REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | ☒ | Non-accelerated filer |
☐ | Emerging growth company |
International Financial Reporting Standards as issued by the | Other ☐ | |||||||
International Accounting Standards Board | ☐ |
1 | ||||||
Part I | 2 | |||||
Item 1. | 2 | |||||
Item 2. | 2 | |||||
Item 3. | 2 | |||||
Item 4. | 32 | |||||
Item 4A. | 45 | |||||
Item 5. | 45 | |||||
Item 6. | 64 | |||||
Item 7. | 70 | |||||
Item 8. | 74 | |||||
Item 9. | 75 | |||||
Item 10. | 75 | |||||
Item 11. | 88 | |||||
Item 12. | 90 | |||||
PART II | 91 | |||||
Item 13. | 91 | |||||
Item 14. | 91 | |||||
Item 15. | 91 | |||||
Item 16A. | 94 | |||||
Item 16B. | 94 | |||||
Item 16C. | 94 | |||||
Item 16D. | 95 | |||||
Item 16E. | 95 | |||||
Item 16F. | 95 | |||||
Item 16G. | 95 | |||||
Item 16H. | 95 | |||||
Item 16I. | 95 | |||||
PART III | 96 | |||||
Item 17. | 96 | |||||
Item 18. | 96 | |||||
Item 19. | 96 |
• | future operating or financial results; |
• | global and regional economic and political conditions, including the conflict in Ukraine and related global response and sanctions; |
• | the impact of the COVID-19 pandemic and efforts throughout the world to contain its spread, including effects on global economic activity, demand for seaborne transportation of LPG, the ability and willingness of charterers to fulfill their obligations to us and prevailing charter rates, availability of shipyards performing scrubber installations, drydocking and repairs, changing vessel crews and availability of financing; |
• | pending or recent acquisitions, business strategy and expected capital spending or operating expenses; |
• | our cooperation with our joint venture partners and any expected benefits from such joint venture arrangements; |
• | competition in the LPG marine transportation industry; |
• | shipping market trends, including charter rates, factors affecting supply and demand and world fleet composition; |
• | potential disruption of shipping routes due to accidents, diseases, pandemics, political events, piracy or acts by terrorists, including the impact of the COVID-19 pandemic and the ongoing efforts throughout the world to contain it; |
• | ability to employ our vessels profitably; |
• | performance by the counterparties to our charter agreements; |
• | future liquefied petroleum gas (“LPG”) prices and production; |
• | future supply and demand for oil and natural gas of which LPG is a byproduct; |
• | our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities, the terms of such financing and our ability to comply with covenants set forth in our existing and future financing arrangements; |
• | performance by the shipyards constructing our newbuilding vessels; and |
• | expectations regarding vessel acquisitions and dispositions. |
Item 1. |
Identity of Directors, Senior Management and Advisers |
Item 2. |
Offer Statistics and Expected Timetable |
Item 3. |
Key Information |
• | The cyclical nature of the demand for LPG transportation may lead to significant changes in our chartering and vessel utilization, which may result in difficulty finding profitable charters for our vessels. |
• | Economic and political factors, including increased trade protectionism and tariffs and health pandemics, such as the COVID-19 pandemic, and the conflict in Ukraine and related sanctions, could materially adversely affect our business, financial position and results of operations. |
• | The impact of the COVID-19 pandemic and efforts throughout the world to contain its spread, including effects on global economic activity, demand for energy and seaborne energy transportation, the ability and willingness of charterers to fulfill their obligations to us, charter rates for LPG carriers, drydocking and repairs, changing vessel crews and availability of financing. |
• | Our revenues, operations and future growth could be adversely affected by a decrease in supply of liquefied natural gas, or natural gas. |
• | An over-supply of ships may lead to a reduction in charter rates, vessel values and profitability. |
• | The market values of our vessels may remain at relatively low levels for a prolonged period and over time may fluctuate significantly. When the market values of our vessels are low, we may incur a loss on sale of a vessel or record an impairment charge, which may adversely affect our profitability and possibly lead to defaults under our loan agreements. |
• | Technological innovation could reduce our charter hire income and the value of our vessels. |
• | Changes in fuel, or bunker, prices may adversely affect profits. |
• | We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our financial conditions and results of operations. |
• | Risks involved with operating ocean-going vessels could affect our business and reputation, which would adversely affect our revenues and stock price. |
• | Governments could requisition our vessels during a period of war or emergency, and maritime claimants could arrest our vessels. |
• | Our operations outside the United States expose us to global risks, such as political conflict, terrorism and public health concerns, which may interfere with the operation of our vessels. |
• | We are dependent on the ability and willingness of our charterers to honor their commitments to us for all our revenues . |
• | We are exposed to the volatile spot market and charters at attractive rates may not be available when the charters for our vessels expire which would have an adverse impact on our revenues and financial condition. |
• | We depend upon a few significant customers for a large part of our revenues. The loss of one or more of these customers could adversely affect our financial performance. |
• | Our loan agreements or other financing arrangements contain restrictive covenants that may limit our liquidity and corporate activities. |
• | The market values of our vessels may decrease, which could cause us to breach covenants in our credit and loan facilities, and could have a material adverse effect on our business, financial condition and results of operations. |
• | A significant increase in our debt levels may adversely affect us and our cash flows. |
• | We depend on our manager, Stealth Maritime Corporation S.A., to operate our business. |
• | Delays in the delivery of any newbuilding or secondhand LPG carriers we agree to acquire could harm our operating results. |
• | We are exposed to volatility in, and related to the phasing out of, LIBOR. |
• | We may enter into derivative contracts to hedge our exposure to fluctuations in interest rates, which could result in higher than market interest rates and charges against our income. |
• | We may have to pay tax on U.S.-source income or may become a passive foreign investment company. |
• | As a foreign private issuer we are entitled to claim an exemption from certain Nasdaq corporate governance standards, and if we elected to rely on this exemption, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. |
• | We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law or a bankruptcy act, and it may be difficult to enforce service of process and judgments against us and our officers and directors. |
• | The market price of our common stock has fluctuated and may continue to fluctuate in the future, and we may not pay dividends on our common stock. |
• | Anti-takeover provisions in our organizational documents and other agreements could make it difficult for our stockholders to replace or remove our current Board of Directors or have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock. |
• | supply and demand for LPG products; |
• | the price of oil; |
• | global and regional economic conditions; |
• | the distance LPG products are to be moved by sea; |
• | availability of alternative transportation means; |
• | changes in seaborne and other transportation patterns; |
• | environmental and other regulatory developments; |
• | weather; and |
• | pandemics, such as the outbreak and spread of COVID-19; |
• | the number of newbuilding deliveries; |
• | the scrapping rate of older vessels; |
• | LPG carrier prices; |
• | changes in environmental and other regulations that may limit the useful lives of vessels; and |
• | the number of vessels that are out of service. |
• | adverse global or regional economic or political conditions, particularly in LPG consuming regions, which could reduce energy consumption; |
• | a reduction in global or general industrial activity specifically in the plastics and chemical industries; |
• | a decline in the price of oil which makes LPG a less attractive alternative for some uses and generally leads to reduced production of oil and gas; |
• | changes in the cost of petroleum and natural gas from which LPG is derived; |
• | decreases in the consumption of LPG or natural gas due to availability of new alternative energy sources, or increases in the price of LPG or natural gas relative to other energy sources, or other factors making consumption of LPG or natural gas less attractive; and |
• | increases in pipelines for LPG, which are currently few in number, linking production areas and industrial and residential areas consuming LPG, or the conversion of existing non-petroleum gas pipelines to petroleum gas pipelines in those markets. |
• | general economic and market conditions affecting the shipping industry; |
• | age, sophistication and condition of our vessels; |
• | types and sizes of vessels; |
• | availability of other modes of transportation; |
• | cost and delivery of schedules for new-buildings; |
• | governmental and other regulations; |
• | supply and demand for LPG products; |
• | prevailing level of LPG charter rates; and |
• | technological advances. |
• | marine accident or disaster; |
• | piracy and terrorism; |
• | explosions; |
• | environmental accidents; |
• | pollution; |
• | loss of life; |
• | cargo and property losses or damage; and |
• | business interruptions caused by mechanical failure, human error, war, political action in various countries, labor strikes or adverse weather conditions. |
• | incur additional indebtedness; |
• | create liens on our assets; |
• | sell capital stock of our subsidiaries; |
• | make investments; |
• | engage in mergers or acquisitions; |
• | pay dividends; and |
• | make capital expenditures. |
• | the administration, chartering and operations supervision of our fleet; |
• | our recognition and acceptance as owners of LPG carriers, including our ability to attract charterers; |
• | relations with charterers and charter brokers; |
• | operational expertise; and |
• | management experience. |
• | locating and acquiring suitable vessels; |
• | identifying and completing acquisitions or joint ventures; |
• | integrating any acquired business successfully with our existing operations; |
• | expanding our customer base; and |
• | obtaining required financing. |
• | authorizing our Board of Directors to issue “blank check” preferred stock without stockholder approval; |
• | providing for a classified Board of Directors with staggered three-year terms; |
• | prohibiting cumulative voting in the election of directors; |
• | authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of 80% of the outstanding shares of our common stock entitled to vote for the directors; |
• | limiting the persons who may call special meetings of stockholders; |
• | establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and |
• | prohibiting certain transactions with interested stockholders. |
Item 4. |
Information on the Company |
Name |
Year Built |
Vessel Size (cbm) |
Vessel Type |
Employment Status |
Expiration of Charter(1) | |||||
Eco Arctic |
2018 | 22,363 | semi-refrigerated |
Time Charter | November 2022 | |||||
Eco Ice |
2018 | 22,358 | semi-refrigerated | Spot | — | |||||
Eco Freeze |
2018 | 22,353 | semi-refrigerated | Time Charter | April 2022 | |||||
Eco Frost |
2017 | 22,359 | semi-refrigerated | Time Charter | August 2022 | |||||
Eco Blizzard |
2021 | 11,013 | fully-pressurized | Time Charter | October 2022 | |||||
Eco Alice |
2020 | 7,543 | fully-pressurized | Time Charter | July 2022 | |||||
Eco Nical(4) |
2016 | 7,541 | fully-pressurized | Time Charter | October 2022 | |||||
Gas Husky |
2012 | 7,516 | fully-pressurized | Time Charter | July 2022 | |||||
Gas Esco |
2012 | 7,514 | fully-pressurized | Spot | — | |||||
Eco Dominator(6) |
2016 | 7,221 | fully-pressurized | Time Charter | March 2023 | |||||
Eco Galaxy |
2015 | 7,213 | fully-pressurized | Time Charter | December 2022 | |||||
Eco Chios |
2014 | 7,211 | fully-pressurized | Bareboat Charter | May 2022 | |||||
Eco Stream |
2014 | 7,210 | fully-pressurized | Spot | — | |||||
Gas Flawless |
2007 | 6,337 | fully-pressurized | Time Charter | April 2022 | |||||
Gas Prodigy |
2003 | 5,031 | fully-pressurized | Time Charter | April 2022 | |||||
Eco Enigma |
2015 | 5,025 | fully-pressurized | Time Charter | January 2023 | |||||
Eco Universe(6) |
2015 | 5,025 | fully-pressurized | Time Charter | February 2023 | |||||
Eco Czar |
2015 | 5,020 | fully-pressurized | Time Charter | June 2022 | |||||
Eco Nemesis(6) |
2015 | 5,019 | fully-pressurized | Time Charter | March 2023 | |||||
Gas Monarch(7) |
1997 | 5,018 | fully-pressurized | Spot | — | |||||
Gas Elixir |
2011 | 5,018 | fully-pressurized | Spot | — | |||||
Gas Cerberus |
2011 | 5,018 | fully-pressurized | Time Charter | April 2022 | |||||
Gas Myth(6) |
2011 | 5,018 | fully-pressurized | Time Charter | January 2023 | |||||
Eco Invictus(6) |
2014 | 5,016 | fully-pressurized | Time Charter | November 2022 | |||||
Eco Texiana |
2020 | 5,030 | fully-pressurized | Time Charter | July 2022 | |||||
Eco Green(6) |
2015 | 4,991 | fully-pressurized | Time Charter | June 2022 | |||||
Eco Dream |
2015 | 4,989 | fully-pressurized | Time Charter | June 2022 | |||||
Gas Spirit |
2001 | 4,112 | fully-pressurized | Time Charter | April 2022 | |||||
Eco Elysium(5) |
2014 | 3,526 | fully-pressurized | Time Charter | June 2024 | |||||
Eco Royalty(6) |
2015 | 3,525 | fully-pressurized | Time Charter | February 2023 | |||||
Eco Corsair |
2014 | 3,524 | fully-pressurized | Time Charter | February 2023 | |||||
Gas Astrid |
2009 | 3,514 | fully-pressurized | Bareboat Charter | April 2022 | |||||
Gas Exelero |
2009 | 3,513 | fully-pressurized | Bareboat Charter | June 2022 | |||||
Gas Alice(6) |
2006 | 3,513 | fully-pressurized | Time Charter | August 2023 | |||||
Gas Galaxy |
1997 | 3,312 | fully-pressurized | Time Charter | September 2022 | |||||
259,508 cbm |
||||||||||
JV LPG Vessels (7 vessels) |
||||||||||
Eco Nebula(2) |
2007 | 38,898 | fully-refrigerated | Time Charter | July 2022 | |||||
Gaschem Bremen(3) |
2010 | 35,232 | fully-refrigerated | Time Charter | March 2023 | |||||
Eco Evoluzione (ex. Gaschem Stade)(3) |
2010 | 35,214 | fully-refrigerated | Time Charter | August 2022 | |||||
Gas Haralambos(2)(6) |
2007 | 7,020 | fully-pressurized | Time Charter | June 2022 | |||||
Gas Defiance(2) |
2008 | 5,018 | fully-pressurized | Time Charter | May 2022 | |||||
Gas Shuriken(2) |
2008 | 5,018 | fully-pressurized | Time Charter | December 2022 | |||||
Eco Lucidity(2)(6) |
2015 | 3,517 | fully-pressurized | Time Charter | December 2022 | |||||
129,918 cbm |
||||||||||
Total LPG Carrier Fleet: 42 vessels |
389,426 cbm |
(1) | Earliest date charters could expire. |
(2) | JV vessel owned by a joint venture established in 2019 in which we own a 50.1% equity interest. |
(3) | JV vessel owned by a joint venture established in 2020 in which we own a 51% equity interest. |
(4) | Charterer has the option to extend charter for an additional six months. |
(5) | Charterer has option to extend charter for an additional three-year period. |
(6) | Charterer has option to extend charter for an additional year. |
(7) | On April 19, 2022, the Company entered into a memorandum of agreement for the disposal of the vessel “Gas Monarch” to an unaffiliated third party for $2,375,000, which sale remains subject to customary conditions. |
• | natural resources damage and the costs of assessment thereof; |
• | real and personal property damage; |
• | net loss of taxes, royalties, rents, fees and other lost revenues; |
• | lost profits or impairment of earning capacity due to property or natural resources damage; and |
• | net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. |
• | on-board installation of automatic information systems, or AIS, to enhance vessel-to-vessel vessel-to-shore |
• | on-board installation of ship security alert systems; |
• | the development of vessel security plans; and |
• | compliance with flag state security certification requirements. |
Item 4A. |
Unresolved Staff Comments |
Item 5. |
Operating and Financial Review and Prospects |
• | Charters and revenues. |
• | Charters and expenses. |
particular voyage. Under a bareboat charter, the charterer is responsible for all vessel operating expenses and voyage expenses incurred during the term of the charter. Under a voyage or spot charter, we are responsible for both the vessel operating expenses and the voyage expenses incurred in performing the charter. |
• | Calendar days off-hire days associated with major repairs, dry dockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenue and the amount of expense that we record during that period. In the first quarter of 2019, we agreed to sell a 49.9% equity interest in the entities owning four of our LPG carriers. We may also elect to sell additional vessels in our fleet from time to time, such as the two LPG carriers we sold in the first quarter of 2022, the two LPG carriers we sold in 2021 (including one JV vessel), the two LPG carriers we sold in 2020, the one LPG carrier we sold in 2019 (excluding four of our vessels in which we sold a 49.9% equity interest in our joint venture arrangement). During the same period we acquired seven LPG carriers thus increasing the total number of calendar days. |
• | Voyage days off-hire days associated with major repairs, dry dockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
• | Fleet utilization; Fleet operational utilization off-hire for reasons such as scheduled repairs, vessel upgrades or drydockings and other surveys, and uses fleet operational utilization to also measure a company’s efficiency in finding suitable employment for its vessels. |
• | Cyclicality |
of, and demand for, LPG carrier capacity. From the last quarter of 2011 until the third quarter of 2014, LPG carrier market conditions generally improved from low levels with higher LPG carrier charter rates and utilization levels, however, the impact of the dramatic decline in oil prices on demand for LPG adversely affected LPG carrier charter rates and utilization levels from the fourth quarter of 2014 until the latter part of 2017, particularly in the smaller vessel classes. In 2017, there were increases in oil prices and in the second half of 2017 some limited improvement in LPG carrier charter rates and utilization levels which continued in 2018 and until the beginning of 2020, when the broader shipping market was globally affected by the outbreak of the COVID-19 virus and the resulting disruptions to the international shipping industry and energy demand, have and could continue to negatively affect small and medium range LPG carrier charter rates. |
• | Seasonality |
• | revenue estimates based on nine-year historical average rates (base rate) for periods for which there is no charter in place for vessels of less than twenty years of age and, |
• | revenue estimates based on five-year historical average rates for periods for which there is no charter in place for vessels of twenty years of age and above, |
• | 96.4% for vessels of less than twenty years of age, and |
• | actual five-year historical average utilization rate for the vessels of twenty years of age and above. |
Percentage difference between our average 2021 rates as compared with the base rates for the vessels |
5-year historicalaverage rate |
3-year historicalaverage rate |
1-year historicalaverage rate |
|||||||||||||||||||||||||||||
of less than twenty years of age |
of twenty years of age and above |
No. of vessels |
Amount ($ million) |
No. of vessels |
Amount ($ million) |
No. of vessels |
Amount ($ million) |
|||||||||||||||||||||||||
LPG Carriers |
0.59 | % | -1.86 | % | — | — | — | — | 1 | 1.8 |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
INCOME STATEMENT DATA |
||||||||||||
Revenues |
$ | 144,259,312 | $ | 145,003,021 | $ | 150,204,527 | ||||||
Revenues—related party |
— | — | — | |||||||||
Total Revenues |
$ | 144,259,312 | $ | 145,003,021 | $ | 150,204,527 | ||||||
Operating expenses: |
||||||||||||
Voyage expenses |
15,201,978 | 12,259,795 | 20,342,186 | |||||||||
Voyage expenses—related party |
1,788,543 | 1,799,209 | 1,867,100 | |||||||||
Vessels’ operating expenses |
48,619,594 | 52,344,721 | 60,443,813 | |||||||||
Vessels’ operating expenses—related party |
966,500 | 950,500 | 1,065,750 | |||||||||
Charter hire expenses |
6,268,988 | 318,606 | — | |||||||||
Dry-docking costs |
1,094,306 | 3,640,327 | 5,285,490 | |||||||||
Management fees |
5,730,910 | 5,599,351 | 5,831,900 | |||||||||
General and administrative expenses |
3,706,320 | 2,301,308 | 4,337,013 | |||||||||
Depreciation |
37,693,733 | 37,455,093 | 37,125,903 | |||||||||
Impairment loss |
993,916 | 3,857,307 | 44,616,214 | |||||||||
Other operating costs |
— | — | — | |||||||||
Net loss on sale of vessels |
485,516 | 1,134,854 | 304,210 | |||||||||
Total expenses |
122,550,304 | 121,661,071 | 181,219,579 | |||||||||
Income/(Loss) from operations |
21,709,008 | 23,341,950 | (31,015,052 | ) | ||||||||
Interest and finance costs |
(20,978,065 | ) | (14,129,893 | ) | (12,678,101 | ) | ||||||
Gain on deconsolidation on subsidiaries |
145,000 | — | — | |||||||||
(Loss)/Gain on derivatives |
(107,550 | ) | (50,976 | ) | 240,153 | |||||||
Interest income |
846,271 | 167,794 | 26,379 | |||||||||
Foreign exchange loss |
(8,235 | ) | (54,374 | ) | (23,288 | ) | ||||||
Other expenses, net |
(20,102,579 | ) | (14,067,449 | ) | (12,434,857 | ) | ||||||
Equity earnings in joint ventures |
486,695 | 2,709,984 | 8,326,701 | |||||||||
Net income/(loss) |
2,093,124 | 11,984,485 | (35,123,208 | ) |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
FLEET DATA |
||||||||||||
Average number of vessels(1) |
42.6 | 41.6 | 41.3 | |||||||||
Total voyage days for fleet(2) |
16,230 | 15,079 | 14,786 | |||||||||
Total time and bareboat charter days for fleet(3) |
13,541 | 12,442 | 11,714 | |||||||||
Total spot market days for fleet(4) |
2,689 | 2,637 | 3,072 | |||||||||
Total calendar days for fleet(5) |
16,328 | 15,292 | 15,071 | |||||||||
Fleet utilization(6) |
99.4 | % | 98.6 | % | 98.1 | % | ||||||
Fleet operational utilization(7) |
97.5 | % | 96.1 | % | 94.9 | % | ||||||
AVERAGE DAILY RESULTS |
||||||||||||
Adjusted average charter rate(8) |
$ | 7,842 | $ | 8,684 | $ | 8,657 | ||||||
Vessel operating expenses(9) |
3,037 | 3,485 | 4,081 | |||||||||
General and administrative expenses |
227 | 150 | 288 | |||||||||
Management fees(11) |
351 | 366 | 387 | |||||||||
Total daily operating expenses(12) |
$ | 3,264 | $ | 3,635 | $ | 4,369 | ||||||
(1) | Average number of vessels is the number of owned vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period. |
(2) | Our total voyage days for our fleet reflect the total days the vessels we operated were in our possession for the relevant periods, net of off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
(3) | Total time and bareboat charter days for fleet are the number of voyage days the vessels in our fleet operated on time or bareboat charters for the relevant period. |
(4) | Total spot market charter days for fleet are the number of voyage days the vessels in our fleet operated on spot market charters for the relevant period. |
(5) | Total calendar days are the total days the vessels we operated were in our possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
(6) | Fleet utilization is the percentage of time that our vessels were available for revenue generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period. |
(7) | Fleet operational utilization is the percentage of time that our vessels generated revenue, and is determined by dividing voyage days (excluding commercially idle days) by fleet calendar days for the relevant period. |
(8) | Adjusted average charter rate is a measure of the average daily revenue performance of a vessel on a per voyage basis. We determine the adjusted average charter rate by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and are payable by us under a spot charter (which would otherwise be paid by the charterer under a time or bareboat charter contract), as well as commissions or any voyage costs incurred while the vessel is idle. Charter equivalent revenues and adjusted average charter rate are non-GAAP measures which provide additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAP measure, because they assist Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. They are also standard shipping industry performance measures used primarily to compare period-to-period |
expenses, unlike spot charters and time charters; Reconciliation of charter equivalent revenues as reflected in the consolidated statements of operations and calculation of adjusted average charter rate follow: |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Voyage revenues |
$ | 144,259,312 | $ | 145,003,021 | $ | 150,204,527 | ||||||
Voyage expenses |
(16,990,521 | ) | (14,059,004 | ) | (22,209,286 | ) | ||||||
Charter equivalent revenues |
$ | 127,268,791 | $ | 130,944,017 | $ | 127,995,241 | ||||||
Total voyage days for fleet |
16,230 | 15,079 | 14,786 | |||||||||
Adjusted average charter rate |
$ | 7,842 | $ | 8,684 | $ | 8,657 | ||||||
(9) | Vessel operating expenses, including related party vessel operating expenses, consist of crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. |
(10) | Daily general and administrative expenses are calculated by dividing total general and administrative expenses by fleet calendar days for the relevant period. |
(11) | Management fees are based on a fixed rate management fee of $440 per day for each vessel in our fleet under spot or time charter and a fixed rate fee of $125 per day for each of the vessels operating on bareboat charter. In addition to these fees there is also a fixed daily fee of $280 charged to four LPG vessels for which some services are currently provided by third party managers. Daily management fees are calculated by dividing total management fees by fleet calendar days for the relevant period. |
(12) | Total operating expenses, or “TOE”, is a measurement of our total expenses associated with operating our vessels. TOE is the sum of vessel operating expenses and general and administrative expenses. Daily TOE is calculated by dividing TOE by fleet calendar days for the relevant time period. |
Payments due by period (in thousands) |
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Total |
Less than 1 year (2022) |
1-3 years(2023-2024) |
3-5 years(2025-2026) |
More than 5 years (After January 1, 2027) |
||||||||||||||||
Long-term debt obligations |
303,167 | 39,639 | 61,214 | 154,656 | 47,658 | |||||||||||||||
Interest on principal amounts outstanding(1) |
35,224 | 6,951 | 16,415 | 10,378 | 1,479 | |||||||||||||||
Interest on interest rate swap arrangements outstanding(1) |
1,390 | 1,233 | 566 | (192 | ) | (216 | ) | |||||||||||||
Management fees(2) |
8,025 | 5,350 | 2,675 | — | — | |||||||||||||||
Executive fees |
524 | 524 | — | — | — | |||||||||||||||
Total |
348,330 | 53,697 | 80,870 | 164,842 | 48,921 | |||||||||||||||
(1) | Based on assumed 3M LIBOR rates (or replacement benchmark rate) of 0.52% for 2022, 1.31% for 2023, 1.60% for 2024, 1.65% for 2025, 1.63% for 2026 and 1.71% thereafter and the effect of our interest rate swap arrangements. |
(2) | Based on our management agreement with Stealth Maritime, we pay $125 per vessel per day for vessels on bareboat charter and $440 per vessel per day for vessels not on bareboat charter for our existing fleet (apart from four vessels for which some services are currently provided by third party managers, where a fixed daily fee of $280 is charged by Stealth Maritime). We also pay 1.25% of the gross freight, demurrage and charter hire collected from employment of our ships and 1% of the contract price of any vessels bought or sold on our behalf. The initial term of our management agreement with Stealth Maritime expired in June 2010, but is extended on a year-to-year |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Net cash provided by operating activities |
$ | 30,818,599 | $ | 52,113,096 | $ | 41,038,681 | ||||||
Net cash provided by/(used in) investing activities |
33,487,288 | (58,074,154 | ) | (19,247,631 | ) | |||||||
Net cash used in financing activities |
(61,616,546 | ) | (23,119,072 | ) | (29,130,715 | ) |
Credit Facility Issue Date |
Outstanding Principal Amount (in millions) |
Maturity |
Installment Frequency |
Installment Amount (in millions) |
Balloon (in millions) |
Mortgaged Vessels | ||||||||||||||
December 14, 2018 |
$ | 7.08 | Dec 2023 | Quarterly | $ | 0.20 | $ | 5.48 | Eco Invictus | |||||||||||
July 5, 2019 |
$ | 15.08 | July 2026 | Quarterly | $ | 0.79 | $ | 0.0 | Gas Husky Gas Esco | |||||||||||
March 29, 2019 |
$ | 3.04 | Dec 2022 | Quarterly | $ | 0.38 | $ | 1.54 | Gas Alice Gas Inspiration | |||||||||||
January 11, 2021 |
$ | 7.19 | Jan 2026 | Quarterly | $ | 0.24 | $ | 3.09 | Eco Stream | |||||||||||
$ | 7.19 | Jan 2026 | Quarterly | $ | 0.24 | $ | 3.09 | Eco Chios | ||||||||||||
$ | 8.30 | Jan 2026 | Quarterly | $ | 0.24 | $ | 4.30 | Eco Galaxy | ||||||||||||
July 29, 2014 |
$ | 6.07 | Jul 2023 | Quarterly | $ | 0.26 | $ | 4.23 | Eco Enigma | |||||||||||
$ | 6.07 | Jul 2023 | Quarterly | $ | 0.26 | $ | 4.23 | Eco Universe | ||||||||||||
January 19, 2021 |
$ | 6.61 | Jan 2028 | Quarterly | $ | 0.17 | $ | 2.41 | Eco Czar | |||||||||||
$ | 6.61 | Jan 2028 | Quarterly | $ | 0.17 | $ | 2.41 | Eco Nemesis | ||||||||||||
$ | 6.59 | Jan 2028 | Quarterly | $ | 0.17 | $ | 2.39 | Eco Corsair | ||||||||||||
$ | 6.59 | Jan 2028 | Quarterly | $ | 0.17 | $ | 2.39 | Eco Elysium | ||||||||||||
$ | 7.17 | Jan 2028 | Quarterly | $ | 0.18 | $ | 2.79 | Eco Royalty | ||||||||||||
$ | 7.17 | Jan 2028 | Quarterly | $ | 0.18 | $ | 2.79 | Eco Loyalty | ||||||||||||
May 18, 2016 |
$ | 23.36 | May 2025 | Quarterly | $ | 0.51 | $ | 16.25 | Eco Frost | |||||||||||
$ | 25.38 | Dec 2025 | Quarterly | $ | 0.52 | $ | 16.57 | Eco Ice | ||||||||||||
March 1, 2017 |
$ | 26.00 | Jan 2026 | Quarterly | $ | 0.63 | $ | 15.23 | Eco Arctic | |||||||||||
$ | 26.45 | Apr 2026 | Quarterly | $ | 0.63 | $ | 15.11 | Eco Freeze | ||||||||||||
June 19, 2020 |
$ | 10.35 | June 2026 | Quarterly | $ | 0.19 | $ | 6.90 | Eco Texiana | |||||||||||
April 30, 2020 |
$ | 14.73 | Nov 2026 | Quarterly | $ | 0.22 | $ | 10.62 | Eco Alice | |||||||||||
$ | 18.06 | Feb 2027 | Quarterly | $ | 0.26 | $ | 12.83 | Eco Blizzard | ||||||||||||
August 5, 2021 |
$ | 5.85 | Aug 2026 | Quarterly | $ | 0.27 | $ | 0.71 | Gas Elixir | |||||||||||
$ | 10.22 | Aug 2026 | Quarterly | $ | 0.25 | $ | 5.42 | Eco Dream | ||||||||||||
$ | 11.28 | Aug 2026 | Quarterly | $ | 0.27 | $ | 6.10 | Eco Nical | ||||||||||||
$ | 11.29 | Aug 2026 | Quarterly | $ | 0.26 | $ | 6.30 | Eco Dominator | ||||||||||||
$ | 5.88 | Aug 2026 | Quarterly | $ | 0.25 | $ | 1.20 | Gas Myth | ||||||||||||
$ | 5.86 | Aug 2026 | Quarterly | $ | 0.27 | $ | 0.75 | Gas Cerberus | ||||||||||||
$ | 3.84 | Aug 2026 | Quarterly | $ | 0.18 | $ | 0.37 | Gas Astrid | ||||||||||||
$ | 3.84 | Aug 2026 | Quarterly | $ | 0.18 | $ | 0.37 | Gas Exelero |
• | ensure that our leverage, which is defined as total debt net of cash/total market adjusted assets, does not at any time exceed 80%; |
• | maintain a ratio of the aggregate market value of the vessels securing the loan to the principal amount outstanding under such loan (which we sometimes refer to as the value maintenance or security coverage clause) at all times in excess of a range from 120% to 135% depending on our different loan agreements; |
• | ensure that our ratio of EBITDA (as defined in the loan agreements) to interest expense over the preceding twelve months is at all times more than 2.5 times; and |
• | to maintain on a monthly basis a cash balance amounting to $2,198,775 representing a proportionate amount of the next installment and relevant interest plus a minimum aggregate cash balance amounting to $12,197,611 in the earnings account with the relevant banks. |
Item 6. |
Directors, Senior Management and Employees |
Name |
Age |
Positions |
Year Became Director |
Year Director’s Current Term Expires |
||||||||||
Harry N. Vafias |
44 | Chief Executive, President, Chief Financial Officer and Class III Director | 2004 | 2024 | ||||||||||
Michael G. Jolliffe |
72 | Chairman of the Board, Class II Director | 2004 | 2022 | ||||||||||
Markos Drakos |
62 | Class I Director | 2006 | 2023 | ||||||||||
John Kostoyannis |
56 | Class II Director | 2010 | 2022 |
• | a Code of Business Conduct and Ethics; |
• | a Nominating and Corporate Governance Committee Charter; |
• | a Compensation Committee Charter; and |
• | an Audit Committee Charter. |
• | integrity of the Company’s financial statements, including its system of internal controls; |
• | Company’s compliance with legal and regulatory requirements; |
• | independent auditor’s appointment, qualifications and independence; |
• | retention, setting of compensation for, termination and evaluation of the activities of the Company’s independent auditors, subject to any required shareholder approval; and |
• | performance of the Company’s independent audit function and independent auditors, as well preparing an Audit Committee Report to be included in our annual proxy statement. |
• | reviewing the Board structure, size and composition and making recommendations to the Board with regard to any adjustments that are deemed necessary; |
• | evaluating and recommending to the Board the slate of nominees for directors to be elected by the stockholders at the Company’s next annual meeting of stockholders and, where applicable, to fill vacancies; |
• | recommending to the Board the responsibilities of the Board committees, including each committee’s structure, operations, and authority to delegate to subcommittees; |
• | evaluating and recommending to the Board those directors to be appointed to the various Board committees, including the persons recommended to serve as chairperson of each committee; |
• | reviewing annually the compensation of non-employee directors and the principles upon which such compensation is determined; |
• | consulting with the Chief Executive Officer, as appropriate, and other Board members to ensure that its decisions are consistent with the sound relationship among the Board, Board committees, individual directors and management; |
• | overseeing the Board’s annual evaluation of its own performance and the performance of other Board committees; |
• | retaining, setting compensation and retentions terms for and terminating any search firm to be used to identify candidates; and |
• | developing and recommending to the Board for adoption a set of Corporate Governance Guidelines applicable to the Company and periodically reviewing the same. |
• | establishing and periodically reviewing the Company’s compensation programs; |
• | administering the Company’s equity compensation plan; |
• | reviewing the performance of directors, officers and employees of the Company who are eligible for awards and benefits under any plan or program and adjust compensation arrangements as appropriate based on performance; |
• | reviewing and monitoring management development and succession plans and activities; |
• | from time to time when necessary, reviewing with the Chief Executive Officer the latter’s proposed succession plan for each executive officer and the Chief Executive Officer’s evaluation of each such executive officer; |
• | in case of unexpected unavailability, reviewing with the Board the Company’s succession plan for the CEO and other executive officers, including plans for emergency succession; |
• | retaining, setting compensation and retention terms for, and terminating any consultants, legal counsel or other advisors that the Compensation Committee determines to employ to assist it in the performance of its duties; and |
• | preparing any Compensation Committee report included in our annual proxy statement. |
Item 7. |
Major Shareholders and Related Party Transactions |
• | each person or entity that we know beneficially owns 5% or more of our shares of common stock; |
• | our Chief Executive Officer and our other members of senior management; |
• | each of our directors; and |
• | all of our current directors and executive officers as a group. |
Shares of Common Stock Beneficially Owned |
||||||||
Name of Beneficial Owner |
Number |
Percentage |
||||||
Principal Stockholders |
||||||||
Flawless Management Inc.(1) |
7,105,453 | 18.6 | % | |||||
Glendon Capital Management L.P.(2) |
6,498,794 | 17.0 | % | |||||
MSDC Management, L.P.(3) |
3,516,652 | 9.2 | % | |||||
Redwood Capital Management, LLC(4) |
2,404,887 | 6.3 | % | |||||
TowerView LLC(5) |
2,160,465 | 5.7 | % | |||||
Renaissance Technologies LLC(6) |
2,013,302 | 5.3 | % | |||||
Executive Officers and Directors |
||||||||
Harry N. Vafias(1)(7) |
8,375,069 | 21.9 | % | |||||
Michael G. Jolliffe |
* | * | ||||||
Markos Drakos |
* | * | ||||||
John Kostoyannis |
* | * | ||||||
All executive officers and directors as a group (four persons) |
8,459,009 | 22.1 | % |
* | Less than 1%. |
(1) | According to Amendment No. 2 to Schedule 13D jointly filed with the SEC on June 1, 2021 by Flawless Management Inc. and Harry N. Vafias, Harry N. Vafias has sole voting power and sole dispositive power with respect to all such shares owned by Flawless Management Inc. and Harry N. Vafias. |
(2) | Based on filings made by Glendon Capital Management L.P. with the SEC. According to these filings, these shares are directly owned by Glendon Opportunities Fund, L.P. (the “Fund”), Altair Global Credit Opportunities Fund LLC (the “Sub-Advised Fund”) and a separately managed account. According to these filings, (i) the Fund is beneficial owner of over 10% of the issuer’s securities on an individual basis, (ii) the Sub-Advised Fund and the separately managed account do not own 10% of the issuer’s securities on an individual basis and (iii) Glendon Capital Management LP is the investment manager to the Fund and the separately managed account and the investment sub-adviser to the Sub-Advised Fund, and may be deemed to beneficially own these securities under the Securities Exchange Act of 1934. |
(3) | According to Amendment No. 3 to a Schedule 13G jointly filed by and on behalf of each of MSDC Management, L.P. (“MSDC”) and MSD Credit Opportunity Master Fund, L.P. with the SEC on February 12, 2021, MSDC is the investment manager of, and may be deemed to beneficially own 3,516,652 shares of common stock beneficially owned by, MSD Credit Opportunity Master Fund, L.P. and has sole voting power and joint dispositive power with respect to all such shares. |
(4) | According to Amendment No. 3 to a Schedule 13G jointly filed by and on behalf of each Redwood Capital Management, LLC, Redwood Capital Management Holdings, LP, Double Twins K, LLC, Redwood Master Fund, Ltd. and Ruben Kliksberg, which may each be deemed to have shared voting power and joint dispositive power with respect to all such shares, on February 16, 2021. |
(5) | According to a Schedule 13G filed by TowerView LLC on November 12, 2021. |
(6) | According to Amendment No. 2 to a Schedule 13G jointly filed by and on behalf of Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation on February 11, 2022. |
(7) | Includes 125,000 shares subject to stock options which are scheduled to vest on May 26, 2022, and excludes 125,000 shares subject to stock options which are scheduled to vest on May 26, 2023. |
Item 8. |
Financial Information |
Item 9. |
The Offer and Listing |
Item 10. |
Additional Information |
• | persons who are the beneficial owners of 15% or more of the outstanding voting stock of the corporation; and |
• | persons who are affiliates or associates of the corporation and who hold 15% or more of the corporation’s outstanding voting stock at any time within three years before the date on which the person’s status as an interested stockholder is determined. |
• | certain mergers or consolidations of the corporation or any direct or indirect majority-owned subsidiary of the company; |
• | the sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets having an aggregate market value equal to 10% or more of either the aggregate market value of all assets of the corporation, determined on a consolidated basis, or the aggregate value of all the outstanding stock of the corporation; |
• | certain transactions that result in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
• | any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation that is owned directly or indirectly by the interested stockholder; and |
• | any receipt by the interested stockholder of the benefit (except as a stockholder) of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
• | before a person becomes an interested stockholder, the board of directors of the corporation approves the business combination or transaction in which the stockholder became an interested stockholder; |
• | upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than certain excluded shares; |
• | following a transaction in which the person became an interested stockholder, the business combination is (a) approved by the board of directors of the corporation and (b) authorized at a regular or special meeting of stockholders, and not by written consent, by the vote of the holders of at least two-thirds of the voting stock of the corporation not owned by the stockholder; or |
• | a transaction with a stockholder that was or became an interested stockholder prior to the consummation of our initial public offering. |
• | we or our subsidiaries have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and |
• | substantially all (at least 90%) of our United States-source shipping income, other than leasing income or that of a subsidiary, is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States. |
• | we or our subsidiaries have, or are considered to have, a fixed place of business in the United States that is involved in the meaning of such leasing income; and |
• | substantially all (at least 90%) of our United States-source shipping income from leasing or that of a subsidiary is attributable to such fixed place of business. |
• | at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
• | at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income. |
• | the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common stock; |
• | the amount allocated to the current taxable year or to any portion of the United States Holder’s holding period prior to the first taxable year for which we were a PFIC would be taxed as ordinary income; and |
• | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
• | the gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States. If the Non-United States Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain generally is taxable only if it is attributable to a permanent establishment maintained by the Non-United States Holder in the United States; or |
• | the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. |
• | fails to provide an accurate taxpayer identification number; |
• | is notified by the Internal Revenue Service that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or |
• | in certain circumstances, fails to comply with applicable certification requirements. |
Item 11. |
Quantitative and Qualitative Disclosures About Market Risk |
Effective Date |
Termination Date |
Notional Amount on Effective Date (in millions) |
Fixed Rate (StealthGas pays) |
Floating Rate (StealthGas Receives) |
Fair Value December 31, 2021 (in millions) |
Notional Amount December 31, 2021 (in millions) |
Estimated Notional Amount December 31, 2022 (in millions) |
|||||||||||||||||||
Swap 1 |
August 16, 2017 | May 16, 2025 | $ | 16.0 | 2.12 | % | 3 month U.S. dollar LIBOR | $ | (0.36 | ) | $ | 11.7 | $ | 10.7 | ||||||||||||
Swap 2 |
April 10, 2018 | December 11, 2025 | $ | 32.6 | 2.74 | % | 3 month U.S. dollar LIBOR | $ | (1.40 | ) | $ | 25.4 | $ | 23.3 | ||||||||||||
Swap 3 |
February 16, 2019 | February 16, 2024 | $ | 14.5 | 2.89 | % | 3 month U.S. dollar LIBOR | $ | (0.49 | ) | $ | 11.7 | $ | 10.7 | ||||||||||||
Swap 4 |
January 21, 2021 | January 21, 2028 | $ | 14.2 | 0.73 | % | 3 month U.S. dollar LIBOR | $ | (0.29 | ) | $ | 13.2 | $ | 11.8 | ||||||||||||
Swap 5 |
January 21, 2021 | January 21, 2028 | $ | 14.2 | 0.73 | % | 3 month U.S. dollar LIBOR | $ | (0.29 | ) | $ | 13.2 | $ | 11.9 | ||||||||||||
Swap 6 |
January 21, 2021 | January 21, 2028 | $ | 15.4 | 0.74 | % | 3 month U.S. dollar LIBOR | $ | (0.32 | ) | $ | 14.3 | $ | 13.0 | ||||||||||||
Total |
$ | (3.15 | ) | $ | 89.5 | $ | 81.4 |
Item 12. |
Description of Securities Other than Equity Securities |
Item 13. |
Defaults, Dividend Arrearages and Delinquencies |
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds |
Item 15. |
Controls and Procedures |
Item 16A. |
Audit Committee Financial Expert |
Item 16B. |
Code of Ethics |
Item 16C. |
Principal Accountant Fees and Services |
2021 |
2020 |
|||||||
Audit fees |
$ |
450 |
$ |
381 |
||||
Assurance/audit related fees |
— |
— |
||||||
Tax fees |
— |
— |
||||||
All other fees |
— |
— |
||||||
Total |
$ |
450 |
$ |
381 |
Item 16D. |
Exemptions from the Listing Standards for Audit Committees |
Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Item 16F. |
Change in Registrant’s Certifying Accountant |
Item 16G. |
Corporate Governance |
Item 16H. |
Mine Safety Disclosures |
Item 16I. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Item 17. |
Financial Statements |
Item 18. |
Financial Statements |
Item 19. |
Exhibits |
Number |
Description | |
1.1 |
||
1.2 |
||
2.1 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
8 |
||
12.1 |
||
12.2 |
||
13.1 |
||
13.2 |
||
15.1 |
||
15.2 |
||
15.3 |
||
101.INS |
Inline XBRL Instance Document | |
101.SCH |
Inline XBRL Taxonomy Extension Schema | |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
(1) |
Previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form F-1 (File No. 333-127905) filed with the SEC and hereby incorporated by reference to such Registration Statement. |
(2) |
Previously filed as Exhibit 99.1 to a Report on Form 6-K filed with the SEC on December 24, 2014. |
(3) |
Previously filed as Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2006 filed with the SEC on June 5, 2007. |
(4) |
Previously filed as Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (File No. 333-127905) filed with the SEC and hereby incorporated by reference to such Registration Statement. |
(5) |
Previously filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-207168) filed with the SEC on September 28, 2015. |
STEALTHGAS INC. | ||
By: |
/s/ Harry N. Vafias | |
Name: |
Harry N. Vafias | |
Title: |
President and Chief Executive Officer |
Pages |
||||
F-2 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
||||
F-10 |
• |
We tested the effectiveness of relevant controls over management’s review of the impairment analysis, including the future charter rates used within the undiscounted future cash flows analysis. |
• |
We evaluated the Company’s methodology for estimating the future charter rates by using our industry experience and by comparing actual results to management’s historical forecasts. |
• |
We evaluated the Company’s assumptions regarding future charter rates by comparing the future charter rates utilized in the undiscounted future cash flow analysis to 1) the Company’s historical rates, 2) the Company’s budget, and 3) historical rate information by vessel class published by third parties. |
December 31, |
||||||||||||
Note |
2020 |
2021 |
||||||||||
Assets |
||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
||||||||||||
Receivables from related party |
3 |
— | ||||||||||
Trade and other receivables |
||||||||||||
Other current assets |
16 | |||||||||||
Claims receivable |
||||||||||||
Inventories |
4 | |||||||||||
Advances and prepayments |
||||||||||||
Restricted cash |
||||||||||||
Vessel held for sale |
6 | — | ||||||||||
|
|
|
|
|||||||||
Total current assets |
||||||||||||
|
|
|
|
|||||||||
Non current assets |
||||||||||||
Advances for vessel under construction |
3,5 | |||||||||||
Operating lease right-of-use |
20 | |||||||||||
Vessels, net |
3,6 | |||||||||||
Other receivables |
— | |||||||||||
Restricted cash |
||||||||||||
Investments in joint ventures |
7 | |||||||||||
Deferred finance charges |
— | |||||||||||
|
|
|
|
|||||||||
Total non current assets |
||||||||||||
|
|
|
|
|||||||||
Total assets |
||||||||||||
|
|
|
|
|||||||||
Liabilities and Stockholders’ Equity |
||||||||||||
Current liabilities |
||||||||||||
Payable to related parties |
3 | |||||||||||
Trade accounts payable |
||||||||||||
Accrued liabilities |
8 | |||||||||||
Operating lease liabilities |
20 | — | ||||||||||
Customer deposits |
10 | — | ||||||||||
Deferred income |
9 | |||||||||||
Fair value of derivatives |
12 | — | ||||||||||
Current portion of long-term debt |
11 | |||||||||||
Current portion of long-term debt associated with vessel held for sale |
11 |
— | ||||||||||
|
|
|
|
|||||||||
Total current liabilities |
||||||||||||
|
|
|
|
|||||||||
Non current liabilities |
||||||||||||
Fair value of derivatives |
12 | |||||||||||
Deferred income |
9 |
— | ||||||||||
Long-term debt |
11 | |||||||||||
|
|
|
|
|||||||||
Total non current liabilities |
||||||||||||
|
|
|
|
|||||||||
Total liabilities |
||||||||||||
|
|
|
|
|||||||||
Commitments and contingencies |
19 | |||||||||||
Stockholders’ equity |
||||||||||||
Capital stock, |
13 | |||||||||||
Treasury stock, |
13 | ( |
) | ( |
) | |||||||
Additional paid-in capital |
13 | |||||||||||
Retained earnings |
||||||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||||||
|
|
|
|
|||||||||
Total stockholders’ equity |
||||||||||||
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity |
||||||||||||
|
|
|
|
December 31, |
||||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||||
Revenues |
||||||||||||||||
Revenues |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total revenues |
16 |
|||||||||||||||
|
|
|
|
|
|
|||||||||||
Expenses |
||||||||||||||||
Voyage expenses |
||||||||||||||||
Voyage expenses – related party |
3 | |||||||||||||||
Charter hire expenses |
20 | |||||||||||||||
Vessels’ operating expenses |
17 | |||||||||||||||
Vessels’ operating expenses – related party |
3,17 | |||||||||||||||
Dry-docking costs |
||||||||||||||||
Management fees – related party |
3 | |||||||||||||||
General and administrative expenses (including $ |
3 | |||||||||||||||
Depreciation |
6 | |||||||||||||||
Impairment loss |
3,6,12 | |||||||||||||||
Net loss on sale of vessels |
3,6 | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Total expenses |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Income/(Loss) from operations |
( |
) | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Other (expenses)/income |
||||||||||||||||
Interest and finance costs |
( |
) | ( |
) | ( |
) | ||||||||||
Gain on deconsolidation of subsidiaries |
— | — |
||||||||||||||
Loss/(gain) on derivatives |
12 | ( |
) | ( |
) | |||||||||||
Interest income and other income |
||||||||||||||||
Foreign exchange loss |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Other expenses, net |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Income/(Loss) before equity in earnings of investees |
( |
) | ||||||||||||||
Equity earnings in joint ventures |
7 | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Net Income/(Loss) |
( |
) | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Earnings/(Loss) per share |
||||||||||||||||
– Basic and diluted |
15 | ( |
) | |||||||||||||
|
|
|
|
|
|
|||||||||||
Weighted average number of shares |
||||||||||||||||
– Basic and diluted |
||||||||||||||||
|
|
|
|
|
|
December 31, |
||||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||||
Net income/(loss) |
( |
) | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Other comprehensive (loss)/income |
||||||||||||||||
Cash flow hedges |
||||||||||||||||
Effective portion of changes in fair value of interest swap contracts |
12 | ( |
) | ( |
) | |||||||||||
Reclassification adjustment |
12 | ( |
) | ( |
) | ( |
) | |||||||||
|
|
|
|
|
|
|||||||||||
Total other comprehensive (loss)/income |
( |
) |
( |
) |
||||||||||||
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss)/income |
( |
) |
( |
) | ||||||||||||
|
|
|
|
|
|
Capital stock |
Treasury stock |
|||||||||||||||||||||||||||||||
Number |
Number |
Additional |
Accumulated |
|||||||||||||||||||||||||||||
of |
of |
Paid-in |
Other |
|||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Retained |
Comprehensive |
||||||||||||||||||||||||||
(Note 13) |
(Note 13) |
(Note 13) |
(Note 13) |
(Note 13) |
Earnings |
Income / (loss) |
Total |
|||||||||||||||||||||||||
Balance, January 1, 2019 |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Stock based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Stock repurchase |
— | — | ( |
) | ( |
) | — | — | — | ( |
) | |||||||||||||||||||||
Comprehensive loss for the year |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||
Balance, December 31, 2019 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Stock repurchase |
— | — | ( |
) | ( |
) | — | — | — | ( |
) | |||||||||||||||||||||
Stock repurchase and cancellation |
( |
) | ( |
) | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||
Comprehensive income for the year |
— | — | — | — | — | ( |
) | |||||||||||||||||||||||||
Balance, December 31, 2020 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Issuance of restricted shares and stock based compensation |
— | — | — | — | ||||||||||||||||||||||||||||
Distribution of net assets (Note 1) |
— | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||
Comprehensive loss for the year |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||
Balance, December 31, 2021 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Cash flows from operating activities |
||||||||||||
Net income/(loss) for the year |
( |
) | ||||||||||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: |
||||||||||||
Depreciation |
||||||||||||
Amortization of deferred finance charges |
||||||||||||
Amortization of operating lease right-of-use |
||||||||||||
Share based compensation |
||||||||||||
Change in fair value of derivatives |
( |
) | ( |
) | ||||||||
Equity earnings in joint ventures |
( |
) | ( |
) | ( |
) | ||||||
Impairment loss |
||||||||||||
Net loss on sale of vessels |
||||||||||||
Gain on deconsolidation of subsidiaries |
( |
) | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||
(Increase)/decrease in |
||||||||||||
Trade and other receivables |
( |
) | ( |
) | ||||||||
Other current assets |
( |
) | ||||||||||
Claims receivable |
( |
) | ||||||||||
Inventories |
( |
) | ||||||||||
Changes in operating lease liabilities |
( |
) | ( |
) | ( |
) | ||||||
Advances and prepayments |
( |
) | ( |
) | ||||||||
Increase/(decrease) in |
||||||||||||
Balances with related parties |
( |
) | ( |
) | ||||||||
Trade accounts payable |
( |
) | ||||||||||
Accrued liabilities |
( |
) | ( |
) | ||||||||
Deferred income |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
||||||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities |
||||||||||||
Insurance proceeds |
||||||||||||
Proceeds from sale of interests in subsidiaries |
||||||||||||
Vessels’ acquisitions and advances for vessels under construction |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from sale of vessels, net |
||||||||||||
Investment in joint ventures |
( |
) | ( |
) | ( |
) | ||||||
Return of investments from joint ventures |
||||||||||||
Advances to joint ventures |
( |
) | ( |
) | ||||||||
Advances from joint ventures |
||||||||||||
|
|
|
|
|
|
|||||||
Net cash provided by/(used in) investing activities |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities |
||||||||||||
Stock repurchase |
( |
) | ( |
) | ||||||||
Deferred finance charges paid |
( |
) | ( |
) | ( |
) | ||||||
Advances from joint ventures |
||||||||||||
Advances to joint ventures |
— | ( |
) | |||||||||
Customer deposits paid |
( |
) | ( |
) | ||||||||
Loan repayments |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from long-term debt |
||||||||||||
Cash retained by Imperial at spin-off |
— | — | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net cash used in financing activities |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
|
|
|
|||||||
Net increase/(decrease) in cash and cash equivalents |
( |
) | ( |
) | ||||||||
Cash and cash equivalents and restricted cash at beginning of year |
||||||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents and restricted cash at end of year |
||||||||||||
|
|
|
|
|
|
December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Cash breakdown |
||||||||||||
Cash and cash equivalents |
||||||||||||
Restricted cash, current |
||||||||||||
Restricted cash, non-current |
||||||||||||
|
|
|
|
|
|
|||||||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows |
||||||||||||
|
|
|
|
|
|
|||||||
Supplemental Cash Flow Information: |
||||||||||||
Cash paid during the year for interest, net of amounts capitalized |
||||||||||||
Non cash investing activity – Vessels |
||||||||||||
Non cash financing activity – Deferred finance charges |
— | |||||||||||
Distribution of net assets of Imperial Petroleum Inc. to stockholders (Note 1) |
— | — | ||||||||||
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
Charterer |
2019 |
2020 |
2021 |
|||||||||
A |
% | % | — | |||||||||
B |
% | — | — | |||||||||
C |
% | % | — |
December 3, 2021 |
||||
Cash, including restricted cash |
||||
Trade and other receivables |
||||
Inventories |
||||
Advances and prepayments |
||||
Vessels, net (after impairment of $ |
||||
Trade accounts payable |
( |
) | ||
Accrued and other liabilities |
( |
) | ||
Deferred income |
( |
) | ||
Customer deposits |
( |
) | ||
Debt |
( |
) | ||
|
|
|||
Net assets of Imperial distributed to stockholders |
Year ended December 31, |
||||||||||||||
Location in statement of operations |
2019 |
2020 |
2021 |
|||||||||||
Management fees |
Management fees – related party | |||||||||||||
Brokerage commissions |
Voyage expenses – related party | |||||||||||||
Superintendent fees |
Vessels’ operating expenses – related party | |||||||||||||
Crew management fees |
Vessels’ operating expenses – related party | |||||||||||||
Commissions - vessels sold |
Net loss on sale of vessels | |||||||||||||
Commissions - vessel held for sale |
Impairment loss | |||||||||||||
Executive compensation |
General and administrative expenses | |||||||||||||
Rental expense |
General and administrative expenses |
December 31, |
||||||||||||||
Location in balance sheet |
2019 |
2020 |
2021 |
|||||||||||
Commissions - vessels purchased |
Vessels, net | — | ||||||||||||
Supervision fees |
Advances for vessel under construction/Vessels, net | — |
December 31, |
||||||||
2020 |
2021 |
|||||||
Bunkers |
||||||||
Lubricants |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Balance, December 31, 2019 |
||||
Advance for vessel under construction |
||||
Capitalized interest |
||||
Supervision fees (Note 3) |
||||
Other capitalized expenses |
||||
|
|
|||
Balance, December 31, 2020 |
||||
Advance for vessel under construction |
||||
Supervision fees (Note 3) |
||||
Commissions - vessels purchased (Note 3) |
||||
Capitalized interest |
||||
Other capitalized expenses |
||||
Transfer to vessels. Net (Note 6) |
( |
) | ||
Balance, December 31, 2021 |
Vessel cost |
Accumulated Depreciation |
Net Book Value |
||||||||||
Balance, December 31, 2019 |
( |
) |
||||||||||
Additions |
— | |||||||||||
Impairment loss |
( |
) | ( |
) | ||||||||
Disposals |
( |
) | ( |
) | ||||||||
Depreciation for the year |
— | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Balance, December 31, 2020 |
( |
) |
||||||||||
Transfer from Advances for vessel under construction and acquisitions (Note 5) |
— | |||||||||||
Other additions |
|
|
|
|
|
|
— |
|
|
|
|
|
Impairment loss |
( |
) | ( |
) | ||||||||
Disposals |
( |
) | ( |
) | ||||||||
Transfer to Vessel held for sale |
( |
) | — | ( |
) | |||||||
Spin-off of tankers (Note 1) |
( |
) | — | ( |
) | |||||||
Depreciation for the year |
— | ( |
) | ( |
) | |||||||
Balance, December 31, 2021 |
( |
) |
||||||||||
|
|
|
|
|
|
December 31, 2020 |
||||||||||||||||||||||||
Spacegas Inc. |
Financial Power Inc. |
Cannes View Inc. |
Colorado Oil and Gas Inc |
Frost Investments Corp Inc. |
MGC Agressive Holdings Inc. |
|||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Long-term liabilities |
||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Operating income/(loss) |
( |
) | ( |
) | ||||||||||||||||||||
Net income/(loss) |
( |
) | ( |
) |
December 31, 2021 |
||||||||||||||||||||||||
Spacegas Inc. |
Financial Power Inc. |
Cannes View Inc. |
Colorado Oil and Gas Inc |
Frost Investments Corp Inc. |
MGC Agressive Holdings Inc. |
|||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Long-term liabilities |
||||||||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Operating income/(loss) |
( |
) | ||||||||||||||||||||||
Net (loss)/income |
( |
) | ( |
) |
December 31, |
||||||||
2020 |
2021 |
|||||||
Interest on long-term debt |
||||||||
Administrative expenses |
||||||||
Vessel operating and voyage expenses |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
(a) | On October 12, 2015 an amount of $ |
(b) | On February 21, 2015 an amount of $ |
Term Loans |
Drawn Amount |
December 31, 2020 |
2021 |
|||||||||||
Issue Date/ Refinancing Date |
Maturity Date | |||||||||||||
December 14, 2018 |
||||||||||||||
May 28, 2019 |
||||||||||||||
August 6, 2019 |
||||||||||||||
July 5, 2019 |
||||||||||||||
March 29, 2019 |
||||||||||||||
January 11, 2021 |
||||||||||||||
December 14, 2018 |
||||||||||||||
June 20, 2014 |
||||||||||||||
August 6, 2019 |
||||||||||||||
December 24, 2015 |
||||||||||||||
January 19, 2021 |
||||||||||||||
July 29, 2014 |
||||||||||||||
December 7, 2017 |
||||||||||||||
May 18, 2016 |
||||||||||||||
March 1, 2017 |
||||||||||||||
June 17, 2020 |
||||||||||||||
April 30, 2020 |
||||||||||||||
April 30, 2020 |
||||||||||||||
August 5, 2021 |
||||||||||||||
|
|
|
|
|||||||||||
Total |
||||||||||||||
Current portion of long-term debt |
||||||||||||||
Current portion of long-term debt associated with vessel held for sale |
||||||||||||||
Long-term debt |
||||||||||||||
|
|
|
|
|||||||||||
Total debt |
||||||||||||||
Current portion of deferred finance charges |
||||||||||||||
Deferred finance charges non-current |
||||||||||||||
|
|
|
|
|||||||||||
Total deferred finance charges |
||||||||||||||
|
|
|
|
|||||||||||
Total debt |
||||||||||||||
Less: Total deferred finance charges |
||||||||||||||
|
|
|
|
|||||||||||
Total debt, net of deferred finance charges |
|
|||||||||||||
Less: Current portion of long-term debt, net of current portion of deferred finance charges |
||||||||||||||
Less: Current portion of long-term debt, associated with vessel held for sale |
||||||||||||||
|
|
|
|
|||||||||||
Long-term debt |
|
|||||||||||||
|
|
|
|
• | the aggregate market value of the mortgaged vessels at all times exceeds a certain percentage of the amounts outstanding as defined in the term loans, ranging from |
• | the leverage of the Company defined as Total Debt net of Cash should not exceed |
• | the Interest Coverage Ratio of the Company which is EBITDA (as defined in the loan agreements) to interest expense to be at all times greater than |
• | at least a certain percentage of the Company is to always be owned by members of the Vafias family, |
• | the Company should maintain on a monthly basis a cash balance amounting to $ |
• | dividends paid by the borrower will not exceed |
December 31, |
Amount |
|||
202 2 |
||||
202 3 |
||||
202 4 |
||||
202 5 |
||||
202 6 |
||||
Thereafter |
||||
|
|
|||
Total |
||||
|
|
Effective Date |
Termination Date |
Fixed Rate (Company pays) |
Floating Rate (Company Receives) |
Fair Value Asset/ (Liability) December 31, 2020 |
Notional Amount December 31, 2020 |
Fair Value Asset/ (Liability) December 31, 2021 |
Notional Amount December 31, 2021 |
|||||||||||||||||||
Swap 1 |
% | $ | ( |
) | $ | — | — | |||||||||||||||||||
Swap 2 |
% | $ | ( |
) | $ | — | — | |||||||||||||||||||
Swap 3 |
% | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||
Swap 4 |
% | $ | ( |
) | $ | |||||||||||||||||||||
Swap 5 |
% | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||
Swap 6 |
% | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||
Swap 7 |
% | $ | ( |
) | $ | |||||||||||||||||||||
Swap 8 |
% | $ | ( |
) | $ | |||||||||||||||||||||
Swap 9 |
% | $ | ( |
) | $ | |||||||||||||||||||||
Total |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
Derivatives designated as hedging instruments |
Balance Sheet Location |
December 31, |
||||||||||||||||
2020 |
2021 |
|||||||||||||||||
Asset Derivatives |
Liability Derivatives |
Asset Derivatives |
Liability Derivatives |
|||||||||||||||
Interest Rate Swap Agreements |
Current liabilities — Fair value of derivatives | — | — | — | ||||||||||||||
Interest Rate Swap Agreements |
Non current liabilities — Fair value of derivatives | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total derivatives designated as hedging instruments |
— | — | ||||||||||||||||
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments |
Location of Gain/(Loss) Recognized |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||||
Interest Rate Swap — Reclassification from OCI |
Loss on derivatives | |||||||||||||
Interest Rate Swap — Change in Fair Value |
Loss on derivatives | ( |
) | — | ||||||||||
Interest Rate Swap — Realized income/(expense) |
Loss on derivatives | ( |
) | ( |
) | |||||||||
|
|
|
|
|
|
|||||||||
Total loss/(gain) on derivatives |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
Derivatives designated as hedging instruments |
Location of (Loss)/Gain Recognized |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||||
Interest Rate Swap — Realized Income/(Loss) |
Interest and finance costs | ( |
) | ( |
) | |||||||||
|
|
|
|
|
|
|||||||||
Total loss on derivatives |
( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
Unrealized Gain / (Loss) on cash flow hedges |
||||
Balance, January 1, 2019 |
||||
Effective portion of changes in fair value of interest swap contracts |
( |
) | ||
Reclassification adjustment |
( |
) | ||
|
|
|||
Balance, December 31, 2019 |
( |
) | ||
Effective portion of changes in fair value of interest swap contracts |
( |
) | ||
Reclassification adjustment |
( |
) | ||
|
|
|||
Balance, December 31, 2020 |
( |
) | ||
|
|
|||
Effective portion of changes in fair value of interest swap contracts |
||||
Reclassification adjustment |
( |
) | ||
|
|
|||
Balance, December 31, 2021 |
( |
) | ||
|
|
Fair Value as of December 31, 2020 |
Fair Value Measurements Using |
|||||||||||||||
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets/(Liabilities): |
||||||||||||||||
Interest Rate Swap Agreements |
( |
) | — | ( |
) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
( |
) |
— |
( |
) |
— |
||||||||||
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2021 |
Fair Value Measurements Using |
|||||||||||||||
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Assets/(Liabilities): |
||||||||||||||||
Interest Rate Swap Agreements |
( |
) | — | ( |
) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
( |
) |
— |
( |
) |
— |
||||||||||
|
|
|
|
|
|
|
|
Fair Value as of June 30, 2020 |
Fair Value Measurements Using |
|||||||||||||||||||
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Impairment Loss |
||||||||||||||||
Long-lived assets held and used |
— | — | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
— |
— |
( |
Fair Value as of December 31, 2020 |
Fair Value Measurements Using |
|||||||||||||||||||
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Impairment Loss |
||||||||||||||||
Long-lived assets held and used |
— | — | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
— |
— |
( |
Fair Value as of June 30, 2021 |
Fair Value Measurements Using |
|||||||||||||||||||
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Impairment Loss |
||||||||||||||||
Long-lived assets held for sale |
— | — | ( |
) | ||||||||||||||||
Long-lived assets held and used |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
— |
— |
( |
Fair Value as of December 31, 2021 |
Fair Value Measurements Using |
|||||||||||||||||||
Description |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Impairment Loss |
||||||||||||||||
Long-lived assets held and used |
— | — | ( |
) | ||||||||||||||||
Total |
— |
— |
( |
Number of restricted shares |
Weighted average grant date fair value per non-vested share |
|||||||
Non-vested, January 1, 2021 |
||||||||
Granted |
||||||||
Non-vested, December 31, 2021 |
||||||||
December 31, 2021 |
||||||||
Option shares # |
Weighted-Average Exercise Price $ |
|||||||
Outstanding – beginning of year |
— | — | ||||||
Granted |
||||||||
Exercised |
— | — | ||||||
Outstanding – end of year |
||||||||
|
|
|||||||
Exercisable – end of year |
— | |||||||
|
|
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Numerator |
||||||||||||
Net income/(loss) |
( |
) | ||||||||||
Less: Undistributed earnings allocated to non-vested shares |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net income/(loss) attributable to common shareholders, basic |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Denominator |
||||||||||||
Weighted average number of shares outstanding, basic and diluted |
||||||||||||
|
|
|
|
|
|
|||||||
Earnings/( Loss) per share, basic and diluted |
( |
) | ||||||||||
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Time charter revenues |
||||||||||||
Bareboat revenues |
||||||||||||
Voyage charter revenues |
||||||||||||
Other income |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
Vessels’ Operating Expenses |
2019 |
2020 |
2021 |
|||||||||
Crew wages and related costs |
||||||||||||
Insurance |
||||||||||||
Repairs and maintenance |
||||||||||||
Spares and consumable stores |
||||||||||||
Miscellaneous expenses |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
• | From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. During 2020, our Aframax tanker “Stealth Berana” was arrested in relation to claims of the charterers of the vessel for alleged losses in connection with the redelivery of the vessel to the Company. The Company commenced arbitration in accordance with the provisions of the charter party agreement in respect of all disputes arising under the charter party agreement, including the claims of the charterers. The Company in order to release the vessel promptly from arrest, provided security for the claims of the charterers by way of a payment of $ |
• |
The Company has guaranteed to the respective banks the performance of the loan agreements entered into by Spacegas Inc., Financial Power Inc. and MGC Agressive Holdings Inc. (Note 7). The vessels owned by these entities have been provided as collateral to secure these loan agreements. Total outstanding loan balances and accrued interest of Spacegas Inc., Financial Power Inc. and MGC Agressive Holdings Inc. as of December 31, 2021 amounted to $ $ |
• |
Future minimum contractual charter revenues, gross of commissions, based on vessels committed to non-cancellable, time and bareboat charter contracts as of December 31, 2021, amount to $ |
Description |
Location in balance sheet |
December 31, 2020 |
December 31, 2021 |
|||||||
Non current assets: |
||||||||||
Office leases |
Operating lease right-of-use |
$ |
— | $ |
||||||
$ | — | $ | ||||||||
Liabilities: |
||||||||||
Office leases |
Current portion of operating lease liabilities | $ |
— | $ |
||||||
Lease liabilities - current portion |
$ | — | $ | |||||||
Description |
Location in statement of operations |
2019 |
2020 |
2021 |
||||||||||
Lease expense for chartered-in contracts 12 months or less |
Charter hire expenses | $ | — | — | ||||||||||
Lease expense for chartered-in contracts greater than 12 months |
Charter hire expenses | — | ||||||||||||
Total charter hire expenses | — | |||||||||||||
Lease expense for office leases |
General and administrative expenses | |||||||||||||
Sub lease income from chartered-in contracts greater than 12 months * |
Revenues | — |
* | The sub-lease income represents only time charter revenue earned on the chartered-in contracts greater than 12 months. There is additional revenue of $chartered-in contract which is recorded in Revenues in our consolidated statement of operations for the year ended December 31, 2019 (2020 & 2021: chartered-in contracts 12 months or less which is included in Revenues in our consolidated statements of operations for the year ended December 31, 2019. No such contracts existed for the years ended December 31, 2020 and 2021. |
Year |
Office leases |
Total Operating leases |
||||||
Discount rate upon adoption |
% | % | ||||||
2022 (undiscounted lease payments) |
$ | $ | ||||||
Present value of lease liability |
||||||||
Lease liabilities - short term |
||||||||
Total lease liabilities |
||||||||
Discount based on incremental borrowing rate (Difference between undiscounted lease payments and present value of lease liability) |
$ | $ |