common stockholders | $ 65,000 | $ (2,674,000) | |||
Weighted average number of common stock, basic | 882,024 | 3,113,108 | |||
Effect of dilutive shares | 345,545,000 | ||||
Weighted average number of common stock, diluted | 1,227,569 | 3,113,108 | |||
(Loss)/Earnings per share, basic | $ 0.07 | $ (0.86) | |||
(Loss)/Earnings per share, diluted | $ 0.05 | $ (0.86) |
Income Taxes (Details)
Income Taxes (Details) - UNITED STATES | Dec. 31, 2022 |
Income Taxes | |
Potential federal income tax rate on proportion of gross income | 4% |
Percentage of gross charter revenue that could potentially be subject to federal income tax | 50% |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Disclosures (Details) - Revenue Benchmark - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
A | ||
Concentration of credit risk | ||
Percentage of time charter revenues | 20% | |
B | ||
Concentration of credit risk | ||
Percentage of time charter revenues | 14% | |
C | ||
Concentration of credit risk | ||
Percentage of time charter revenues | 12% | |
D | ||
Concentration of credit risk | ||
Percentage of time charter revenues | 11% | 32% |
E | ||
Concentration of credit risk | ||
Percentage of time charter revenues | 35% | |
F | ||
Concentration of credit risk | ||
Percentage of time charter revenues | 26% |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Disclosures - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Dec. 13, 2022 | Apr. 15, 2022 USD ($) shares | Nov. 29, 2021 USD ($) subsidiary shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 21, 2022 USD ($) shares | Sep. 20, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Jun. 30, 2021 shares | Apr. 30, 2021 shares | |
Financial Instruments and Fair Value Disclosures | |||||||||
Maximum exposure to credit risk on charter contracts with significant customers | $ | $ 215 | $ 811 | |||||||
Preferred stock, shares issued | shares | 519,172 | 510,000 | |||||||
Percentage of Discount Factor | 12.70% | ||||||||
Percentage of Risk Free Rate | 1% | ||||||||
Executive management and non-executive directors | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Number of shares granted | shares | 1,982 | ||||||||
Series C Preferred Stock | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Preferred stock, shares issued | shares | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||
Conversion price | $ / shares | $ 65 | ||||||||
Series C Preferred Stock | Executive management and non-executive directors | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Number of shares granted | shares | 1,982 | ||||||||
Fair value | $ | $ 1,590 | ||||||||
Series D Preferred Stock | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Preferred stock, shares issued | shares | 9,172 | ||||||||
Trading day trailing VWAP | 10 days | ||||||||
Level 2 | Series C Preferred Stock | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Fair Value | $ | $ 7,570 | ||||||||
Level 2 | Series D Preferred Stock | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Fair Value | $ | $ 17,600 | ||||||||
Diana Shipping Inc | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Number of vessel-owning subsidiaries contributed | subsidiary | 3 | ||||||||
Diana Shipping Inc | Series C Preferred Stock | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Preferred stock, shares issued | shares | 10,000 | ||||||||
Trading day trailing VWAP | 10 days | ||||||||
Diana Shipping Inc | Level 2 | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Number of vessel-owning subsidiaries contributed | subsidiary | 3 | ||||||||
Aggregate fair value of vessels | $ | $ 46,040 | ||||||||
Diana Shipping Inc | Level 2 | Series C Preferred Stock | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Fair Value | $ | $ 7,570 | ||||||||
M/V Baltimore | Series D Preferred Stock | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Preferred stock, shares issued | shares | 25,000 | 25,000 | |||||||
M/V Baltimore | Level 2 | |||||||||
Financial Instruments and Fair Value Disclosures | |||||||||
Fair Value | $ | $ 17,600 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||||||
Mar. 27, 2023 | Mar. 07, 2023 | Feb. 08, 2023 | Feb. 01, 2023 | Jan. 17, 2023 | Jan. 06, 2023 | Sep. 21, 2022 | Apr. 15, 2022 | Feb. 08, 2022 | Dec. 31, 2022 | Sep. 25, 2023 | Dec. 29, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | |
Subsequent Events | ||||||||||||||||
Preferred stock, shares outstanding | 519,172 | 510,000 | ||||||||||||||
Executive management and non-executive directors | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Share period | 1,982 | |||||||||||||||
Series C preferred stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Dividends paid | $ 780 | |||||||||||||||
Preferred stock, shares outstanding | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||
Series C preferred stock | Executive management and non-executive directors | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Share period | 1,982 | |||||||||||||||
Series D Preferred Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Dividends paid | $ 117 | |||||||||||||||
Preferred stock, shares outstanding | 9,172 | 9,172 | ||||||||||||||
Vessel acquisitions, equity issued, number of Shares | 25,000 | |||||||||||||||
Series D Preferred Stock | m/v Melia | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Issuance of stock (in shares) | 13,157 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Price per unit | $ 1 | $ 1 | ||||||||||||||
Period during which company's share price regained compliance with minimum bid price requirements | 10 days | |||||||||||||||
Subsequent Event | Series C preferred stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Dividends paid | $ 240 | |||||||||||||||
Dividend declared | $ 269 | |||||||||||||||
Issuance of stock (in shares) | 10,000 | |||||||||||||||
Subsequent Event | Series C preferred stock | Executive management and non-executive directors | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of shares grant | 3,332 | |||||||||||||||
Subsequent Event | Series D Preferred Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Dividends paid | $ 161 | |||||||||||||||
Dividend declared | $ 327 | |||||||||||||||
Subsequent Event | Common Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Price per unit | $ 1 | |||||||||||||||
Subsequent Event | Diana Shipping Inc | Series D Preferred Stock | m/v Melia | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Agreed purchase price in memorandum of agreement | $ 14,000 | |||||||||||||||
Payments of advances for vessel acquisitions | $ 4,000 | |||||||||||||||
Non-cash payments of remaining amount for vessel acquisition | $ 10,000 | |||||||||||||||
Vessel acquisitions, equity issued, number of Shares | 13,157 |
Subsequent Events - Registered
Subsequent Events - Registered Direct Offering and others (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 27, 2023 shares | Mar. 20, 2023 USD ($) Vote $ / shares shares | Mar. 07, 2023 shares | Feb. 10, 2023 $ / shares shares | Feb. 08, 2023 $ / shares shares | Dec. 31, 2023 USD ($) | Mar. 21, 2023 $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 29, 2023 shares | Mar. 15, 2023 $ / shares | Dec. 31, 2021 $ / shares shares | Nov. 30, 2021 $ / shares | Nov. 29, 2021 $ / shares shares | Jun. 30, 2021 shares | Apr. 30, 2021 shares | |
Subsequent Events | ||||||||||||||||
Preferred stock, shares issued | 519,172 | 510,000 | ||||||||||||||
Preferred stock, par value (in dollar per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Steamship Shipbroking Enterprises Inc | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Cash bonus | $ | $ 185,000 | |||||||||||||||
Pre-funded warrants | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of warrants exercised | 2,500,000 | |||||||||||||||
Series C Preferred Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Preferred stock, shares issued | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||
Preferred stock, par value (in dollar per share) | $ / shares | $ 0.01 | |||||||||||||||
Subsequent Event | Forecast | Steamship Shipbroking Enterprises Inc | Brokerage service agreement | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Monthly brokerage fees | $ | $ 95,000 | |||||||||||||||
Subsequent Event | Forecast | Steamship Shipbroking Enterprises Inc | Brokerage service agreement | Maximum | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Monthly brokerage fees | $ | $ 150,000 | |||||||||||||||
Subsequent Event | Series C Preferred Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Share issued during the period | 10,000 | |||||||||||||||
Subsequent Event | Series C Preferred Stock | Restricted shares | 2021 Equity Incentive Plan | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of shares grant | 3,332 | |||||||||||||||
Vesting period | 2 years | |||||||||||||||
Subsequent Event | Series E Preferred Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Share issued during the period | 1,200 | |||||||||||||||
Preferred stock, par value (in dollar per share) | $ / shares | $ 0.01 | |||||||||||||||
Purchase price | $ | $ 35 | |||||||||||||||
Number of votes per share | Vote | 25,000 | |||||||||||||||
Trading period for measurement of volume weighted average price to calculate conversion rate | 10 days | |||||||||||||||
Subsequent Event | Series E Preferred Stock | Maximum | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Percentage of the total number of votes | 15% | |||||||||||||||
Subsequent Event | Registered direct offering | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Units issued during period | 15,000,000 | |||||||||||||||
Price per unit | $ / shares | $ 1.01 | |||||||||||||||
Subsequent Event | Registered direct offering | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Units issued during period | 15,000,000 | |||||||||||||||
Price per unit | $ / shares | $ 1.01 | |||||||||||||||
Maximum beneficial ownership (in percentage) | 4.99% | |||||||||||||||
Warrants, expiration period from issuance | 5 years | |||||||||||||||
Warrant exercise price | $ / shares | $ 1.01 | |||||||||||||||
Subsequent Event | Registered direct offering | Pre-funded warrants | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Warrants sold during period | 2,700,000 | |||||||||||||||
Number of warrants exercised | 1,750,000 | |||||||||||||||
Outstanding warrants exercisable | 950,000 | |||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | |||||||||||||||
Subsequent Event | Registered direct offering | Pre-funded warrants | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of warrants in a unit | 1 | |||||||||||||||
Subsequent Event | Registered direct offering | Class B warrant | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Warrants sold during period | 15,000,000 | |||||||||||||||
Outstanding warrants exercisable | 15,000,000 | |||||||||||||||
Warrant exercise price | $ / shares | $ 1.01 | |||||||||||||||
Subsequent Event | Registered direct offering | Class B warrant | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of warrants in a unit | 1 | |||||||||||||||
Subsequent Event | Registered direct offering | Common Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Share issued during the period | 12,300,000 | |||||||||||||||
Subsequent Event | Registered direct offering | Common Stock | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of shares in a unit | 1 | |||||||||||||||
Exercise price | $ / shares | $ 0.01 | |||||||||||||||
Subsequent Event | Registered direct offering | Common Stock | Pre-funded warrants | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of shares called per warrant | 1 | |||||||||||||||
Subsequent Event | Registered direct offering | Common Stock | Class B warrant | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of shares called per warrant | 1 | |||||||||||||||
Subsequent Event | Registered direct offering | Common Stock | Class B warrant | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of shares called per warrant | 1 | |||||||||||||||
Subsequent Event | Private placement for unregistered warrants | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Number of shares called per warrant | 1 | |||||||||||||||
Number of shares called per warrant if cashless exercise option is executed | 0.75 | |||||||||||||||
Subsequent Event | Private placement for unregistered warrants | Common Stock | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Aggregate number of shares called by warrants sold | 15,000,000 | |||||||||||||||
Warrant exercise price | $ / shares | $ 1.01 | |||||||||||||||
Subsequent Event | Private placement for unregistered warrants | Common Stock | Terms of registered direct offering if executed | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Aggregate number of shares called by warrants sold | 15,000,000 | |||||||||||||||
Subsequent Event | Private placement for warrants | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Outstanding warrants exercisable | 15,000,000 | |||||||||||||||
Subsequent Event | Unregister Private Placed Warrant | ||||||||||||||||
Subsequent Events | ||||||||||||||||
Outstanding warrants exercisable | 15,000,000 |
COMBINED CARVE-OUT BALANCE SHEE
COMBINED CARVE-OUT BALANCE SHEET | Dec. 31, 2020 USD ($) |
OceanPal Inc. Predecessors [Member] | |
CURRENT ASSETS: | |
Cash and cash equivalents | $ 39,638 |
Accounts receivable, trade, net of allowance for doubtful accounts | 1,035,069 |
Due from a related party | 1,169,637 |
Inventories | 181,973 |
Insurance claims | 941,488 |
Prepaid expenses | 869,662 |
Total current assets | 4,237,467 |
FIXED ASSETS: | |
Vessels, net | 32,249,299 |
Total fixed assets | 32,249,299 |
OTHER NON-CURRENT ASSETS: | |
Deferred charges, net | 701,773 |
Total assets | 37,188,539 |
CURRENT LIABILITIES: | |
Accounts payable, trade and other | 133,566 |
Due to related parties | 115,280 |
Accrued liabilities | 1,637,623 |
Total current liabilities | 1,886,469 |
PARENT EQUITY: | |
Parent investment, net (Note 6) | 144,274,678 |
Accumulated deficit | (108,972,608) |
Total stockholders' equity | 35,302,070 |
Total liabilities and stockholders' equity | $ 37,188,539 |
COMBINED CARVE-OUT BALANCE SH_2
COMBINED CARVE-OUT BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Apr. 15, 2021 |
Preferred stock, par value (in dollar per share) | $ 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 | 519,172 | 510,000 | |||
Preferred Stock, Shares Outstanding | 519,172 | 510,000 | |||
Common stock, par value (in dollar per share) | $ 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 | 10,183,996 | 882,024 | 882,024 | ||
Common stock, shares outstanding | 10,183,996 | 882,024 | 882,024 | ||
OceanPal Inc. Predecessors [Member] | |||||
Common stock, par value (in dollar per share) | $ 0.01 | ||||
Common Stock, Shares Authorized | 500 |
COMBINED CARVE-OUT STATEMENTS O
COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | 11 Months Ended |
Nov. 29, 2021 USD ($) | |
OTHER EXPENSES | |
Net (loss)/income | $ 750,983 |
OceanPal Inc. Predecessors [Member] | |
REVENUES: | |
Time charter revenues (Note 2(o)) | 11,342,529 |
EXPENSES: | |
Voyage expenses (Note 2(o)) | 418,022 |
Vessel operating expenses (Note 2(p)) | 6,200,109 |
Depreciation and amortization of deferred charges (Note 4) | 2,192,911 |
General and administrative expenses (Note 6) | 1,104,894 |
Management fees to related parties | 683,121 |
Other operating income | (9,427) |
Operating (loss)/income | 752,899 |
OTHER EXPENSES | |
Finance costs | (1,916) |
Net (loss)/income | $ 750,983 |
COMBINED CARVE-OUT STATEMENTS_2
COMBINED CARVE-OUT STATEMENTS OF PARENTS' EQUITY - USD ($) | Parent Company Investment, net OceanPal Inc. Predecessors [Member] | Retained Earnings [Member] OceanPal Inc. Predecessors [Member] | Retained Earnings [Member] | OceanPal Inc. Predecessors [Member] | Total |
Balance at the beginning at Dec. 31, 2018 | $ 141,543,044 | $ (103,313,797) | $ 38,229,247 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Parent Distribution, net (Note 6) | (1,504,222) | (1,504,222) | |||
Net Income (loss) and comprehensive loss | (1,862,852) | (1,862,852) | $ (1,862,852) | ||
Balance at the end at Dec. 31, 2019 | 140,038,822 | (105,176,649) | 34,862,173 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Parent Investment, net (Note 6) | 4,235,856 | 4,235,856 | |||
Net Income (loss) and comprehensive loss | (3,795,959) | (3,795,959) | (3,795,959) | ||
Balance at the end at Dec. 31, 2020 | 144,274,678 | (108,972,608) | 35,302,070 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Parent Distribution, net (Note 6) | (3,196,728) | (3,196,728) | |||
Net Income (loss) and comprehensive loss | 750,983 | 750,983 | 750,983 | ||
Balance at the end at Nov. 29, 2021 | $ 141,077,950 | $ (108,221,625) | $ 32,856,325 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net Income (loss) and comprehensive 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) and comprehensive loss | (326,000) | (326,000) | |||
Balance at the end at Dec. 31, 2022 | $ (2,321,000) | $ 76,559,000 |
COMBINED CARVE-OUT STATEMENTS_3
COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows provided by Operating Activities: | |||
Net (loss)/income | $ 750,983 | $ (3,795,959) | $ (1,862,852) |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | |||
Depreciation and amortization of deferred charges | 2,192,911 | 2,151,977 | 2,479,432 |
Asset impairment charge (Note 4) | 3,047,978 | ||
Vessel fair value adjustment (Note 4) | (200,500) | ||
(Increase) / Decrease in: | |||
Accounts receivable, trade, net of allowance for doubtful accounts | 169,243 | (725,324) | (302,696) |
Due from a related party | (14,418) | (1,167,746) | (1,891) |
Inventories | (26,611) | (13,199) | 392,255 |
Insurance Claims | 941,488 | 1,145,969 | (2,078,347) |
Prepaid expenses | 191,097 | (155,786) | (403,488) |
Increase / (Decrease) in: | |||
Accounts payable, trade and other | 87,213 | (47,062) | (160,921) |
Due to related parties | (115,280) | (122,741) | 220,261 |
Accrued liabilities | (1,125,141) | 1,189,260 | 202,046 |
Deferred revenue | 135,080 | (155,877) | (90,092) |
Drydock costs | (5,535) | (826,180) | (2,234) |
Net cash provided by Operating Activities | 3,181,030 | (2,723,168) | 1,439,451 |
Cash Flows used in Investing Activities: | |||
Payments for vessel improvements and vessel acquisitions | (23,850) | (1,474,965) | |
Net cash used in Investing Activities | (23,850) | (1,474,965) | |
Cash Flows provided by Financing Activities: | |||
Parent investment/(distribution), net | (3,196,728) | 4,235,856 | (1,504,222) |
Net cash provided by Financing Activities | (3,196,728) | 4,235,856 | (1,504,222) |
Net increase in cash and cash equivalents | (39,548) | 37,723 | (64,771) |
Cash and cash equivalents at beginning of the year/period | 39,638 | 1,915 | 66,686 |
Cash and cash equivalents at end of the year/period | 90 | 39,638 | 1,915 |
OceanPal Inc. Predecessors [Member] | |||
Cash Flows provided by Operating Activities: | |||
Net (loss)/income | $ 750,983 | (3,795,959) | (1,862,852) |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | |||
Asset impairment charge (Note 4) | 3,047,978 | ||
Cash Flows provided by Financing Activities: | |||
Parent investment/(distribution), net | $ 4,200,000 | $ 1,500,000 |
Basis of Presentation and Gen_3
Basis of Presentation and General Information | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Basis of Presentation and General Information | 1.Basis of Presentation and General Information The accompanying consolidated financial statements include the accounts of OceanPal Inc. (the ‘‘Company”, or “OceanPal”, or “OP”), and its wholly-owned subsidiaries (collectively, the “Company”). OP was incorporated by Diana Shipping Inc. (“Diana Shipping” or “DSI”) on April 15, 2021 under the laws of the Republic of the Marshall Islands, having a share capital of 500 shares, par value $0.01 per share, issued to DSI (Note 3 (c)). In November 2021 and December 22, 2022, 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 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’s stockholders and DSI, respectively (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 Capital Market under the ticker symbol “OP”. Effective December 22, 2022, the Company effected a one-for-ten reverse stock split on its issued and outstanding common stock (Note 6(a)). All share and per share amounts disclosed in the accompanying consolidated financial statements give effect to this reverse stock split retroactively, for the periods presented. The comparative consolidated financial statements have been presented for the period from inception (April 15, 2021) through December 31, 2021. They include only the accounts of OceanPal Inc. from inception date April 15, 2021 through November 29, 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 under OceanPal Inc.’s ownership started. Operations prior to the November 30, 2021 consisted principally of organizational expenses. 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. As at December 31, 2022, 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) and 4), ● 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) and 4), ● 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 4), and ● Darrit Shipping Company Inc., a company incorporated in the Republic of the Marshall Islands on June 02, 2022, owner of the 2005 built Capesize dry bulk carrier Baltimore (Note 3(c) and 4). 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: Additionally, the ongoing 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. 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. Also, the Company monitors elevated inflation in the United States of America, Eurozone and other countries, including ongoing global prices pressures in the wake of the war in Ukraine, driving up energy prices, commodity prices, which continue to have a moderate effect on the Company’s operating expenses. | |
OceanPal Inc. Predecessors [Member] | ||
Basis of Presentation and General Information | 1. Basis of Presentation and General Information OceanPal Inc., (the “Company”, or “OceanPal”), was incorporated by Diana Shipping Inc. (or ”DSI” or “Parent”), as a wholly owned subsidiary, on April 15, 2021 under the laws of the Republic of the Marshall Islands, having an authorized share capital of 500 shares, par value $0.01 per share, issued to the Parent. The Company was formed to serve as the holding company of the following three of the Parent’s vessel-owning subsidiaries (the “Subsidiaries”, or “OceanPal Inc. Predecessors”): ● Cypres Enterprises Corp., a company incorporated in the Republic of Panama on September 7, 2000, owner of the 2004 built Panamax dry bulk carrier Protefs, ● Darien Compania Armadora S.A., a company incorporated in the Republic of Panama on December 22, 1993, owner of the 2005 built Panamax dry bulk carrier Calipso and ● Marfort Navigation Company Limited, a company incorporated in the Republic of Cyprus on August 10, 2007, owner of the 2005 built Capesize dry bulk carrier Salt Lake City; As of November 29, 2021, the Parent contributed the Subsidiaries to OceanPal and, as the sole shareholder of the Company, distributed the Company’s common shares to its shareholders on a pro rata basis upon consummation of a spin-off transaction (Note 9 (a)). The accompanying predecessor combined carve-out financial statements are those of the Subsidiaries for the period presented using the historical carrying costs of the assets and the liabilities of the ship-owning companies above from the dates of their incorporation. The Company is a global provider of shipping transportation services, specializing in the ownership of vessels. Each of our vessels is owned through a separate wholly-owned subsidiary. In 2020, the outbreak of the COVID-19 virus had a negative effect on the global economy and has adversely impacted the international dry-bulk shipping industry in which the OceanPal Inc. Predecessors operated. The impact of the outbreak of COVID-19 virus resulted in low time charter rates throughout the year, decreased revenues and increased crew and dry-docking costs. For 2021, there were signs of improvement in the dry-bulk market and overall operations, though the impact of the outbreak of COVID-19 is still present. As the situation continues to evolve, it is difficult to predict the long-term impact of the pandemic on the industry. As a result, many of the estimates and assumptions, mainly future revenues for unfixed days, carry a higher degree of variability and volatility. The Company is constantly monitoring the developing situation, as well as charterers’ response to the severe market disruption and is taking necessary precautions to address and mitigate, to the extent possible, the impact of COVID-19 to the Company. |
Significant Policies
Significant Policies | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Significant Accounting Policies - Recent Accounting Pronouncements | 2. Significant Accounting Policies – Recent Accounting Pronouncements 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 i) Impairment of Long-Lived Assets: In developing estimates of future undiscounted projected net operating cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to future charter rates for the unfixed days and future fleet utilization rate. Other assumptions used, 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; estimated remaining useful life of each vessel and the vessels’ residual value if sold for scrap. The assumptions used to develop estimates of future undiscounted projected net operating cash flows are based on historical trends as well as future expectations, employment prospects under the then current market conditions and vessels’ age. In particular, for the unfixed days, the Company uses the most recent ten -year six ten six impairment j) Vessel Depreciation: k) Accounting for Dry-Docking Costs l) Concentration of Credit Risk m) Accounting for Revenues and Expenses: 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 provision for credit u) Evaluation of Nonmonetary Transactions: v) Distinguishing liabilities from equity: w) Redemption of Shares of Convertible Preferred Stock for issuance of Shares of Common Stock: x) Offering Expenses: New Accounting Pronouncements - Not Yet Adopted There are no recent accounting pronouncements, the adoption of which is expected to have a material impact on the Company’s consolidated financial statements and related disclosures in the current or any future periods. | |
OceanPal Inc. Predecessors [Member] | ||
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: 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 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. In 2019, the 1 year time charter rates did not include the rate for 2010, as it had been previously considered by Parent well above the average. Other than that, historical ten-year blended average one-year time charter rates are in line with the OceanPal Inc. Predecessors’ overall chartering strategy, they reflect the full operating history of vessels of the same type and particulars with the OceanPal Inc. Predecessors’ operating fleet and they cover at least a full business cycle, where applicable. 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. Assumptions are in line with the OceanPal Inc. Predecessors’ historical performance and expectations for future fleet utilization under their current fleet deployment strategy. 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 its fair value is recognized in the OceanPal Inc. Predecessors’ accounts as impairment loss. No impairment loss was identified or recorded in 2019, in 2020 and in the period from January 1, 2021, to November 29, 2021 due to this exercise. However, an impairment charge amounting to $3,047,978 recorded in 2019 for vessel Calipso, which was classified as held for sale (Note 4). l) Vessel Depreciation: m) Accounting for Dry-Docking Costs: n) Concentration of Credit Risk: o) Accounting for Revenues and Expenses: p) Repairs and Maintenance: q) Segmental Reporting: r) Fair Value Measurements: s) Going concern: t) Financial Instruments, credit losses: Recent Accounting Pronouncements — Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. OceanPal Inc. Predecessors have assessed the impact of this new accounting guidance and the adoption of this ASU is not expected to have a material impact on the combined carve-out financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The impact of this new accounting guidance and the adoption of this ASU has been assessed and it is expected that it does not have a material impact on the OceanPal Inc. Predecessors’ combined carve-out financial statements and related disclosures. |
Transactions with related par_5
Transactions with related parties | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Transactions with related parties | 3.Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: b) Steamship Shipbroking Enterprises Inc. or Steamship: c) Diana Shipping Inc., or DSI: Spin-Off one hundred 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 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 and 9). The fair value of other assets contributed to the Company, mainly comprising lubricating oils and bunkers, amounting to $1,044 in aggregate, 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 through Level 2 inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of the Spin-Off (Note 6(d),6(e) and 9). Acquisition of M/V Baltimore: Stock Dividend As a result of the DSI Stock Dividend, 15,828 shares of Series D Preferred Stock of the Company, were redeemed through the issuance of 7,201,087 of the Company’s shares of common stock, and 9,172 shares of the Company’s Series D Preferred Stock were distributed to DSI stockholders (Note 6(a) and 6(h)). As of December 31, 2022, there was no amount | |
OceanPal Inc. Predecessors [Member] | ||
Transactions with related parties | 3. Transactions with related parties a) Diana Wilhelmsen Management Limited, or DWM: b) Diana Shipping Services S.A., or DSS: |
Vessels
Vessels | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Advances for vessel acquisitions and Vessels, net | 4.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, for a purchase price of $22,000 . Of the total purchase price, 20% , or $4,400 , was paid in cash upon signing of the Memorandum of Agreement, and the remaining amount of $17,600 was paid upon delivery of the vessel to the Company, in the form of 25,000 shares of the Company’s Series D Preferred Stock (Note 3(c) and Note 6(h)). The vessel was delivered to the Company on September 20, 2022. 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 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 (Note 10(d)). 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 DSI in connection with the Spin-Off (Note 3(c)). Vessel improvements Vessel improvements mainly relate to the implementation of ballast water treatment system and other works necessary for the vessels to comply with new regulations and be able to navigate to additional ports. The amounts reflected in “Vessels, net” in the accompanying consolidated balance sheets 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 -Vessel acquisitions 22,000 — 22,000 -Additions for improvements 694 — 694 - Depreciation for the year — (4,750) (4,750) Balance, December 31, 2022 $ 68,776 $ (5,104) $ 63,672 | |
OceanPal Inc. Predecessors [Member] | ||
Advances for vessel acquisitions and Vessels, net | 4. Vessels On December 24, 2019, Darien Compania Armadora S.A. entered into a Memorandum of Agreement to sell to an unaffiliated third party the vessel Calipso, 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 |
Commitments and Contingencies_2
Commitments and Contingencies | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Commitments and Contingencies | 5. Commitments and Contingencies a) b) | |
OceanPal Inc. Predecessors [Member] | ||
Commitments and Contingencies | 5. Commitments and Contingencies a) b) c) |
Parent Investment
Parent Investment | 11 Months Ended |
Nov. 29, 2021 | |
OceanPal Inc. Predecessors [Member] | |
Parent Investment | 6. Parent Investment, net Parent investment, net consists of the amounts contributed by the Parent to finance part of the acquisition cost of the vessels, intercompany amounts due to or from the Parent which are forgiven and treated as contributions or distributions of capital and other general and administrative expenses allocated to the OceanPal Inc. Predecessors by Parent. Allocated general and administrative expenses include expenses of Parent such as executive’s cost, legal, treasury, regulatory compliance and other costs. These expenses were allocated on a pro rata basis, based on the number of ownership days of the Subsidiaries’ vessels compared to the number of ownership days of the total DSI fleet. Such allocations are believed to be reasonable, but may not reflect the actual costs if the OceanPal Inc. Predecessors had operated as a standalone company. For the period from January 1, 2021 through November 29, 2021, and for 2019, capital distribution amounted to $3.2 million and $1.5 million, respectively. Capital contribution during 2020 amounted to $4.2 million. As part of Parent, OceanPal Inc. Predecessors are dependent upon Parent for all of their working capital and financing requirements, as Parent uses a centralized approach to cash management and financing of their operations. Financial transactions relating to OceanPal Inc. Predecessor are accounted for through the Parent equity account and reflected in the combined carve-out statements of Parent’s equity as an increase or decrease in Parent investment. Accordingly, none of Parent’s cash, cash equivalents or debt at the corporate level have been assigned to the OceanPal Inc. Predecessors in the combined carve-out financial statements. Parent equity, net represents Parent’s interest in the recorded net assets of the OceanPal Inc. Predecessors. All significant intercompany accounts and transactions between the businesses comprising the OceanPal Inc. Predecessors have been eliminated in the accompanying combined carve-out financial statements. |
Fair Value measurements and Ris
Fair Value measurements and Risk management | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Fair Value measurements and Risk management | 9.Financial Instruments and Fair Value Disclosures Concentration of credit risk: For the year ended December 31, 2022 and for the period from inception (April 15, 2021) through December 31, 2021, charterers that individually accounted for 10% or more of the Company’s time charter revenues were as follows: Charterer 2022 2021 A 20 % — B 14 % — C 12 % — D 11 % 32 % E — 35 % F — 26 % 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 $215 and to $811 as of December 31, 2022 and 2021, respectively. Fair value of assets, liabilities and equity instruments classified in stockholders’ equity: 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). Also, on the same date, the Company distributed 10,000 Series C Preferred Stock to DSI which has been recorded at a fair value of $7,570 determined through Level 2 inputs of the fair value hierarchy based on valuation obtained by an independent third party for the purposes of the Spin-Off (Note 3(c) and 6(e)). 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 $1,590, 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 (Note 6(f)). On September 20, 2022, the Company acquired M/V Baltimore from DSI. The non-cash consideration part of the total purchase price paid in the form of 25,000 Series D Preferred Stock as of the vessel acquisition date has been recorded at a fair value of $17,600 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 (Note 3(c) and 6(h)). The fair values of the above instruments as of the measurement dates were based on the present values of the future cash outflows derived from dividends payable under each equity instrument, assuming the instruments are held in perpetuity since conversion under fixed or variable conversion price at any time would reasonably result in lower returns for a market participant taking into consideration the Company’s market price, outstanding common stock and instruments issuable upon conversion at the measurement dates. The Company applied a discount factor of 12.7%, and a risk free rate of 1% for the valuation of all instruments discussed above. | |
OceanPal Inc. Predecessors [Member] | ||
Fair Value measurements and Risk management | 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 | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Income Taxes | 8.Income Taxes Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of operations. The Company is potentially subject to a four percent U.S. federal income tax on 50% of its gross income derived by its charters that begin or end in the United States. However, under Section 883 of the Internal Revenue Code of the United States (the “Code”), a corporation is exempt from U.S. federal income taxation on its U.S.-source shipping income if: (a) it is organized in a foreign country that grants an equivalent exemption from tax to corporations organized in the United States (an “equivalent exemption”); and (b) either (i) more than 50% of the value of its common stock is owned, directly or indirectly, by “qualified stockholders,”, which is referred to as the “50% Ownership Test,” or (ii) its common stock is “primarily and regularly traded on an established securities market” in the United States or in a country that grants an “equivalent exemption”, which is referred to as the “Publicly-Traded Test.” The Company and each of its subsidiaries expects it qualifies for this statutory tax exemption for the 2022 taxable year, and the Company takes this position for United States federal income tax return reporting purposes. Therefore, the Company does not expect to have any U.S. federal income tax liability for the year ended December 31, 2022. | |
OceanPal Inc. Predecessors [Member] | ||
Income Taxes | 8. Income Taxes Under the laws of the countries of the companies’ incorporation and / or vessels’ registration, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in vessel operating expenses in the accompanying combined carve-out statements of operations. The vessel-owning companies with vessels that have called on the United States are obliged to file tax returns with the Internal Revenue Service. However, pursuant to the Internal Revenue Code of the United States, U.S. source income from the international operations of ships is generally exempt from U.S. tax. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Each of the subsidiaries expects it qualifies for this statutory tax exemption for the period from January 1, 2021 to November 29, 2021, 2020 and 2019 taxable years, and they take this position for United States federal income tax return reporting purposes. |
Subsequent Events_2
Subsequent Events | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Subsequent Events | 10.Subsequent Events (a) NASDAQ Notification: As of January 6, 2023, the Company’s common stock has remained at $1.00 per share or higher for ten consecutive days. As such, on January 9, 2023, the Company received a letter from The NASDAQ Capital Market confirming that it has regained compliance with the minimum bid price requirement. On March 27, 2023, the Company received a written notification from Nasdaq indicating that because the closing bid price of the Company’s common shares for 32 consecutive business days, i.e. from February 8, 2023 to March 24, 2023, 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 is 180 days, or until September 25, 2023. 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 this time, the Company's common stock will continue to be listed and trade on the Nasdaq. (b) Series C Preferred Stock Dividend: On January 17, 2023, the Company paid a dividend on its Series C Preferred Stock, amounting to $240 , which was declared by its BoD on December 29, 2022. On March 27, 2023, the Company’s Board of Directors, declared a dividend of $269 in the aggregate on i) the Company’s outstanding Series C Preferred Stock (i.e. 10,000 shares), ii) 1,982 shares of Series C Preferred Stock awarded to executive management and non-executive directors on April 15, 2022, for the period from January 15, 2023 to April 14, 2023, inclusive, and iii) 3,332 shares of Series C Preferred Stock awarded to executive management and non-executive directors on March 7, 2023 (Note 10(g)), for the period from March 7, 2023 to April 14, 2023, inclusive, which is payable on April 17, 2023. (c) Series D Preferred Stock Dividend: On January 17, 2023, the Company paid a dividend on its Series D Preferred Stock, amounting to $161 . On March 27, 2023, the Company’s Board of Directors, declared a dividend of $327 in the aggregate on i) the Company’s outstanding shares of Series D Preferred Stock as at December 31, 2022 ( 9,172 shares) for the period from January 15, 2023 to April 14, 2023, inclusive, and ii) 13,157 shares of Series D Preferred Stock issued in connection with the acquisition of M/V Melia (Note 10(d)), for the period from February 8, 2023 to April 14, 2023, inclusive, which is payable on April 17, 2023. (d) Acquisition of vessel and issuance of Series D Preferred Stock: On February 1, 2023, the Company through its’ new wholly-owned subsidiary, Fiji Shipping Company Inc., entered into a Memorandum of Agreement with DSI to acquire a 2005-built Panamax vessel, the m/v Melia, for a purchase price of $14,000 . Of the purchase price, $4,000 , was paid in cash upon signing of the Memorandum of Agreement, and the remaining amount of $10,000 was paid upon delivery of the vessel to the Company, on February 8, 2023, in the form of 13,157 shares of the Company’s Series D Preferred Stock. 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 based on an agreement dated November 8, 2021. As of March 29, 2023, following Company’s refusal to acquire one of the identified vessels, and agreement for the acquisition of the m/v Melia, three of the six identified vessels remain available for purchase by the Company (Note 3(c)). The acquisition of the vessel was approved by a committee of independent members of the Company’s Board of Directors. (e) Appointment of Chief Executive Officer: On February 2, 2023, the Company’s Board of directors appointed Mr. Robert Perri as the Company’s Chief Executive Officer, effective as of February 2, 2023. Mr. Perri replaces Mr. Eleftherios Papatrifon, who has served as the Company’s Chief Executive Officer since November 2021 and who will continue to serve as a Class II director on the Company’s Board of Directors. (f) Registered Direct Offering: On February 8, 2023, the Company closed a registered direct offering of 15,000,000 units, at a price of $1.01 per unit, with each unit consisting of one share of the Company’s common stock (or one prefunded warrant in lieu of one share of the Company’s common stock) and one Class B Warrant to purchase one share of the Company’s common stock. The Company also offered to each purchaser, with respect to the purchase of units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding common stock immediately following the consummation of the offering, the opportunity to purchase one prefunded warrant in lieu of one share of common stock. Each prefunded warrant is exercisable for one share of common stock at an exercise price of $0.01 per share. The Company, concurrently with the offering, conducted a private placement with the placement agent for additional unregistered warrants to purchase 15,000,000 shares of the Company’s common stock. The Class B warrants and the privately placed warrants have an exercise price of US $1.01 per common share, are exercisable immediately, and expire five years after the issuance date. Alternatively, each privately placed warrant will become exercisable for 0.75 common shares under the cashless exercise provision included in the privately placed warrants rather than one share of common stock under the cash exercise provision. In particular, on February 10, 2023, the Company issued and sold 15,000,000 units comprising of 12,300,000 shares of the Company’s common stock, 2,700,000 prefunded warrants to purchase shares of common stock, 15,000,000 Class B Warrants to purchase one share of the Company’s common stock at a public offering price of $1.01 per unit. Also, on the same date the Company sold to each purchaser of the units, unregistered privately placed warrants, to purchase up to an aggregate of 15,000,000 shares of the Company’s common stock at an exercise price of $1.01 per share. On February 23, 2023, the Company filed with the SEC a resale registration agreement in Form F-1 regarding the privately placed warrants which was declared effective on March 8, 2023. As of March 29, 2023, out of the 2,700,000 prefunded warrants issued on the closing of the offering, 1,750,000 prefunded warrants have been exercised and 950,000 prefunded warrants remain available for exercise at an exercise price of $0.01 per share, and Class B warrants to purchase 15,000,000 common shares remain available for exercise at an exercise price of $1.01 per share. As of March 29, 2023, 15,000,000 privately placed warrants remain available for up to 15,000,000 common shares. (g) Restricted share awards and Cash Bonus: On March 7, 2023, the Company’s Board of Directors approved the award of 3,332 shares of restricted Series C Preferred Stock to executive management and non-executive directors, pursuant to the Company’s amended and restated 2021 Equity Incentive Plan, as annual bonus. The cost of these awards will be recognized in income ratably over the restricted shares vesting period which will be two years . The Board of Directors also approved an aggregate performance cash bonus of about $185 to Steamship Shipbroking Enterprises Inc, which has been accrued for as of December 31, 2022, in the accompanying consolidated financial statements. (h) Amendment of brokerage services agreement with Steamship: In March 2023, the brokerage services agreement between the Company and Steamship (Note 3(b)) was terminated and replaced with a new agreement with retroactive effect from January 1, 2023, and ending on December 31, 2023, pursuant to which the fixed monthly fee of $95,000 was increased to $150,000 . All other terms of the agreement remained unchanged. (i) Series E Preferred Stock : On March 20, 2023, the Company issued 1,200 shares of its newly designated Series E Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”), par value $0.01 per share, to an affiliated company of its Chairperson, Mrs. Semiramis Paliou, for a purchase price of $35 . The Series E Preferred Stock has no dividend or liquidation rights. The Series E Preferred Stock votes with the common shares of the Company, and each share of the Series E Preferred Stock entitles the holder thereof to up to 25,000 votes, on all matters submitted to a vote of the stockholders of the Company, subject up to 15% of the total number of votes entitled to be cast on matters put to stockholders of the Company. The Series E Preferred Stock is convertible, at the election of the holder, in whole or in part, into shares of the Company’s common stock at a conversion price equal to the 10 -trading day trailing VWAP of the Company’s common stock, subject to certain adjustments, commencing at any time after (i) the cancellation of all of the Company’s Series B Preferred Stock or (ii) the transfer for all of the Company’s Series B Preferred Stock (collectively a “Series B Event”). The 15% limitation discussed above, shall terminate upon the occurrence of a Series B Event. The Series E Preferred Stock is transferable only to the holder’s immediate family members and to affiliated persons or entities, with the Company’s prior consent. The issuance of shares of Series E Preferred Stock to Tuscany Shipping Corp. was approved by an independent committee of the Company’s Board of Directors, which received a fairness opinion from an independent third party that the transaction was fair from a financial point of view to the Company. | |
OceanPal Inc. Predecessors [Member] | ||
Subsequent Events | 9. Subsequent Events a) Contribution by Parent of the three ship-owning companies to OceanPal Inc.: b) Uncertainties caused by the Russo-Ukrainian War: |
Significant Policies (Policies)
Significant Policies (Policies) | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
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 | |
Impairment of Long-Lived Assets | i) Impairment of Long-Lived Assets: In developing estimates of future undiscounted projected net operating cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to future charter rates for the unfixed days and future fleet utilization rate. Other assumptions used, 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; estimated remaining useful life of each vessel and the vessels’ residual value if sold for scrap. The assumptions used to develop estimates of future undiscounted projected net operating cash flows are based on historical trends as well as future expectations, employment prospects under the then current market conditions and vessels’ age. In particular, for the unfixed days, the Company uses the most recent ten -year six ten six impairment | |
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: | |
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 provision for credit | |
Recent Accounting Pronouncements -Not yet adopted | New Accounting Pronouncements - Not Yet Adopted There are no recent accounting pronouncements, the adoption of which is expected to have a material impact on the Company’s consolidated financial statements and related disclosures in the current or any future periods. | |
OceanPal Inc. Predecessors [Member] | ||
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: | |
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 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. In 2019, the 1 year time charter rates did not include the rate for 2010, as it had been previously considered by Parent well above the average. Other than that, historical ten-year blended average one-year time charter rates are in line with the OceanPal Inc. Predecessors’ overall chartering strategy, they reflect the full operating history of vessels of the same type and particulars with the OceanPal Inc. Predecessors’ operating fleet and they cover at least a full business cycle, where applicable. 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. Assumptions are in line with the OceanPal Inc. Predecessors’ historical performance and expectations for future fleet utilization under their current fleet deployment strategy. 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 its fair value is recognized in the OceanPal Inc. Predecessors’ accounts as impairment loss. No impairment loss was identified or recorded in 2019, in 2020 and in the period from January 1, 2021, to November 29, 2021 due to this exercise. However, an impairment charge amounting to $3,047,978 recorded in 2019 for vessel Calipso, which was classified as held for sale (Note 4). | |
Vessel Depreciation | l) Vessel Depreciation: | |
Accounting for Dry-Docking Costs | m) Accounting for Dry-Docking Costs: | |
Concentration of Credit Risk | n) Concentration of Credit Risk: | |
Accounting for Revenues and Expenses | o) Accounting for Revenues and Expenses: | |
Repairs and Maintenance | p) Repairs and Maintenance: | |
Segmental Reporting | q) Segmental Reporting: | |
Fair Value Measurements | r) Fair Value Measurements: | |
Going concern | s) Going concern: | |
Financial Instruments, credit losses | t) Financial Instruments, credit losses: | |
Recent Accounting Pronouncements -Not yet adopted | Recent Accounting Pronouncements — Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference LIBOR or another reference rate expected to be terminated because of reference rate reform. The amendments in this Update are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in this Update must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. An entity may elect to apply the amendments in this Update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect certain optional expedients for hedging relationships that exist as of December 31, 2022 and maintain those optional expedients through the end of the hedging relationship. ASU 2020-04 can be adopted as of March 12, 2020. OceanPal Inc. Predecessors have assessed the impact of this new accounting guidance and the adoption of this ASU is not expected to have a material impact on the combined carve-out financial statements and related disclosures. In July 2021, the FASB issued ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. For public business entities that have adopted ASC 842 as of July 19, 2021, the amendments in ASU 2021-05 are effective for fiscal years beginning after December 15, 2021 and for interim periods within those fiscal years. The impact of this new accounting guidance and the adoption of this ASU has been assessed and it is expected that it does not have a material impact on the OceanPal Inc. Predecessors’ combined carve-out financial statements and related disclosures. |
Vessels (Tables)
Vessels (Tables) | 11 Months Ended |
Nov. 29, 2021 | |
OceanPal Inc. Predecessors [Member] | |
Summary of vessels, net | Accumulated Vessel Cost Depreciation Net Book Value Balance, December 31, 2019 $ 38,600,196 $ (13,139,306) $ 25,460,890 – Additions for improvements 1,474,965 — 1,474,965 – Vessel fair value adjustment 200,500 — 200,500 – Vessel transferred from held for sale 7,129,500 — 7,129,500 – Depreciation for the period — (2,016,556) (2,016,556) Balance, December 31, 2020 $ 47,405,161 $ (15,155,862) $ 32,249,299 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Disclosures (Tables) | 11 Months Ended | 12 Months Ended |
Nov. 29, 2021 | Dec. 31, 2022 | |
Summary of charterers that individually accounted for 10% or more of the Company's time charter revenues | Charterer 2022 2021 A 20 % — B 14 % — C 12 % — D 11 % 32 % E — 35 % F — 26 % | |
OceanPal Inc. Predecessors [Member] | ||
Summary of charterers that individually accounted for 10% or more of the Company's time charter revenues | 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_4
Basis of Presentation and General Information (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Nov. 29, 2021 | Apr. 15, 2021 |
Related Party Transaction [Line Items] | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 500 |
Common stock, par value (in dollar per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
OceanPal Inc. Predecessors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, shares authorized | 500 | ||||
Common stock, par value (in dollar per share) | $ 0.01 |
Significant Policies (Details)
Significant Policies (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | 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 | 10 years | ||||||
Term for time charter rates | 6 months | 6 months | ||||||
Impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Vessel Depreciation | ||||||||
Estimated useful life | 25 years | 25 years | ||||||
OceanPal Inc. Predecessors [Member] | ||||||||
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 | ||||||
Vessel impairment charges | $ 3,047,978 | |||||||
Vessel Depreciation | ||||||||
Estimated useful life | 25 years | |||||||
REVENUES: | ||||||||
Gain on bunkers | $ 330,454 | $ (287,352) | (229,481) | |||||
Administrative expenses | 1,104,894,000,000 | $ 1,265,051,000,000 | $ 809,205,000,000 | |||||
Provision for doubtful accounts receivable | $ 0 | $ 0 | $ 0 |
Transactions with related par_6
Transactions with related parties - DWM (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Mar. 01, 2022 | Nov. 29, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Transactions with related parties | |||||||||
Management fees | $ 74,000 | $ 878,000 | |||||||
Due to related parties | 59,000 | 410,000 | $ 59,000 | ||||||
OceanPal Inc. Predecessors [Member] | |||||||||
Transactions with related parties | |||||||||
Management fees | $ 683,121 | $ 756,000 | $ 728,300 | ||||||
Due to related parties | 115,280 | ||||||||
Diana Wilhelmsen Management Limited | OceanPal Inc. Predecessors [Member] | |||||||||
Transactions with related parties | |||||||||
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 | ||||||||
Diana Wilhelmsen Management Limited | Management services | |||||||||
Transactions with related parties | |||||||||
Variable fee on hire and on freight | 1.25% | 1.25% | |||||||
Threshold term for termination of agreement with prior written notice | 3 months | 3 months | |||||||
Management fees | 79,000 | $ 974,000 | |||||||
Due to related parties | $ 6,000 | $ 6,000 |
Transactions with related par_7
Transactions with related parties - Diana Shipping Services S.A., or DSS (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | May 24, 2021 | Nov. 29, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||||||
Management fees to related parties | $ 74,000 | $ 878,000 | ||||||||
Due to related parties | $ 59,000 | $ (115,280) | $ 351,000 | $ (122,741) | $ 220,261 | |||||
OceanPal Inc. Predecessors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management fees to related parties | $ 683,121 | 756,000 | $ 728,300 | |||||||
Diana Shipping Services S.A., or DSS | OceanPal Inc. Predecessors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management fees to related parties | $ 174,300 | $ 500 | $ 300,300 | $ 9,337 | 756,000 | |||||
Voyage Expenses | $ 63,721 | $ 94,672 | 186,223 | |||||||
Due to related parties | $ 115,280 |
Vessels (Details)
Vessels (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Vessel cost | ||||
Vessel fair value adjustment | $ 200,500 | |||
Vessel transferred from held for sale | 7,129,500 | |||
Net Book Value | ||||
Vessel transferred from held for sale | 7,129,500 | |||
Net Book Value at the end | $ 45,728,000 | |||
OceanPal Inc. Predecessors [Member] | ||||
Vessel cost | ||||
Vessel cost at the beginning | $ 47,405,161 | 38,600,196 | ||
Additions for improvements | 1,474,965 | |||
Vessel cost at the end | 47,405,161 | $ 38,600,196 | ||
Accumulated Depreciation | ||||
Accumulated depreciation at the beginning | (15,155,862) | (13,139,306) | ||
Depreciation for the period | 1,970,000 | (2,016,556) | 2,270,000 | |
Accumulated depreciation at the end | (15,155,862) | (13,139,306) | ||
Net Book Value | ||||
Net Book Value at the beginning | $ 32,249,299 | 25,460,890 | ||
Additions for improvements | 1,474,965 | |||
Vessel fair value adjustment | 200,500 | |||
Depreciation for the period | (2,016,556) | |||
Net Book Value at the end | $ 32,249,299 | $ 25,460,890 |
Vessels - Additional Informatio
Vessels - Additional Information (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 24, 2019 | Dec. 31, 2021 | Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 08, 2020 | |
Property, Plant and Equipment [Line Items] | |||||||
Management fees to related parties | $ 74,000 | $ 878,000 | |||||
Property, Plant and Equipment, Net | 45,728,000 | 63,672,000 | |||||
Vessels | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, Plant and Equipment, Net | $ 45,728,000 | $ 63,672,000 | |||||
OceanPal Inc. Predecessors [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
sale price | $ 7,275,000 | ||||||
Vessel impairment charges | $ 3,047,978 | ||||||
Management fees to related parties | $ 683,121 | $ 756,000 | 728,300 | ||||
Vessel fair value adjustment | 200,500 | ||||||
Property, Plant and Equipment, Net | $ 32,249,299 | $ 25,460,890 | |||||
OceanPal Inc. Predecessors [Member] | Calipso | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, Plant and Equipment, Net | $ 7,330,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jul. 09, 2020 | Feb. 28, 2021 | Nov. 29, 2021 | Nov. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Vessels covered for pollution per vessel per incident | $ 1,000,000 | ||||||
OceanPal Inc. Predecessors [Member] | |||||||
Vessels covered for pollution per vessel per incident | $ 1,000,000 | ||||||
Minimum charter revenues expected to be generated from fixed and non-cancelable time charter contracts | $ 3,100 | ||||||
OceanPal Inc. Predecessors [Member] | 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 years | four-year |
Parent Investment (Details)
Parent Investment (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capital contribution | $ (3,196,728) | $ 4,235,856 | $ (1,504,222) | ||
OceanPal Inc. Predecessors [Member] | |||||
Capital contribution | $ 3,200,000 | $ 4,200,000 | $ 1,500,000 | ||
Amount of parent investment | $ 0 |
Fair Value measurements and R_2
Fair Value measurements and Risk management (Details) - Revenue Benchmark - Customer Concentration Risk [Member] - OceanPal Inc. Predecessors [Member] | 11 Months Ended | 12 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
C Transport Maritime LTD | |||
Concentration Risk [Line items] | |||
Concentration risk, percentage | 38% | ||
Vitera Chartering | |||
Concentration Risk [Line items] | |||
Concentration risk, percentage | 29% | ||
Reachy International | |||
Concentration Risk [Line items] | |||
Concentration risk, percentage | 28% | ||
Cargill International S.A. | |||
Concentration Risk [Line items] | |||
Concentration risk, percentage | 34% | 33% | |
Phaethon International Co AG. | |||
Concentration Risk [Line items] | |||
Concentration risk, percentage | 34% | ||
Uniper Global Commodities, Dusseldorf GE | |||
Concentration Risk [Line items] | |||
Concentration risk, percentage | 22% | ||
Crystal Sea Shipping Co., Limited | |||
Concentration Risk [Line items] | |||
Concentration risk, percentage | 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) - OceanPal Inc. Predecessors [Member] | 11 Months Ended |
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% |