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Investments in a Related Party and Other
12 Months Ended
Dec. 31, 2024
Transactions/Investments with Related Parties [Abstract]  
Investments in a Related Party and Other
 
5.
 
Investments in a related party and other
a)
 
OceanPal Inc., or
 
OceanPal:
 
As of December
 
31, 2024 and
 
2023, the Company
 
was the holder
of
500,000
 
Series B Preferred Shares and
207
 
of Series C Convertible Preferred
 
Shares of OceanPal and
3,649,474
 
common shares,
 
being
49
%
 
of OceanPal’s
 
common
 
stock.
 
As
 
the
 
Company applied
 
the
 
fair
value option to
 
its investment in
 
the common shares
 
of OceanPal that
 
would otherwise be
 
accounted for
under the equity method of accounting,
 
it also applied fair value
 
to all of its financial
 
interests in OceanPal.
Series
 
B
 
preferred
 
shares
 
entitle
 
the
 
holder
 
to
2,000
 
votes
 
on
 
all
 
matters
 
submitted
 
to
 
vote
 
of
 
the
stockholders of the
 
Company,
 
provided however,
 
that the total
 
number of votes
 
shall not exceed
34
% of
 
the total
 
number of
 
votes, provided
 
further, that the
 
total number
 
of votes
 
entitled to
 
vote, including
 
common
stock or any other voting security,
 
would not exceed
49
% of the total number of votes. Series B Preferred
Shares have no dividend or distribution rights.
Series C preferred shares do not have voting rights unless related to amendments of the Articles of
Incorporation that adversely alter the preference, powers or rights of the Series C Preferred Shares or to
issue Parity Stock or create or issue Senior Stock.
 
Series C preferred
 
shares have a
 
liquidation preference
equal
 
to
 
the
 
stated
 
value
 
of
 
$
1,000
 
and
 
are
 
convertible
 
into
 
common
 
stock
 
at
 
the
 
Company’s
 
option
commencing upon the first anniversary of the issue date, at a conversion price equal to the lesser
 
of $
6.5
and the
 
10-trading day
 
trailing VWAP
 
of OceanPal’s
 
common shares,
 
subject to
 
adjustments. Dividends
on
 
each
 
share
 
of
 
Series
 
C
 
Preferred
 
Shares
 
are
 
cumulative
 
and
 
accrue
 
at
 
the
 
rate
 
of
8
%
 
per
 
annum.
Dividends are payable in cash or, at OceanPal’s election, in kind.
On October 17,
 
2023, the Company
 
converted
9,793
 
of the
10,000
 
Series C Preferred
 
shares of OceanPal
to
3,649,474
 
common shares, having a
 
fair value of
 
$
9,160
 
determined through Level
 
1 inputs of
 
the fair
value hierarchy, based on
 
the closing
 
price of
 
OceanPal’s common shares
 
on the
 
date of
 
conversion.
 
Upon
conversion the
 
Company realized
 
a gain
 
of $
1,742
,
 
being the
 
difference between
 
the
 
book value
 
of the
9,793
 
Series
 
C
 
Preferred
 
shares
 
and
 
the
 
fair
 
value
 
of
 
the
 
common
 
shares
 
acquired
 
and
 
is
 
included
 
in
gain/(loss)
 
on
 
related
 
party
 
investments,
 
separately
 
presented
 
in
 
the
 
accompanying
 
consolidated
statements
 
of
 
income.
 
Following
 
the
 
conversion,
 
the
 
Company
 
is
 
the
 
beneficial
 
owner
 
of
49
%
 
of
 
the
outstanding common
 
stock of
 
OceanPal and since
 
the shares are
 
listed at
 
NASDAQ, the Company
 
elected
to account for its common stock ownership in OceanPal at fair value.
 
As
 
of
 
December
 
31,
 
2024
 
and
 
2023,
 
the
 
Company’s
 
investment
 
in
 
the
 
common
 
stock
 
of
 
OceanPal
amounted to $
4,235
 
and $
8,138
, respectively,
 
being the fair value of OceanPal’s
 
common shares on that
date, determined through Level 1
 
inputs of the fair
 
value hierarchy.
 
In 2024 and 2023,
 
unrealized loss on
investment
 
amounted
 
to
 
$
3,905
 
and
 
$
1,022
,
 
respectively,
 
resulting
 
from
 
such
 
valuation,
 
included
 
in
gain/(loss)
 
on
 
related
 
party
 
investments,
 
separately
 
presented
 
in
 
the
 
accompanying
 
consolidated
statements of income.
As of
 
December 31,
 
2024 and
 
2023, the
 
Company’s investment
 
in the
 
Series B
 
preferred shares
 
and Series
C preferred shares,
 
amounted to $
180
 
and $
180
, respectively, including $
3
 
and $
3
, respectively, dividends
receivable
 
on
 
the
 
Series
 
C
 
preferred
 
shares,
 
and
 
are
 
included
 
in
 
investments
 
in
 
a
 
related
 
party
 
in
 
the
accompanying consolidated balance sheets.
In 2023
 
and 2022, the
 
Company distributed
13,157
 
and
25,000
 
Series D Preferred
 
Shares, respectively,
as non-cash dividends
 
to its shareholders (Note 11).
 
The Series D Preferred Shares were offered as non-
cash consideration
 
for the
 
sale of
 
the vessels
 
Melia (in
 
2023) (Note
 
6) and
 
Baltimore (in
 
2022) to
 
OceanPal.
The Company
 
accounted for
 
the transactions
 
as a
 
nonreciprocal transfer
 
with its
 
owners in
 
accordance
with ASC
 
845 and measured
 
the fair
 
value of the
 
preferred shares on
 
the date
 
of declaration at
 
$
10,761
and $
18,189
, respectively.
 
The fair
 
value of the
 
Series D
 
Preferred Shares was
 
determined by using
 
the
income approach,
 
taking into
 
account the
 
present value
 
of the
 
future cash
 
flows, the
 
holder of
 
shares would
expect to receive from holding
 
the equity instrument. In 2023 and 2022,
 
the transactions
 
resulted in a gain
of $
761
 
and $
589
, respectively,
 
being the difference
 
between the fair
 
value and the
 
carrying value of the
investments, separately
 
presented as gain/(loss)
 
on related party
 
investments in
 
the related accompanying
consolidated statements
 
of income.
In
 
2024,
 
2023
 
and
 
2022,
 
dividend
 
income
 
from
 
the
 
Series
 
C
 
and
 
Series
 
D
 
OceanPal
 
preferred
 
shares
amounted to $
17
, $
801
 
and $
917
, respectively, included in interest and
 
other income in the
 
accompanying
consolidated statements of income.
b)
 
Investment
 
in
 
equity
 
securities:
 
In
 
2023,
 
the
 
Company
 
acquired
 
equity
 
securities
 
of
 
an
 
entity
listed in the NYSE which as of December
 
31, 2023 had a fair value of $
20,729
. The equity securities were
initially recorded at
 
cost amounting
 
to $
17,916
 
and measured at
 
year-end at fair
 
value, determined
 
through
Level 1
 
of the
 
fair value
 
hierarchy. The securities
 
were considered
 
marketable securities
 
that were
 
available
to
 
be
 
converted
 
into
 
cash
 
to
 
fund
 
current
 
operations
 
and
 
were
 
classified
 
in
 
current
 
assets
 
in
 
the
accompanying consolidated
 
balance sheet.
 
The Company
 
sold all
 
securities during
 
the first
 
quarter of
 
2024
and in
 
2024 and
 
2023, recorded
 
a realized
 
loss of
 
$
400
 
and an
 
unrealized gain
 
of $
2,813
, respectively,
presented in gain/(loss) on equity securities in the accompanying
 
consolidated statements of income.