← Back to SHIP filing summaryOriginal filing text · Part I
Item 5 — Management's Discussion and Analysis
Seanergy Maritime Holdings Corp. · 20-F · FY 2025 · Period ended Dec 31, 2025
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The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those
statements included in “Item 18. Financial Statements.” This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors.”
A. Operating Results
Principal Factors Affecting Our Business
The principal factors that affect our financial position, results of operations and cash flows include the following:
• number of vessels owned and operated;
• voyage charter rates;
• time charter trip rates;
• period time charter rates;
• the nature and duration of our voyage charters;
• vessels repositioning;
• vessel operating expenses and direct voyage costs;
• maintenance and upgrade work;
• the age, condition and specifications of our vessels;
• issuance of our common shares and other securities;
• amount of debt obligations; and
• financing costs related to debt obligations.
We are also affected by the types of charter agreements we enter into. Vessels operating on fixed rate period index-linked time charters and bareboat time charters
provide more predictable cash flows, but can yield lower revenue and profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market
conditions.
Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased revenue and profit margins during periods of
improvements in dry bulk rates. Spot charters also expose vessel owners to the risk of declining dry bulk rates and rising fuel costs in case of voyage charters. As of the date of this report, the majority of our vessels are employed under
long-term time charters which have a charter hire calculated at an index-linked rate based on the 5-routes T/C average of the BCI, while two of our vessels earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on a
significant premium over the daily BCI and one is bareboat chartered-out on a fixed rate. Out of the 19 long-term employment agreements in place, two were agreed in 2026, eight were agreed during 2025, three were agreed during 2024 and the
remaining six between 2018 and 2022.
Critical Accounting Policies
Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’s most
difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. We have described in Item 5. Operating and Financial Review and Prospects – E. Critical
Accounting Estimates our critical accounting estimates, because they potentially result in material different results under different assumptions and conditions. For a description of all our significant accounting policies, see Note 2 to our
annual audited financial statements included in this annual report.
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Results of Operations
Year ended December 31, 2025 as compared to year ended December 31, 2024
(In thousands of U.S. Dollars, except for share and per share data) Year ended December 31, Change
2025 2024 Amount %
Revenues:
Vessel revenue, net 155,519 164,881 (9,362 ) (6 )%
Fees from related parties 2,580 2,578 2 -
Revenue, net 158,099 167,459 (9,360 ) (6 )%
Expenses:
Voyage expenses (5,524 ) (3,297 ) (2,227 ) 68 %
Vessel operating expenses (53,785 ) (46,985 ) (6,800 ) 14 %
Management fees (1,076 ) (760 ) (316 ) 42 %
General and administration expenses (20,460 ) (23,971 ) 3,511 (15 )%
Depreciation and amortization (36,156 ) (29,695 ) (6,461 ) 22 %
Gain on sale of vessel, net 2,308 - 2,308 -
Loss on forward freight agreements, net (64 ) (177 ) 113 (64 )%
Operating income 43,342 62,574 (19,232 ) (31 )%
Other income / (expenses), net:
Interest and finance costs (21,721 ) (20,603 ) (1,118 ) 5 %
Loss on extinguishment of debt (1,663 ) (653 ) (1,010 ) 155 %
Interest and other income 1,322 2,096 (774 ) (37 )%
Interest income - related party 48 - 48 -
Other income - foreign currency forward contracts 46 - 46 -
Foreign currency exchange (loss) / gain, net (132 ) 58 (190 ) (328 )%
Total other expenses, net: (22,100 ) (19,102 ) (2,998 ) 16 %
Net income 21,242 43,472 (22,230 ) (51 )%
Net income per common share
Basic 1.02 2.12
Diluted 1.01 2.11
Weighted average number of common shares outstanding
Basic 20,471,002 19,745,379
Diluted 20,537,796 19,879,876
Vessel Revenue, Net – The decrease was mainly attributable to the decrease in prevailing charter rates, which was partially
offset by an increase in operating days. We had 7,164 operating days in 2025, as compared to 6,447 operating days in 2024. The TCE rate decreased by 16% in 2025 to $20,937, as compared to $25,063 in 2024. Please see reconciliation below of
TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure.
Voyage Expenses – The increase was primarily attributable to the 96 operating days that our fleet was chartered in the spot
market in 2025, for which such voyage expenses are borne by the owner, compared to NIL days in 2024. Furthermore, we had increased bunkers consumption as a result of the increase in repairs and off-hire days. We had 276 repair and off-hire
days for the year ended December 31, 2025, as compared to 71 repair and off-hire days during the comparable period of 2024.
Vessel Operating Expenses - Vessel operating expenses amounted to $53.8 million in the year ended December 31, 2025, compared to
$47.0 million in the year ended December 31, 2024. The increase was primarily attributable to the increase in ownership days. We had 7,440 ownership days in 2025 as compared to 6,518 ownership days in 2024.
Management Fees - The increase was mainly attributable to the increase in ownership days. For the year ended December 31, 2025,
we had 1,896 ownership days under third party technical management compared to 1,186 ownership days for the respective period in 2024.
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General and Administration Expenses – The decrease is mainly attributed to the costs associated with the complaint filed in
March 2024 that had significant impact in 2024 legal expenses, described below, and the decreased stock based compensation, a non-cash item, which was $4.0 million in 2025 for shares granted pursuant to our 2011 Equity Incentive Plan,
compared to $4.8 million in 2024.
Depreciation and Amortization – For the year ended December 31, 2025, depreciation and amortization expense increased to $36.2
million from $29.7 million. The increase in depreciation expense is due to an increase in ownership days. We had 7,440 ownership days in 2025 compared to 6,518 days in 2024. The increase in amortization expense is mainly due to an increase in
scheduled drydockings. We had 238 repair days for the year ended December 31, 2025, as compared to 33 repair days during the comparable period of 2024.
Gain on sale of vessel, net – The gain in the year ended December 31, 2025, is attributable to the sale of the M/V Geniuship on September 10, 2025.
Interest and Finance Costs – The increase is mainly attributable to the increase of the weighted average outstanding debt from
$226.8 million in 2024 to $286.4 million in 2025 and the ensuing increase in amortization of deferred finance costs and debt discounts and is partially offset by the decrease in the weighted average interest rate on our outstanding debt for
the year ended December 31, 2025 and 2024 of approximately 6.59% and 7.74%, respectively. Non-cash interest expense of amortization of deferred finance costs and debt discounts for the years ended December 31, 2025 and 2024 was $1.9 million
and $1.7 million, respectively.
Loss on Extinguishment of Debt – The loss in the year ended December 31, 2025, is attributable to the refinancing of the Flagship
Cargill Sale and Leaseback, secured by the M/V Flagship, the full settlement of the Sinopac Loan Facility, secured by the M/V Geniuship and the refinancing of the August 2021 Alpha Bank Loan Facility, secured by the M/V Friendship and the M/V
Squireship. The loss in the year ended December 31, 2024, is attributable to the full settlement of the CMBFL Sale and Leaseback, secured by the M/V Hellasship and the M/V Patriotship (described
below).
Interest and Other Income – Interest and other income for the year ended December 31, 2025 consist of $0.5 million of insurance
credits and insurance claims, and an amount of $0.8 million related to interest income from our short-term time deposits. Interest and other income for the year ended December 31, 2024 consist of $0.9 million of insurance credits and
insurance claims, and an amount of $1.2 million related to interest income from our short-term time deposits.
Interest income related parties – The income earned during the year ended December 31, 2025 relates to interest income earned
from the April 25, 2025 $2 million short-term loan facility to United Maritime Corporation which was fully repaid on June 17, 2025.
Foreign currency exchange (loss) / gain, net – The loss in 2025 is related to the fluctuation of the U.S. dollar/Euro exchange
rate throughout the year ended December 31, 2025. Approximately 64% of our general and administrative expenses are in currencies other than the U.S. dollar, primarily the Euro.
Please see Item 5.A of our Form 20-F filed with the SEC on March 21, 2025, for a discussion of the year-to-year comparison between 2024 and 2023.
B. Liquidity and Capital Resources
Our principal source of funds has been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions and equity provided by the capital
markets. Our principal use of funds has primarily been capital expenditures to establish our fleet, maintain the quality of our dry bulk vessels, comply with international shipping standards and environmental laws and regulations, fund
working capital requirements, and make principal repayments and interest payments on our outstanding debt obligations.
Our funding and treasury activities are conducted in accordance with corporate policies to maximize investment returns while maintaining appropriate liquidity for both
our short- and long-term needs. This includes arranging borrowing facilities on a cost-effective basis. Cash and cash equivalents are held primarily in U.S. dollars, with minimal amounts held in Euros.
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As of December 31, 2025, we had cash and cash equivalents of $48.2 million, as compared to $21.9 million as of December 31, 2024. Additionally, as of December 31, 2025,
we had $14.4 million restricted cash, which included $8.0 million as pledged capital, at the Company’s option, for one-month interest period as described in Note 4 of the consolidated financial statements included in Item 18 of this annual
report. As of December 31, 2024, we had $13.1 million restricted cash, which included $8.0 million as pledged capital, at the Company’s option, for one-month interest period.
Working capital is equal to current assets minus current liabilities, including the current portion of long-term debt. As of December 31, 2025, we had a working capital
deficit of $13.2 million (which included an amount of $4.9 million relating to pre-collected revenue) as compared to a working capital deficit of $15.7 million as of December 31, 2024 (which included an amount of $2.1 million relating to
pre-collected revenue). The working capital deficit is mainly attributable to the repayments due under the long-term debt and the other financial liabilities. For the year ended December 31, 2025, the Company realized a net income of $21.2
million and generated cash flow from operations of $52.6 million. The Company believes it has the ability to continue as a going concern over the next twelve months following the date of the issuance of these financial statements and finance
its obligations as they come due via cash from operations and through five sale and leaseback agreements entered into subsequent to the year end.
As of December 31, 2025, we had outstanding borrowings of $294.0 million (including long-term debt and other financial liabilities) as compared to $261.5 million
(including long-term debt, finance lease liability and other financial liabilities) as of December 31, 2024.
As of March 28, 2026, we had outstanding borrowings of $380.2 million (including long-term debt, finance lease liability and other financial liabilities). Our primary
known and estimated liquidity needs for 2026 include obligations related to scheduled principal payments of outstanding borrowings and respective interest expenses payments, estimated drydocking expenditures, and the balloon payment for the
M/V Dukeship under the June 2022 Alpha Bank Loan Facility amounting to $11.0 million and additional payments of $83.7 million pursuant to shipbuilding contracts in connection with our newbuilding program. Our cash flow projections indicate
that cash on hand and cash to be provided by operating activities, as well as cash which has been or will be provided through refinancing certain of our existing loan agreements and through obtaining new financing agreements will be
sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements’ issuance. Our medium- and long-term liquidity requirements relate to the operation and maintenance expenditures
of our vessels and our newbuilding program. Pursuant to the shipbuilding contracts for our newbuilding vessels, we have aggregate contractual commitments of $83.7 million within 2026 and $238.0 million expected to occur in 2027, 2028 and
2029. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations and new debt financing. Additional information on our annual scheduled obligations under our long-term debt and other financial
liabilities are described in “Loan Arrangements” below in Note 8 (“Long-Term Debt and Other Financial Liabilities”) and in Note 16 (“Subsequent Events”) of our consolidated financial statements included in Item 18 of this annual report.
Cash Flows
(In thousands of US Dollars) Year ended December 31,
2025 2024 2023
Cash Flow Data:
Net cash provided by operating activities 52,607 75,278 31,323
Net cash (used in) / provided by investing activities (23,346 ) (79,372 ) 17,745
Net cash (used in) / provided by financing activities (1,524 ) 14,082 (56,617 )
Year ended December 31, 2025, as compared to year ended December 31, 2024
Operating Activities: Net cash provided by operating activities in 2025 consisted of net income after non-cash items of $62.7
million and the decrease in working capital of $10.1 million. The major driver of the change of net cash provided by operating activities was the decrease in charter rates that prevailed in the market between the comparable periods. Net cash
provided by operating activities in 2024 consisted of net income after non-cash items of $80.5 million and the decrease in working capital of $5.3 million.
Investing Activities: The 2025 cash outflow is mainly related to $33.3 million payment for the acquisition of the M/V Meiship, $2.2 million for vessels’ improvements, $8.3 million advance payments related to the bareboat charter agreement for the M/V Blueship, $0.8 million payments for
investments in equity securities and $0.2 million payments due from related party (United). The 2025 cash outflow was partially offset by the $21.6 million proceeds from sale of the M/V Geniuship. The 2024 cash outflow resulted from $70.7
million payments for vessels acquisitions and improvements, $4.4 million payments due from related party (United), $3.7 million advances for the acquisition of the M/V Meiship and $0.6 million for lease prepayments.
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Financing Activities: The 2025 cash inflow resulted mainly from $155.8 million proceeds from long-term debt and other financial
liabilities, $0.8 million proceeds from issuance of common stock and proceeds of $0.8 million from other non-current liabilities. The 2025 cash outflow resulted from debt and other financial liabilities repayments of $123.3 million, $23.8
million finance lease payments for the M/V Blueship, dividend payments of $9.5 million, and $2.5 million of loan finance fees payments in respect with the loan amendments. The 2024 cash inflow resulted
mainly from $120.8 million proceeds from long-term debt and other financial liabilities and $5.8 million proceeds from issuance of common stock and warrants. The 2024 cash inflow was partially offset by the $73.0 million long-term debt and
other financial liabilities payments, $21.8 million finance lease liabilities payments, $10.8 million dividend payments, $4.8 million for common stock repurchases and $2.6 million financing and stock issuance fees payments.
Please see Item 5.A of our Form 20-F filed with the SEC on March 21, 2025 for a discussion of the year-to-year comparison between 2024 and 2023.
Loan Arrangements
New Loan Facilities during the year ended December 31, 2025
February 2025 Piraeus Bank Loan Facility
On February 24, 2025, the Company entered into a facility agreement with Piraeus Bank S.A. (“Piraeus Bank”) for a $53.6 million term loan for the purpose of (i)
refinancing the June 2022 Piraeus Bank Loan Facility, which was secured by the M/Vs Worldship and Honorship and (ii) partially financing the acquisition cost
of the M/V Meiship. The facility was drawn on February 25, 2025. The loan bears interest at term SOFR plus a margin of 2.05% per annum. A sustainability linked margin adjustment mechanism was
introduced, whereby the applicable interest margin can be decreased by 0.05% per annum, per vessel based on the achievement of certain emission thresholds. The facility has a five‑year term and the repayment schedule comprises 20 quarterly
installments of $1.5 million and a final balloon of $24.6 million payable together with the final installment. The Company is required to maintain a corporate leverage ratio (as defined therein) not exceeding 70% until maturity. In
addition, the Company is required to maintain a security cover ratio (as defined therein) of not less than 125% until the second anniversary of the drawdown date and 130% thereafter until the maturity of the loan. The borrowers are required
to maintain an aggregate minimum liquidity amount of $3.0 million in their operating accounts. As of December 31, 2025, the outstanding amount under the facility was $49.2 million.
December 2025 Danish Ship Finance Loan Facility
On December 12, 2025, the Company entered into a facility agreement with Danish Ship Finance A/S (“DSF”) for a $45.3 million term loan for the purpose of (i)
refinancing the October 2022 Danish Ship Finance Loan Facility, which was secured by the M/Vs Premiership, Fellowship and Championship, (ii) financing the purchase obligation of the M/V Flagship under the Flagship Cargill Sale and Leaseback
and (iii) general corporate purposes. The facility was drawn on December 12, 2025. The loan facility was divided into five tranches. Tranche A, secured by the M/V Fellowship, and Tranche B, secured by
the M/V Premiership, each have a twenty-two-month term and a repayment schedule comprising eight quarterly installments of $0.5 million and a final balloon of $2.1 million payable together with the
final installments. Each of Tranche A and Tranche B bears interest of term SOFR plus a margin of 2.50% per annum and each borrower is required to maintain a minimum liquidity amount of $0.7 million. Tranche C, secured by the M/V Championship, has a twenty-eight-month term and a repayment schedule comprising 10 quarterly installments of $0.6 million and a final balloon of $2.9 million payable together with the final installment. Tranche C
bears interest of term SOFR plus a margin of 2.65% per annum, while the borrower is required to maintain a minimum liquidity amount of $0.7 million. Tranche D, secured by the M/V Flagship, has a
five-year term and a repayment schedule comprising 20 quarterly installments of $0.8 million and a final balloon of $1.8 million payable together with the final installment. Tranche D bears interest of term SOFR plus a margin of 2.10% per
annum, while the borrower is required to maintain a minimum liquidity amount of $0.8 million. Tranche E, secured by the M/Vs Fellowship, Premiership and Championship, has a three-and-a-half-year term
and a repayment schedule comprising 14 quarterly installments of $0.5 million. Tranche E bears interest of term SOFR plus a margin of 1.95% per annum. A sustainability linked margin adjustment mechanism applies to all five tranches, whereby
the interest margin can be increased or decreased by 0.05% based on certain emission thresholds. In addition, the Company is required to maintain a security cover ratio (as defined therein) of not less than 133%, at any time when the
corporate leverage ratio (as defined therein) is equal to or less than 65%. If the corporate leverage ratio is higher than 65%, the Company is required to maintain a security cover ratio (as defined therein) of not less than 143%. Finally,
the Company is required to maintain a leverage ratio (as defined therein) not exceeding 70% until the maturity of the loan. As of December 31, 2025, the outstanding amount under the facility was $45.3 million.
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Loan Facilities amended during the year ended December 31, 2025
June 2022 Alpha Bank Loan Facility
On June 21, 2022, the Company entered into a facility agreement with Alpha Bank for a $21.0 million term loan secured by the M/V Dukeship. The loan facility bore
interest at SOFR plus a margin of 2.95% per annum and the term is four years. On September 23, 2025, the Company entered into a supplemental agreement to reduce the margin to 2.40% per annum plus term SOFR, with retroactive effect from June
2025. In addition, the Company has the option to pledge cash in the form of time deposits, up to the aggregate amount of the loan outstanding at that time. For the part of the loan equal to the pledged amount, the margin will be reduced to
0.75% per annum for the term of the pledged time deposit, which as per the agreement shall coincide with an interest period of the facility. The repayment schedule comprises four quarterly installments of $1.0 million followed by 12
quarterly installments of $0.5 million and a final balloon of $11.0 million payable together with the sixteenth installment. In addition, the Company is required to maintain a security requirement ratio (as defined therein) of not less than
125%. The borrower is required to maintain minimum liquidity of $0.5 million in its operating account. The loan facility was cross collateralized with the August 2021 Alpha Bank Loan Facility until it was fully repaid. As of December 31,
2025, the outstanding amount under the facility was $12.0 million.
Pre-existing Loan Facilities
October 2024 Alpha Bank Loan Facility
On October 21, 2024, the Company entered into a facility agreement with Alpha Bank for a $34.0 million term loan for the purpose of (i) refinancing the December 2022
Alpha Bank Loan Facility, which was secured by the M/V Paroship, (ii) financing the purchase option for the M/V Titanship and iii) providing liquidity for working capital purposes. The facility was
drawn on October 22, 2024. The loan bears interest of term SOFR plus a margin of 2.40% per annum. The Company has the option to pledge cash deposits in the form of time deposit up to the aggregate amount of the loan outstanding at the time.
For the part of the loan equal to the pledged amount, the margin will be reduced to 0.75% per annum for the term of the pledged time deposit, which as per the agreement shall coincide with an interest period of the facility. The term of the
facility is five years, and the repayment schedule comprises four quarterly installments of $1.2 million, followed by 16 quarterly installments of $0.9 million and a final balloon of $14.8 million payable together with the final installment.
In addition, the Company is required to maintain a security cover ratio (as defined therein) of not less than 125%. As of December 31, 2025, the outstanding amount under the facility was $29.2 million.
Loan Facilities repaid during the years ended December 31, 2025 and December 31, 2024
August 2021 Alpha Bank Loan Facility
On August 9, 2021, the Company entered into a facility agreement with Alpha Bank for a $44.1 million term loan for the purpose of (i) refinancing a pre-existing Alpha
Bank loan facility which was secured by the M/Vs Leadership, Squireship and Lordship and (ii) financing the previously unencumbered Friendship. Originally, the loan was divided into two tranches as follows: Tranche A, corresponding to the
M/Vs Squireship and Lordship and Tranche B, corresponding to the M/V Friendship. On June 30, 2022, the Company entered into a supplemental agreement to the facility pursuant to which the August 2021 Alpha Bank Loan Facility was cross
collateralized with the June 2022 Alpha Bank Loan Facility.
On April 28, 2023, the Company prepaid $8.5 million of Tranche A and $3.5 million of Tranche B using the proceeds from the Village Seven Sale and Leaseback (described
below) and as a result all the securities regarding the M/V Lordship were irrevocably and unconditionally released. Following the prepayment of the M/V Lordship, the amortization schedule of the remaining tranches was amended whereby
Tranche A was repayable through seven quarterly installments of $0.6 million each and a final balloon of $10.3 million payable together with the final installment and Tranche B was repayable through eight quarterly installments of $0.3
million each and a final balloon of $3.9 million payable together with the final installment. Tranche A bore interest of term SOFR plus a margin of 3.55% per annum and Tranche B bore interest of term SOFR plus a margin of 3.30% per annum.
The borrower owning the M/V Squireship was required to maintain an average quarterly minimum free liquidity of $0.5 million, whereas the borrower owning the M/V Friendship was required to maintain $0.5 million at all times.
On March 20, 2025, the Company fully refinanced the outstanding amount of $10.9 million under the Tranche A and $4.4 million under the Tranche B of the facility using
the proceeds from the Huarong Squireship Sale and Leaseback and the Huarong Friendship Sale and Leaseback, respectively, and all securities created in favor of Alpha Bank were irrevocably and
unconditionally released.
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Sinopac Loan Facility
On December 20, 2021, the Company entered into a $15.0 million secured loan facility with Sinopac Capital International (HK) Limited for the purpose of refinancing the
outstanding indebtedness of the M/V Geniuship. The facility bore interest at term SOFR plus a margin of 3.50% per annum and was repayable by four quarterly installments of $0.5 million, followed by sixteen quarterly installments of $0.4
million and a balloon installment of $6.7 million payable together with the final installment. On September 10, 2025, in connection with the disposal of the M/V Geniuship, the Company fully prepaid the outstanding loan amount of $9.0
million.
June 2022 Piraeus Bank Loan Facility
On June 22, 2022, the Company entered into a facility agreement with Piraeus Bank for a $38.0 million sustainability-linked loan for the purpose of (i) refinancing the
pre-existing Piraeus Bank loan facility, which was secured by the M/V Worldship and (ii) partly financing the acquisition cost of the M/V Honorship. The loan bore interest of term SOFR plus a margin of 3.00% per annum and a credit
adjustment spread (as defined therein). On November 29, 2024, the Company entered into a second supplemental agreement to (i) extend the maturity to December 24, 2027, (ii) amend the repayment schedule by adding two quarterly installments
of $0.8 million, (iii) reduce the pre-existing margin of 3.00% to 2.60% per annum with retroactive effect from June 25, 2024, and (iv) eliminate the credit adjustment spread with retroactive effect from June 25, 2024. The facility was
repayable through four quarterly installments of $2.0 million, followed by two quarterly installments of $1.5 million, followed by 16 quarterly installments of $0.8 million and a final balloon of $15.0 million payable together with the
final installment. The borrowers were required to maintain an aggregate minimum liquidity amount of $2.0 million in their operating accounts. On February 27, 2025, the Company fully refinanced the outstanding amount of $24.0 million using
the proceeds from the February 2025 Piraeus Bank Loan Facility and all securities created in favor of Piraeus Bank were irrevocably and unconditionally released.
October 2022 Danish Ship Finance Loan Facility
On October 10, 2022, the Company entered into a facility agreement with DSF for a $28.0 million term loan for the purpose of refinancing a pre-existing loan facility
with UniCredit Bank AG, which was secured by the M/Vs Premiership and Fellowship. The October 2022 Danish Ship Finance Loan Facility, initially divided into two equal tranches, bore interest of SOFR plus a margin of 2.50% per annum and had
a term of five years. The repayment schedule of each tranche comprised six quarterly installments of $0.8 million followed by fourteen quarterly installments of $0.5 million and a final balloon of $2.1 million payable together with the
twentieth installment. Each borrower was required to maintain minimum liquidity of $0.7 million in its retention account.
On April 18, 2023, the Company amended and restated the loan facility with DSF entered in October 2022 to refinance the pre-existing sale and leaseback with Cargill,
which was secured by the M/V Championship. The amended and restated facility included a new tranche secured by the M/V Championship, while a sustainability adjustment mechanism was introduced in respect of the underlying interest rate of
the facility. The new tranche had a five-year term and the repayment schedule comprised eight quarterly installments of $0.7 million followed by 12 quarterly installments of $0.6 million and a final balloon of $2.9 million payable together
with the final installment. The interest rate was 2.65% over 3-month term SOFR per annum, which could be increased or decreased by 0.05% based on certain emission reduction thresholds. For the new tranche secured by the M/V Championship,
the borrower was required to maintain a minimum liquidity amount of $0.7 million.
On December 12, 2025, the Company fully refinanced the outstanding amount of $21.2 million using the proceeds from the December 2025 Danish Ship Finance Loan Facility and all securities created in favor of DSF were irrevocably and unconditionally released.
December 2022 Alpha Bank Loan Facility
On December 15, 2022, the Company entered into a facility agreement with Alpha Bank for a $16.5 million term loan for the
purpose of partly financing the acquisition cost of the M/V Paroship. The interest rate of the facility was equal to 2.90% plus term SOFR per annum. The principal was scheduled to be repaid over a four-year term, through four quarterly
installments of $0.5 million, followed by 12 quarterly installments of $0.4 million and a final balloon of $9.6 million payable together with the last installment. The borrower was required to maintain minimum liquidity of $0.5 million in
its operating account.
On October 22, 2024, the Company refinanced the facility using the proceeds from the October 2024 Alpha Bank Loan Facility
and all securities created in favor of Alpha Bank were irrevocably and unconditionally released.
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Other Financial Liabilities: Sale and Leaseback Transactions
New Sale and Leaseback Activities during the year ended December 31, 2025
Huarong Friendship Sale and Leaseback
On March 13, 2025, the Company entered into a $16.5 million sale and leaseback agreement for the M/V Friendship with an affiliate of China Huarong Financial Leasing
Co., Ltd (“Huarong”) to refinance Tranche B of the August 2021 Alpha Bank Loan Facility, secured by the M/V Friendship. The agreement became effective on March 20, 2025, upon the delivery of the M/V Friendship to the lessor. The Company
sold and chartered back the vessel on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The charterhire principal amortizes in 20 quarterly installments of $0.4 million along with a purchase
obligation of $7.7 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.15% per annum. The Company has continuous options to repurchase the vessel at any time during the bareboat charter period
at predetermined prices, as set forth in the agreement, following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The
charterhire principal, as of December 31, 2025, was $15.2 million.
Huarong Squireship Sale and Leaseback
On March 13, 2025, the Company entered into a $18.0 million sale and leaseback agreement for the M/V Squireship with an affiliate of Huarong to refinance Tranche A of
the August 2021 Alpha Bank Loan Facility, secured by the M/V Squireship. The agreement became effective on March 20, 2025, upon the delivery of the M/V Squireship to the lessor. The Company sold and chartered back the vessel on a bareboat
basis for a five-year period, with a purchase obligation at the end of the fifth year. The charterhire principal amortizes in 20 quarterly installments of $0.5 million followed by a purchase obligation of $8.5 million at the expiry of the
bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.15% per annum. The Company has continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the
agreement, following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The charterhire principal, as of December 31, 2025, was
$16.6 million.
Kowa Blueship Sale and Leaseback
On August 6, 2025, the Company entered into a $22.5 million sale and leaseback agreement for the M/V Blueship with Kowa Kaiun Co. Ltd. and T.A.C.K. Shipping S.A.
(collectively, “Kowa”) for the purpose of financing the purchase option cost of the M/V Blueship. The agreement became effective on August 25, 2025, upon the delivery of the M/V Blueship to the lessor. The Company sold and chartered back
the vessel on a bareboat basis for a five-year period. The Company has continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement, following the second
anniversary of the bareboat charter, while Kowa has a put option at the end of the fifth year. The charterhire principal amortizes in 60 monthly installments paid in advance at $0.3 million, along with the final purchase and put options of
$6.4 million payable at the expiry of the bareboat charter. The leaseback agreement bears an interest rate of 3-month term SOFR plus 2.40% per annum. The sale and leaseback agreement does not include any financial covenants or security
value maintenance provisions. The charterhire principal, as of December 31, 2025, was $21.2 million.
Huarong Hellasship Sale and Leaseback
On December 29, 2025, the Company entered into a $24.7 million sale and leaseback agreement for the M/V Hellasship with an affiliate of Huarong to refinance the AVIC
Hellasship Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for an eighty-one-month period, having a purchase obligation at the end of the bareboat agreement. The charterhire principal amortizes in 27
quarterly installments of $0.7 million along with a purchase obligation of $6.6 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.00% per annum. The Company has continuous options to
repurchase the vessel at any time during the bareboat charter period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any
financial covenants or security value maintenance provisions. The agreement became effective on January 8, 2026, upon the delivery of the M/V Hellasship to the lessor (Note 16).
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Huarong Iconship Sale and Leaseback
On December 29, 2025, the Company entered into a $25.9 million sale and leaseback agreement for the M/V Iconship with an affiliate of Huarong to refinance the AVIC
Iconship Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for an eighty-one-month period, having a purchase obligation at the end of the bareboat agreement. The charterhire principal amortizes in 27
quarterly installments of $0.7 million along with a purchase obligation of $8.4 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.00% per annum. The Company has continuous options to
repurchase the vessel at any time during the bareboat charter period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any
financial covenants or security value maintenance provisions. The agreement became effective on January 8, 2026, upon the delivery of the M/V Iconship to the lessor (Note 16).
Huarong Patriotship Sale and Leaseback
On December 29, 2025, the Company entered into a $21.9 million sale and leaseback agreement for the M/V Patriotship with an affiliate of Huarong to refinance the AVIC
Patriotship Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for an eighty-one-month period, having a purchase obligation at the end of the bareboat agreement. The charterhire principal amortizes in 27
quarterly installments of $0.7 million along with a purchase obligation of $3.3 million at the expiry of the bareboat charter, bearing an interest rate of 3-month term SOFR plus 2.00% per annum. The Company has continuous options to
repurchase the vessel at any time during the bareboat charter period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter. The sale and leaseback agreement does not include any
financial covenants or security value maintenance provisions. The agreement became effective on January 8, 2026, upon the delivery of the M/V Patriotship to the lessor (Note 16).
Existing Sale and Leaseback Activities
Evahline Sale and Leaseback
On March 29, 2023, the Company entered into a $19.0 million sale and leaseback agreement with a subsidiary of Evahline Inc. (“Evahline”) for the refinancing of a
pre-existing sale and leaseback agreement with Hanchen Limited, an affiliate of AVIC. The agreement became effective on April 6, 2023, upon the delivery of the M/V Knightship to the lessor. The Company sold and chartered back the vessel from
Evahline on a bareboat basis for a six-year period. The financing’s applicable interest rate is 3-month term SOFR plus 2.80% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase
the vessel at predetermined prices as set forth in the agreement. At the end of the six-year bareboat period, the ownership of the vessel will be transferred to the Company at no additional cost. The Company is required to maintain a minimum
value (as defined therein) of at least 120% of the charterhire principal. The charterhire principal amortizes in 72 consecutive monthly installments paid in advance averaging approximately $0.3 million. The charterhire principal, as of
December 31, 2025, was $10.3 million.
Village Seven Sale and Leaseback
On April 24, 2023, the Company entered into a $19.0 million sale and leaseback agreement for the M/V Lordship with Village Seven
Co., Ltd and V7 Fune Inc. (collectively, “Village Seven”) to partially refinance the August 2021 Alpha Bank Loan Facility. The Company sold and chartered back the vessel from Village Seven on a bareboat basis for a period of four years and
five months. The financing’s applicable interest rate is 3-month term SOFR plus 3.00% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as
set forth in the agreement. At the end of the bareboat period, the Company has the option to repurchase the vessel at the price of $7.8 million, which the Company expects to exercise. The sale and leaseback agreement does not include any
financial covenants or security value maintenance provisions. The charterhire principal amortizes in 53 consecutive monthly installments paid in advance of approximately $0.2 million. The charterhire principal, as of December 31, 2025, was
$12.0 million.
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Hinode Sale and Leaseback
On August 29, 2024, the Company entered into a $28.5 million sale and leaseback agreement with Hinode Kaiun Co., Ltd and Sunmarine Maritime S.A. (collectively, “Hinode”)
for the purpose of financing part of the acquisition cost of the M/V Kaizenship. The agreement became effective on October 1, 2024, upon the delivery of the M/V Kaizenship to the lessor. The Company
sold and chartered back the vessel from Hinode on a bareboat basis for a six-year period, having a purchase obligation at the end of the sixth year. The charterhire principal amortizes in 72 consecutive monthly installments paid in advance at
$0.3 million each, bearing an interest rate of 1-month term SOFR plus 2.50% per annum. Following the fourth anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth
in the agreement. At the end of the bareboat period, the Company has an obligation to purchase the vessel at the price of $8.3 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance
provisions. The charterhire principal as of December 31, 2025 was $23.9 million.
Sale and Leaseback Activities repaid during the years ended December 31, 2025 and December 31, 2024
Flagship Cargill Sale and Leaseback
On May 11, 2021, the Company entered into a $20.5 million sale and leaseback agreement with Cargill International SA (“Cargill”) for the purpose of financing part of
the acquisition cost of the M/V Flagship. The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five-year period, with a purchase obligation at the end of the fifth year. The implied average applicable
interest rate was equivalent to 2% per annum. The charterhire principal was repayable in 60 monthly installments averaging approximately $0.2 million each along with a purchase obligation of $10.0 million, payable at maturity. The Company
had continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth in the agreement. Additionally, at the time of repurchase, if the market value of the vessel was greater
than certain threshold prices, as set forth in the agreement, the Company would pay to Cargill 15% of the difference between the market price and such threshold prices (the “Asset Upside Amount).
On December 12, 2025, the Company exercised its option to purchase the M/V Flagship for $10.9 million, using the proceeds from the December 2025 Danish Ship Finance
Loan Facility. A participation liability of $2.2 million was recognized on December 12, 2025, half of which was paid upon the settlement of the sale and leaseback agreement and the remaining half will be applied against the vessel’s hire
over the next couple of years under the extended time charter with Cargill.
CMBFL Sale and Leaseback
On June 22, 2021, the Company entered into sale and leaseback agreements for the M/Vs Hellasship and Patriotship in the total amount of $30.9 million with CMB Financial
Leasing Co., Ltd. (“CMBFL”) for the purpose of financing the outstanding acquisition price of both vessels. The Company sold and chartered back the vessels from two affiliates of CMBFL on a bareboat basis for a five-year period. The
financings bore interest at term SOFR plus a margin of 3.50% per annum. The Company had the option to buy back the vessels from the end of the second year until the end of the fifth year at predetermined prices as defined in the agreement.
The charterhire principal was repayable in 20 quarterly installments of $0.8 million each along with the purchase obligation of $15.3 million at maturity.
On June 28, 2024, the facility was refinanced by the AVIC Hellasship Sale and Leaseback and the AVIC Patriotship Sale and Leaseback, while the outstanding charterhire
principal of $21.5 million was repaid in full.
New Sale and Leaseback Activities after the year ended December 31, 2025
BOCL Partnership Sale and Leaseback
On March 2, 2026, the Company entered into a $26.5 million sale and leaseback agreement with an affiliate of BOC Financial Leasing Corporation Limited (“BOCL”) to
finance the purchase option cost of the M/V Partnership under the Chugoku Bank Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for a six-and-a-half-year period which commenced on March 9, 2026. The
charterhire principal amortizes in 26 quarterly installments of $0.8 million, bearing an interest rate of 3-month term SOFR plus 1.85% per annum. The Company has continuous options to repurchase the vessel at any time during the bareboat
charter period at predetermined prices, as set forth in the agreement, following the second anniversary of the bareboat charter. The sale and leaseback agreement does not include any financial covenants or security value maintenance
provisions.
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BOCL Newbuilding 1 Sale and Leaseback
On March 9, 2026, the Company entered into a $57.8 million sale and leaseback agreement with an affiliate of BOCL for the purpose of financing the construction cost of
the Newbuilding 1 scrubber fitted Newcastlemax vessel. Upon delivery of the vessel from the shipyard, the Company is expected to sell and charter back the vessel on a bareboat basis for an eight‑year period. Under the agreement, the lessor
will provide pre‑delivery financing for certain installments under the shipsales contract, with accrued interest payable in arrears on the relevant drawdown amounts. The charterhire principal will amortize in 32 quarterly installments of
$0.7 million, bearing an interest rate of 3-month term SOFR plus 1.85% per annum. The Company will have continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the
agreement, following the second anniversary of the bareboat charter. At the end of the bareboat charter period, if the purchase option has not been exercised, the Company will be obligated to pay a Purchase Option Premium (as defined
therein) amounting to $10.0 million. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions.
Sale and Leaseback Agreements repaid after the year ended December 31, 2025
AVIC Hellasship Sale and Leaseback
On June 4, 2024, the Company entered into a $19.5 million sale and leaseback agreement with Hao Leo Limited (“Hao Leo”), an affiliate of AVIC International Leasing Co.,
Ltd.(“AVIC”) to partially refinance the CMBFL Sale and Leaseback, secured by the M/Vs Hellasship and Patriotship. The agreement became effective on June 28, 2024, upon the delivery of the M/V Hellasship to the lessor. The Company sold and
chartered back the vessel on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The charterhire principal was repayable in four quarterly installments of $0.7 million followed by 16 quarterly
installments of $0.4 million along with a purchase obligation of $10.5 million at the expiry of the bareboat charter, while it bore an interest rate of 3-month term SOFR plus 2.55% per annum. The installments were paid in advance. The
Company had continuous options to repurchase the vessel at any time during the bareboat charter period and at predetermined prices as set forth in the agreement. As of December 31, 2025, the amount outstanding under the AVIC Hellasship Sale
and Leaseback was $15.5 million.
On January 8, 2026, the Company refinanced the outstanding amount of $15.5 million using the proceeds from the Huarong Hellasship Sale and Leaseback.
AVIC Iconship Sale and Leaseback
On June 4, 2024, the Company entered into a $21.9 million sale and leaseback agreement with Hao Cancer Limited (“Hao Cancer”), an affiliate of AVIC to partially finance
the acquisition of the M/V Iconship. The agreement became effective on June 11, 2024, upon the delivery of the vessel to the lessor. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, having a
purchase obligation at the end of the fifth year. The charterhire principal was repayable in four quarterly installments of $0.8 million followed by 16 quarterly installments of $0.5 million along with a purchase obligation of $11.5 million
at the expiry of the bareboat charter, while it bore an interest rate of 3-month term SOFR plus 2.55% per annum. The installments were paid in advance. The Company had continuous options to repurchase the vessel at any time during the
bareboat charter period and at predetermined prices as set forth in the agreement. As of December 31, 2025, the amount outstanding under the AVIC Iconship Sale and Leaseback was $17.5 million.
On January 8, 2026, the Company refinanced the outstanding amount of $17.5 million using the proceeds from the Huarong Iconship Sale and Leaseback.
AVIC Patriotship Sale and Leaseback
On June 4, 2024, the Company entered into a $16.9 million sale and leaseback agreement with Hao Virgo Limited (“Hao Virgo”), an affiliate of AVIC to partially refinance
the CMBFL Sale and Leaseback, secured by the M/Vs Hellasship and Patriotship. The agreement became effective on June 28, 2024, upon the delivery of the M/V Patriotship to the lessor. The Company sold
and chartered back the vessel on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The charterhire principal was repayable in four quarterly installments of $0.6 million followed by 16
quarterly installments of $0.3 million along with a purchase obligation of $9.5 million at the expiry of the bareboat charter, while it bore an interest rate of 3-month term SOFR plus 2.55% per annum. The installments were paid in advance.
The Company had continuous options to repurchase the vessel at any time during the bareboat charter period and at predetermined prices as set forth in the agreement. As of December 31, 2025, the amount outstanding under the AVIC Patriotship
Sale and Leaseback was $13.5 million.
On January 8, 2026, the Company refinanced the outstanding amount of $13.5 million using the proceeds from the Huarong Patriotship Sale and Leaseback.
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Chugoku Bank Sale and Leaseback
On February 25, 2022, the Company entered into a sale and leaseback transaction with Chugoku Bank, Ltd.(“Chugoku”) to refinance the prior indebtedness secured by the
M/V Partnership. The drawdown of the funds under the sale and leaseback agreement occurred on March 9, 2022. The financing amount was $21.3 million and the interest rate was SOFR plus a margin of 2.90% per annum. The principal was repayable
over an eight-year term, through 32 quarterly installments averaging approximately $0.6 million, followed by a purchase option of $2.4 million at the expiration of the bareboat charter. Following the second anniversary of the bareboat
charter, the Company had continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. As of December 31, 2025, the amount outstanding under the Chugoku Bank Sale and Leaseback was $12.6 million.
On March 9, 2026, the Company refinanced the outstanding amount of the Chugoku Bank Sale and Leaseback using the proceeds from the BOCL Partnership Sale and Leaseback.
C. Research and development, patents and licenses, etc.
Not applicable.
D. Trend Information
Our results of operations depend primarily on the charter rates earned by our vessels. The widely accepted benchmark of charter market in the dry bulk industry is the
Baltic Dry Index, or the BDI. Over the course of 2025, the BDI registered a low of 715 on January 30, 2025 and a high of 2,845 on December 3, 2025.
The historic performance of the BDI has been characterized by high volatility driven by changes in supply and demand for vessels. Over an extended period of time in
recent years, the growth in the size of the dry bulk fleet has outpaced growth in vessel demand. Specifically, in the period from 2010 to 2024, the size of the fleet in terms of deadweight tons grew by an annual average of about 5.0% while
the corresponding growth in demand for dry bulk carriers grew by 3.0%, resulting in a drop of about 50% in the value of the BDI over the period.
In 2025, the total size of the dry bulk fleet rose by about 3.0%, compared to demand growth of 2.2%. According to tentative projections, the total size of the dry bulk
fleet is expected to rise by about 3.6% in 2026, compared to expected demand growth of 1.8%.
Capesize dry bulk vessels primarily transport iron ore and coal, with bauxite gaining a larger share year by year. China is a major player in the global iron ore market,
importing more than 70% of seaborne iron ore. Australia and Brazil dominate exports, accounting for nearly 80% of global iron ore exports combined. Since 2000, the growth in China’s iron ore and coal imports has significantly influenced the
dry bulk market, though, this trend has slowed since 2015. On the bauxite front, China’s bauxite imports are playing an increasingly vital role in Capesize markets. Infrastructure improvements in West Africa, led by Guinea, are expected to
further boost bauxite trade, while, the giant Simandou iron ore project is anticipated to significantly increase iron ore exports from the region.
The significant geopolitical developments, with most notable the ongoing tensions in Ukraine and the Middle East, including the war between the United States and Israel,
and Iran, along with escalating tariff disputes, have to a certain extent disrupted dry bulk seaborne trade, affecting global shipping routes, freight rates, and maritime security. Further to the direct impact on seaborne trade, these events
affected the seaborne trade through their impact, realized or expected, on economic activity and inflation.
While the ongoing war in Ukraine, especially at its first stages, heightened economic uncertainty, it has had minimal impact on the dry bulk market so far. Initially, the
effect ranged from neutral to positive, with shifts in ton-mile demand supporting the market. Our operations have not been materially affected, as our vessels do not currently operate in Russian or Ukrainian ports, and our suppliers and
service providers have not faced restrictions or disruptions in their activities. We do not anticipate significant impacts in the future. Meanwhile, the Israel–Hamas conflict and subsequent missile attacks by the Houthis in the Red Sea have
led vessels to divert via the Cape of Good Hope, which had a modestly positive impact on the dry bulk market by reducing supply. While the cease-fire declared on January 15, 2025 eased tensions in the region, attacks resumed in March 2025 and
the future direction of the conflict remains highly uncertain and may continue to pose a significant safety hazard for vessels transiting the Red Sea. More recently, the escalation of hostilities in 2025 and 2026, including the war between
the United States, and Israel, and Iran, has further increased uncertainty regarding the safety of key maritime chokepoints, including the Red Sea, the Gulf of Aden and the Strait of Hormuz. Finally, evolving trade policies and the potential
implementation of additional trade tariffs by the United States and other countries may pose risks for dry bulk vessels. The administration’s proposed tariffs, including a 20% tariff on Chinese products, could lead to higher import costs and
trade imbalances. These tariffs may affect shipping volumes, routes, and demand patterns, potentially impacting the dry bulk market. We may need to adjust our operational strategies to navigate these changes.
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As all of our fleet is employed on index-linked charter contracts, and two of them earn a daily hire of a fixed floor rate plus a profit-sharing scheme based on the BCI
index rate, we will be exposed to any near-term volatility in the charter market, to the extent that we have not hedged the index-linked earnings through forward freight agreements. We believe we have structured our capital expenditure
requirements, debt commitments and liquidity resources in a way that will provide us with financial flexibility (see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources” for more information).
Important Measures and Definitions for Analyzing Results of Operations
We use a variety of financial and operational terms and concepts. These include the following:
Ownership days. Ownership days are the total number of calendar days in a period during which we owned or
chartered in on bareboat basis each vessel in our fleet. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period. Our calculation of
Ownership Days may not be comparable to that reported by other companies due to differences in methods of calculation.
Available days. Available days are the number of ownership days less the aggregate number of repair days that
our vessels are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys, which are the repair days. The shipping industry uses available days to measure the aggregate number of days in a period during which
vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of calculation.
Operating days. Operating days are the number of available days in a period less the aggregate number of
off-hire days that our vessels are off-hire due to unforeseen circumstances, which are the off-hire days. Operating days include the idle days that our vessels are in ballast voyages without having fixed their next employment. The shipping
industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues. Our calculation of Operating Days may not be comparable to that reported by other companies due to
differences in methods of calculation.
Fleet utilization. Fleet utilization is the percentage of time that our vessels were generating revenues and
is determined by dividing operating days by ownership days for the relevant period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its
vessels are off-hire for unforeseen events. We believe it provides additional meaningful information and assists management in making decisions regarding areas where we may be able to improve efficiency and increase revenue and because we
believe that it provides useful information to investors regarding the efficiency of our operations.
Off-hire. The period a vessel is not being chartered or is unable to perform the services for which it is
required under a charter.
Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any
modifications to comply with industry certification or governmental requirements.
Time charter. A time charter is a contract for the use of a vessel for a specific period of time (period time
charter) or for a specific voyage (trip time charter) during which the charterer pays substantially all of the voyage expenses, including port charges, bunker expenses, canal charges and other commissions. The vessel owner pays the vessel
operating expenses, which include crew costs, provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel’s dry-docking and intermediate and special
survey costs. Time charter rates are usually index linked during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter
agreement when the subject vessel is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in
spot charter rates.
Bareboat charter. A bareboat charter is generally a contract pursuant to which a vessel owner provides its
vessel to a charterer for a fixed period of time at a specified daily rate. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.
Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a
discharge port for an agreed-upon total amount. Under voyage charters, voyage expenses, such as port charges, bunker expenses, canal charges and other commissions, are paid by the vessel owner, who also pays vessel operating expenses.
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TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a
period divided by the number of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions.
Daily Vessel Operating Expenses. Daily Vessel Operating Expenses are calculated by dividing vessel operating
expenses less pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Vessel operating expenses
before pre-delivery expenses exclude one-time pre-delivery and pre-joining expenses associated with initial crew manning and supply of stores of Company’s vessels upon delivery.
Performance Indicators
The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable
U.S. GAAP measures.
Year Ended December 31,
Fleet Data: 2025 2024 2023
Ownership days 7,440 6,518 6,008
Available days(1) 7,202 6,485 6,008
Operating days(2) 7,164 6,447 5,953
Fleet utilization 96.3 % 98.9 % 99.1 %
Average Daily Results:
TCE rate(3) $ 20,937 $ 25,063 $ 17,501
Daily Vessel Operating Expenses(4) $ 7,127 $ 6,976 $ 6,879
(1) During the year ended December 31, 2025, we had incurred 238 off-hire days for scheduled dry-dockings. During the year ended December 31, 2024, we had incurred 33 off-hire days for scheduled dry-dockings and ballast water treatment installation for our vessels.
(2) During the year ended December 31, 2025, we had incurred 38 off-hire days due to unforeseen circumstances. During the year ended December 31, 2024, we had incurred 38 off-hire days due to unforeseen circumstances.
(3) We include TCE rate, which is not a recognized measure under U.S. GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. GAAP measure and because it assists our management in making decisions regarding the deployment and use of our vessel and because we believe that it provides useful information to investors regarding our financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles our net revenues from vessels to TCE rate.
Year Ended December 31,
(In thousands of US Dollars, except operating days and TCE rate) 2025 2024 2023
Net revenues from vessels $ 155,519 $ 164,881 $ 107,036
Voyage expenses (5,524 ) (3,297 ) (2,851 )
Time charter equivalent revenues $ 149,995 $ 161,584 $ 104,185
Operating days 7,164 6,447 5,953
Daily time charter equivalent rate $ 20,937 $ 25,063 $ 17,501
(4) We include Daily Vessel Operating Expenses, which is a non GAAP metric, as we believe it provides additional meaningful information and assists management in making decisions regarding the deployment and the use of our vessels and because we believe that it provides useful information to investors regarding our financial performance. Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by other companies. The following table reconciles our vessels operating expenses to Daily Vessel Operating Expenses.
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(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses) Year Ended December 31,
2025 2024 2023
Vessel operating expenses $ 53,785 $ 46,985 $ 42,260
Pre-delivery expenses (761 ) (1,515 ) (933 )
Vessel operating expenses before pre-delivery expenses 53,024 45,470 41,327
Ownership days 7,440 6,518 6,008
Daily Vessel Operating Expenses $ 7,127 $ 6,976 $ 6,879
Please also see “–B. Liquidity and Capital Resources.”
E. Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S.
GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at
the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.
Critical accounting estimates are those that reflect significant judgments of uncertainties and potentially result in materially different results under different
assumptions and conditions. We have described below what we believe is our most critical accounting estimate, because it generally involves a comparatively higher degree of judgment in its application. For a description of all our significant
accounting policies, see Note 2 to our annual audited financial statements included in this annual report.
Impairment of long-lived assets (Vessels)
The Company’s long-lived assets are comprised of owned vessels and vessels financed under sale and leaseback agreements. Reference to vessels for purposes of this
discussion refers to both owned vessels and vessels financed under sale and leaseback agreements. We review our vessels for impairment whenever there are relevant events or changes in circumstances, such as prevailing market conditions,
obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus any unamortized dry-docking costs, may not be
recoverable. The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions we consider to be indicators of a potential impairment for our vessels. In the event the
independent fair market value of a vessel is lower than its carrying value, we determine undiscounted projected operating cash flows for such vessel and compare it to the vessel’s carrying value, plus any unamortized dry-docking costs. When
the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than its carrying value, plus any unamortized dry-docking costs, we impair the carrying amount of the
vessel. Measurement of the impairment loss is determined by the Company based on the fair value of the asset as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are
determined by considering the estimated future charter rate for the first calendar year, using the average of two published third party estimates and for the period thereafter up to the end of the estimated useful life of the vessel the
average 10-year historical daily charter earnings of similar size vessels excluding the outliers, published by a third party, adjusted for estimated commissions, expected off hires due to scheduled vessels’ maintenance and estimated
unexpected off hires. In addition, an estimate of additional daily revenue for the scrubber-fitted vessels is also included, reflecting additional compensation from charterers that the Company earns due to the fuel cost savings that these
vessels provide. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses, management fees and scheduled vessels’ maintenance.
Our assessment concluded that no impairment loss should be recorded as of December 31, 2025 and 2024.
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Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels
Historically, the market values of vessels have experienced volatility, which from time to time may be substantial. As a result, the charter-free market value of certain
of our vessels may have declined below those vessels’ carrying value, even though we would not impair those vessels’ carrying value under our accounting impairment policy. The table set forth below indicates (i) the carrying value of each of
our vessels as of December 31, 2025 and 2024, respectively, and (ii) which of our vessels we believe had a basic market value below their carrying value. The carrying value includes, as applicable, vessel costs, plus any unamortized deferred
dry-docking costs. This aggregate difference between the carrying value of these vessels and their market value of $0.2 million and $2.6 million, as of December 31, 2025 and 2024, respectively, represents the amount by which we believe we
would have had to reduce our net income if we sold all of such vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion
to buy as of December 31, 2025 and 2024, respectively. For purposes of this calculation, we assumed that the vessels would be sold at a price that reflected our estimate of their charter-free market values as of December 31, 2025 and 2024,
respectively.
Our estimates of charter-free market value assume that our vessels were all in good and seaworthy condition without need for repair and if inspected would be certified in
class without notations of any kind. Our estimates are based on information available from various industry sources, including:
• reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
• news and industry reports of similar vessel sales;
• offers that we may have received from potential purchasers of our vessels; and
• vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.
As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our
estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them.
Carrying Value plus any unamortized dry-docking costs as of
Vessel Year Built Dwt December 31, 2025 (in millions of U.S. dollars) December 31, 2024 (in millions of U.S. dollars)
Titanship 2011 207,855 26.6 28.2
Meiship 2013 207,851 35.3 -
Patriotship 2010 181,709 21.1 21.9
Dukeship 2010 181,453 27.9 28.4
Worldship 2012 181,415 26.9 28.3
Paroship 2012 181,415 27.7 27.8
Kaizenship 2012 181,396 35.0 35.1 *
Iconship 2013 181,392 31.0 32.7
Hellasship 2012 181,325 22.8 24.3
Honorship 2010 180,242 29.2 29.3
Fellowship 2010 179,701 21.6 22.6
Championship 2011 179,238 28.8 30.7
Partnership 2012 179,213 25.4 27.1
Knightship 2010 178,978 19.5 18.5
Lordship 2010 178,838 18.9 20.8
Friendship 2009 176,952 19.5 21.1
Blueship 2011 178,459 32.2 * -
Flagship 2013 176,387 23.2 24.9
Geniuship 2010 170,057 - 19.4
Premiership 2010 170,024 23.6 22.6
Squireship 2010 170,018 26.0 25.3
TOTAL 522.2 489.0
* Indicates dry bulk carrier vessels for which we believe, as of December 31, 2025 and 2024, respectively, the basic charter-free market value was lower than the vessel’s carrying value plus any unamortized dry-docking costs.
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As presented in Balance Sheets as of December 31, 2025 and 2024.
December 31, 2025 (in millions of U.S. dollars) December 31, 2024 (in millions of U.S. dollars)
Vessels, net 506.5 484.5
Deferred dry-docking charges, non-current 15.7 4.5
Total 522.2 489.0
We refer you to the risk factor entitled “The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger certain
financial covenants under our loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.”
Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions
are highly subjective. There can be no assurance as to how charter rates and vessel values will fluctuate in the future. Charter rates may, from time to time throughout our vessels’ lives, remain for a considerable period of time at depressed
levels which could adversely affect our revenue and profitability, and future assessments of vessel impairment. To minimize such subjectivity, our analysis for the years ended December 31, 2025 and 2024 also involved sensitivity analysis to
the model input we believe is more important and likely to change. In particular, in terms of our estimates for the time charter equivalent for the unfixed period, we use a combination of one-year charter rates estimate and the average of the
trailing 10-year historical charter rates, excluding outliers. Although the trailing 10-year historical charter rates, excluding the outliers, cover at least a full business cycle, we sensitized our model with regards to long-term historical
charter rate assumptions for the unfixed period beyond the first year. The impairment test that we conduct, when required, is most sensitive to variances in future time charter rates. Our sensitivity analysis revealed that, to the extent that
going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 12% for Capesize vessels, we would not be required to recognize impairment. For the year ended December 31, 2025, indicators of
impairment existed for one of our vessels as their carrying value plus any unamortized dry-docking costs was higher than its market value. The carrying value of the one vessel plus any unamortized dry-docking costs for which impairment
indicators existed as at December 31, 2025, was $32.2 million.