What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-16 compared with 2021-03-15 · 106 added, 76 removed, 591 unchanged (24% of the section changed)

3 unchanged sentences

The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, voyage planning, and vessel technical management.

Business overview and Recent Developments

The Company provides logistics and transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handymax, Supramax, Ultramax and Panamax segments.

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The Company is a leader in the high ice class sector, secured by its control of a majority of the world's large dry bulk vessels with Ice-Class 1A designation.

High ice class trading includes service in ice-restricted areas during both the winter (Baltic Sea and Gulf of St.

High ice class trading includes service in ice-restricted areas in the Northern Hemisphere during both the winter (Baltic Sea and Gulf of St.

Lawrence) and summer (Arctic Ocean).

Trading during the ice seasons have provided superior profit margins, rewarding the Company for its investment in the specialized ships and the expertise it has developed working in these harsh environments.

Trading during the ice seasons have historically provided superior profit margins, rewarding the Company for its investment in the specialized ships and the expertise it has developed working in these harsh environments.

The Company derives substantially all of its revenue from contracts of affreightment, “ COAs ”, voyage charters, and time charters.

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Active risk management is an important part of our business model.

The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative volatility of earnings.

The Company believes its active risk management allows it to reduce the sensitivity of its revenues to market fluctuations and helps it to secure its long-term profitability and lower relative

volatility of earnings.

We manage market risk by chartering in vessels for periods of less than nine months on average and through a portfolio approach based upon owned vessels, chartered-in vessels, COAs, voyage charters, and time charters.

Company tries to identify routes and ports for efficient bunkering to minimize its fuel expense.

The Company tries to identify routes and ports for efficient bunkering to minimize its fuel expense.

The Company also seeks to hedge a portion of its exposure to changes in the price of marine fuels, or bunkers, through fuel swaps;

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The Company has also entered into interest rate agreements to fix a portion of our interest rate exposure.

The Company employs the technical management services, Seamar Management S.A., which is 51% owned by the Company, for its non-ice class 1A fleet, and SCF Management Services Ltd., a third party, for its ice class 1A fleet.

As of March 16, 2022 the Company is in the process of moving the ice class 1A fleet from SCF Management Services Ltd.

to Bernard Schulte Shipmanagment for technical management services.

SCF Management Services Ltd.

is a Russian company which is subject to sanctions imposed by the US and other governments in February 2022.

Business Strategy

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The Company believes that its experience as a reliable and serious counterparty in the purchase and sale market for second-hand vessels positions it as a candidate for acquisition of high quality vessels.

The Company currently controls (owns or has an ownership interest in) a fleet of 17 bulk carriers.

The current fleet includes six Ice-Class 1A Panamax, two Ice-Class 1C Ultramax, two Panamax, seven Supramax drybulk vessels.

The Company also has invested in four Ice-Class 1A Post-Panamax vessels to be delivered in 2021.

Two second-hand vessels have recently been acquired by the Company, and will be delivered to us in coming months from their existing owners.

The Company currently controls (owns or has an ownership interest in) a fleet of 25 bulk carriers as of March 16, 2022.

The current fleet includes six Ice-Class 1A Panamax, four Post Panamax Ice Class 1A, three Panamax, three Ultramax Ice Class 1C and eight Supramax drybulk vessels.

• Increase backhaul focus, expand and defend its presence in the niche ice trades and increase fleet efficiency.

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The Company believes that increased vessel utilization and positioning efficiency will enhance its profitability.

The Company’s commitment to remain the leader in high ice class large bulk carriers is demonstrated by its newbuilding project for ships in this segment where premium market returns cover added investment and operating costs.

The Company demonstrated its commitment to remain the leader in high ice class large bulk carriers by taking delivery of its four newbuilding Post Panamax Ice Class vessels in 2021.

• Focus on customized and complete logistics solutions within targeted dry bulk trades.

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The Company has developed expertise and a major presence in selected niche markets and less commoditized routes, especially the Baltic Sea in winter, the Northern Sea Route between Europe and Asia in summer, and the trade route between Jamaica and the United States, as well as selected ports, particularly in Newfoundland and Baffin Island.

The Company believes that there is less competition to carry “minor,” as compared to traditional “major,” bulk cargoes, and, similarly, that there is less competition on less commoditized routes.

The Company believes that there is less competition to carry “minor,” as compared to traditional “major,” bulk cargoes, and, similarly, that there is less competition on less

commoditized routes.

The Company believes that its experience in carrying a wide range of cargoes and transiting less common routes and ports increases its likelihood of securing higher rates and margins than those available for more commoditized cargoes and routes.

The Company believes it operates assets well suited to certain of these routes, including its Ice-Class 1A Panamax and Ice-Class 1C Ultramax vessels.

The Company believes it operates assets well suited to certain of these routes, including its Ice-Class 1A Panamax, Post Panamax Ice Class 1A and Ice-Class 1C Ultramax vessels.

The ice-class fleet has historically produced margins that are superior to the average market rate.

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The Company’s management team consists of senior executive officers and key employees with decades of experience in the commercial, technical, management and financial areas of the logistics and shipping industries.

The Company’s co-founder and Chief Executive Officer, Edward Coll, has over 40 years of experience in the drybulk shipping industry.

Other members of its management team and key employees, Mark Filanowski, Mads Boye Petersen, Peter Koken, Neil McLaughlin, Robert Seward, Fotis Doussopoulos, and Gianni Del Signore, also have extensive experience in the shipping industry.

The Company’s Chief

Executive Officer, Mark Filanowski, has over 30 years of experience in the shipping industry.

Other members of its management team and key employees, Mads Boye Petersen, Gianni Del Signore, Peter Koken, Courtney Renault, Neil McLaughlin, Robert Seward, and Fotis Doussopoulos and Lydia Doussopoulou also have extensive experience in the shipping industry.

The Company believes its management team is well respected in the drybulk sector of the shipping industry and, over the years, has developed strong commercial relationships with industrial customers and lenders.

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The Company’s technical management personnel have experience in the complexities of oceangoing vessel operations, including the supervision of maintenance, repairs, improvements, drydocking and crewing.

The technical management for the Company’s chartered-in vessels is performed by each respective ship owner.

The technical management for the Company’s chartered-in vessels is performed by each respective third party ship owner.

Operations and Assets

The Company is a service business and our customers use the services we provide because they believe the Company adds and creates value for them.

To add value, the Company’s voyage charter and time charter contracts provide a wide range of logistics services beyond the traditional loading, carriage and discharge of cargoes.

To add value, the Company offers a wide range of logistics services beyond the traditional loading, carriage and discharge of cargoes.

The Company works with certain customers to review their contractual delivery terms and conditions, permitting those customers to reduce costs and certain risks.

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To further expand its customer base and potential cargoes, the Company has developed expertise in servicing ports and routes subject to severe ice conditions, including the Baltic Sea and the Northern Sea Route.

The Company’s subsidiary, Nordic Bulk Carriers A/S (“NBC”), is an adviser to the European Commission on Arctic maritime issues.

As of March 16, 2022, the Company operates its fleet of 25 owned or partially owned vessels, which are described in the table below:

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m/v Bulk Spirit Supramax 52,950 2009 Oshima Shipbuilding

m/v Bulk Pangaea Panamax 70,165 1996 Sumitomo Shipbuilding

m/v Bulk PODS Panamax 76,561 2006 Imabari SB Marugame

The Company expects to take delivery of the following vessels:

Vessel Name Type DWT Year Built Yard

m/v Bulk Valor Supramax 58,105 2013 Tsuneishi Heavy Industries (Cebu)

m/v Bulk Courageous Ultramax 61,393 2013 Imabari Shipbuilding Company Limited (Imabari)

m/v Bulk Concord Ultramax 76,600 2009 Shin Kasado Dockyard Co.

m/v Bulk Pangaea Panamax 70,165 1996 Sumitomo Shipbuilding

m/v Bulk Xaymaca (1)

Panamax 76,561 2006 Imabari SB Marugame

m/v Bulk Promise Panamax 78,228 2013 Shin Kurushima Toyohashi Shipbuilding Company Limited

Nordic Nuluujaak Post Panamax 95,000 2021 Guangzhou Shipyard International Company Limited

Nordic Qinngua Post Panamax 95,000 2021 Guangzhou Shipyard International Company Limited

Nordic Siku Post Panamax 95,000 2021 Guangzhou Shipyard International Company Limited

Nordic Nukilik Post Panamax 95,000 2021 Guangzhou Shipyard International Company Limited

Nordic Nuluujaak Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited

Nordic Qinngua Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited

Nordic Sanngijuq Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited

Nordic Siku Post Panamax (Ice Class 1A) 95,000 2021 Guangzhou Shipyard International Company Limited

(1) Formerly known as m/v Bulk PODS

The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities with other owners, which the Company consolidates as variable interest entities in its consolidated financial statements.

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The m/v Nordic Orion (“Orion”), the m/v Nordic Odyssey (“Odyssey”), the m/v Nordic Oshima (“Oshima”), the m/v Nordic Olympic (“Olympic”), the m/v Nordic Odin (“Odin”) and the m/v Nordic Oasis (“Oasis”) are owned by wholly-owned subsidiaries of NBHC.

All of these vessels are chartered to NBC, a wholly-owned subsidiary of the Company, at fixed rates and also have a profit share arrangement.

All of these vessels are time chartered to NBC, a wholly-owned subsidiary of the Company, at fixed rates and also have a profit share arrangement.

NBC commercially operates these vessels in spot and COA trades.

In September 2019, the Company entered into an LLC agreement for the formation of NBP, that, at inception is owned 75% by the Company and 25% by an independent third party.

NBP was established for the purpose of constructing and owning four new-build ice class post panamax vessels.

The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Suki during the second quarter through fourth quarters of 2021.

The independent third party made additional contribution which increased their ownership interest in NBP to 50% at December 31, 2021.

No change of control transactions occurred according to the NBP LLC agreement.

In addition to its owned fleet, the Company operates chartered-in Panamax, including post panamax and Kamsarmax, Supramax, including Ultramax, Handymax and Handysize drybulk carriers.

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The Company believes that shorter-term charters afford it flexibility to match its variable costs to its customers’ service requirements and to respond quickly to market volatility.

The Company also believes that this combination of owned and chartered-in vessels helps it to more efficiently match its customer demand than the Company could with only owned vessels or an entirely chartered-in fleet.

The Company also believes that this combination of owned

and chartered-in vessels helps it to more efficiently match its customer demand than the Company could with only owned vessels or an entirely chartered-in fleet.

Corporate Structure

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109 Long Wharf LLC (“Long Wharf”) Delaware 100% (I)

Bulk Nordic Odyssey Ltd.

(“Bulk Odyssey”) Bermuda 67% (J)

Bulk Nordic Orion Ltd.

(“Bulk Orion”) Bermuda 67% (J)

Bulk Nordic Oshima Ltd.

Bulk Nordic Oshima (MI) Corp.

(“Bulk Oshima”) Bermuda 67% (J)

Bulk Nordic Odin Ltd.

Bulk Nordic Odin (MI) Corp.

(“Bulk Odin”) Bermuda 67% (J)

Bulk Nordic Olympic Ltd.

Bulk Nordic Olympic (MI) Corp.

(“Bulk Olympic”) Bermuda 67% (J)

Bulk Nordic Oasis Ltd.

Bulk Nordic Oasis (MI) Corp..

(“Bulk Oasis”) Bermuda 67% (J)

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("Bulk Courageous") Marshall Islands 100% (G)

Bulk Valor Corp.

("Bulk Valor") Marshall Islands 100% (G)

Bulk Promise Corp.

("Bulk Promise") Marshall Islands 100% (G)

Bulk Nordic Five Ltd.

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(“Bulk Beothuk”) Marshall Islands 100% (G)

Phoenix Bulk 25 Corp.

("Phoenix Bulk 25") Marshall Islands 100% (G)

Venture Logistics NL Inc.

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Pangaea Logistics Solutions (US) LLC Delaware 100% (S)

King George Slag LLC ("KGS") Delaware 25% (T)

(A) The primary purpose of this corporation is to manage and operate ocean going vessels.

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(S) The primary purpose of the company is to manage U.S.-based business activities.

(T) The primary purpose of the company is to buy, sell, and distribute cement and cement related materials and general construction aggregates.

Crewing and Employees

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The Company typically has more crew members on board than are required by the country of the vessel’s flag in order to allow for the performance of routine maintenance duties.

The Company employs approximately 70 shore-based personnel and had approximately 375 independently contracted seagoing personnel on its owned vessels.

The Company employs approximately 70 shore-based personnel and has approximately 500 independently contracted seagoing personnel on its owned vessels.

The shore-based personnel are employed in the United States, Athens, Copenhagen and Singapore.

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The Company principally competes with owners and operators of Panamax, Supramax, Ultramax and Handymax bulk carriers.

The Company attempts to differentiate itself from other owners and operators by extending its services to support more of its customers' supply chains.

The Company attempts to differentiate itself from other owners and operators by extending its services to support more of its customers' supply chains and concentrates on established niche markets.

Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates.

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The dry bulk carrier market is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months.

In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities.

Seasonal fluctuation are also observed in harvest times in the Northern and Southern Atlantic trades In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities.

The Company may earn higher margins on ice-class business in winter and during severe ice trading.

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Failure to maintain necessary permits, certificates or approvals could require it to incur substantial costs or temporarily suspend the operation of one or more of its vessels.

The Company believes that the heightened level of environmental and quality concerns among insurance underwriters, regulators, the United Nations and other governments, and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the dry bulk shipping industry.

Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards.

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In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect the Company’s profitability.

The laws and regulations discussed below may not constitute a comprehensive list of all such laws and regulations that are applicable to the operation of its vessels.

As a global logistics provider, headquartered in the United States, we recognize the impacts of our actions and are focused on establishing safe, responsible, and sustainable policies and practices that will enhance our business for the long term.

Transparency is an important step toward sustainability in our industry and we were pleased to present our second concise Environmental, Social and Governance (ESG) report based on the Marine Transportation framework developed by the Sustainability Accounting Standards Board (SASB) during 2021.

More specifically over the past several years we have taken steps to integrate ESG into operations, including:

Renewed our owned fleet with modern second hand vessels with lower overall fuel consumption than older vessels in

order to reduce our fleet’s greenhouse gas emissions;

We utilize performance monitoring and weather routing services on both our owned and our chartered fleet.

sophisticated forecasting algorithms and machine learning, we optimize the speed of our vessels by considering

commercial and environmental concerns while reducing the amount of fuel consumed when the ships encounter adverse

weather and/or currents;

We have established Ship Energy Efficiency Management Plans (SEEMP) to improve the efficiency of our vessels.

Through the SEEMP, we ensure that all our ships are operated efficiently by:

Optimizing the speed of the vessels;

Making course changes to avoid higher fuel consumption caused by rough weather;

Hull cleaning in dry dock to improve speed and reduce fuel consumption;

For our chartered-in fleet we seek to employ the most fuel efficient designs available;

Ballast water treatment systems are currently installed on 23 vessels in our current fleet, representing approximately

92% of our current fleet;

Use of environmental consultants to asses and improve terminal operations.

As the Company expands its operations to

ports and terminals, it becomes more exposed to environmental requirements and regulations ashore.

International Maritime Organization

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It makes the Energy Efficiency Design Index, or EEDI, applicable to new ships and the Ship Energy Efficiency Management Plan, or SEEMP, applicable to all ships.

Amended Annex VI also establishes tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation.

The IMO has drafted regulations to help meet its goals for decreased industry contribution to greenhouse gas emissions.

These regulations, if passed by the IMO’s Marine Enforcement Protection Committee in June, 2021, will become effective January 1, 2023.

The effect of these regulations on the maritime industry in general, and the Company’s fleet in particular, is under study.

Preliminary indications identify that a significant proportion of ships of all types do not meet the regulations and that structural or operational changes will be necessary to do so.

This may require additional investment in ship technology or limiting power output of engines which may reduce the speed at which voyages are performed, reducing efficiencies.

It may also lead to tighter supply of ships because of the reduced efficiencies, or scrapping of vessels deemed too inefficient to continue operating.

Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.

These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.

The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (“CII”).

The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories.

With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII.

Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on board.

For ships above 5,000 gross tonnage, the SEEMP would need to include

certain mandatory content.

The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session in June 2021 and are expected to enter into force in November 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023.

The Company is currently assessing the impact of these regulations on its fleet operations.

MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.

Safety Management System Requirements

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No vessel can obtain an SMC under the ISM Code unless its manager has been awarded a document of compliance, or DOC, issued in most instances by the vessel's flag state.

The Company’s appointed ship managers have obtained documents of compliance for their offices and

safety management certificates for all of its vessels for which the certificates are required by the IMO.

The Company’s appointed ship managers have obtained documents of compliance for their offices and safety management certificates for all of its vessels for which the certificates are required by the IMO.

The document of compliance, or the DOC, and ship management certificate, or the SMC, are renewed as required.

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The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel.

The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended).

(but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended).

With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

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The IMO in November 2014 adopted the International Code for Ships Operating in Polar Waters (the “Polar Code”), and related amendments to the International Convention for the Safety of Life at Sea (“SOLAS”) to make it mandatory.

The date of entry into force of the SOLAS amendments is January 1, 2017, under the tacit acceptance procedure.

It will apply to new ships constructed after that date.

Ships constructed before January 1, 2017 are required to meet the relevant requirements of the Polar Code by the first intermediate or renewal survey, whichever occurs first, after January 1, 2018.

The Polar Code will be mandatory under both SOLAS and MARPOL because it contains both safety and environment related provisions.

In October 2014, IMO’s Marine Environment Protection Committee (“MEPC”) approved the necessary draft amendments to make the environmental provisions in the Polar Code mandatory under MARPOL.

The MEPC adopted the Polar Code and associated MARPOL amendments in May 2015, with an entry-into-force date to be aligned with the SOLAS amendments.

The Polar Code is mandatory under both SOLAS and MARPOL because it contains both safety and environment related provisions.

The MEPC adopted the Polar Code and associated MARPOL amendments in May 2015.

Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act

The Oil Pollution Act of 1990, ("OPA"), established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.

OPA affects all “owners and operators” whose vessels trade with the United States, its

territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States.

OPA affects all “owners and operators” whose vessels trade with the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States.

The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, whether on land or at sea.

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Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA’s promulgation of standards.

Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S.

Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the

Coast Guard regulations are finalized.

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We have submitted NOIs for our vessels where required.

On October 26, 2020,

the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under

On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under

By approximately 2022, the U.S.

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The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained.

The European Union also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for

repeated offenses.

The European Union also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses.

The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply.

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The Company does not expect that it will be required to modify any of its vessels to meet any of the foregoing low sulfur fuel requirements.

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market from 2022.

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market.

On July 14, 2021, the European Parliament formally proposed its plan, which would involve gradually including the maritime sector from 2023 and phasing the sector in over a three-year period.

This will require shipowners to buy permits to cover these emissions.

Contingent on another formal approval vote, specific regulations are forthcoming and are expected to be proposed in 2021.

Contingent upon negotiations and a formal approval vote, these proposed regulations may not enter into force for another year or two.

Greenhouse Gas Regulation

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Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S.

or other countries where the Company operates, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require the Company to make significant financial expenditures which the Company cannot predict with certainty at this time.

or other countries

where the Company operates, or any treaty adopted at the international level to succeed the Kyoto Protocol, that restrict emissions of greenhouse gases could require the Company to make significant financial expenditures which the Company cannot predict with certainty at this time.

Vessel Security Regulations

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If any defects are found, the classification surveyor will issue a recommendation which must be rectified by the ship owner within prescribed time limits.

The Company expects to perform five special survey in 2021 at an aggregate total cost of approximately $6.3 million.

The Company expects to perform two special surveys in 2022 at an aggregate total cost of approximately $3.0 million.

The Company expects to perform three intermediate surveys in 2022 at an aggregate total cost of approximately $1.5 million.

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The operation of any dry bulk vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage, and business interruption due to political circumstances in foreign countries, hostilities and labor strikes.

In addition, there is an inherent possibility of marine disaster, including oil spills (e.g.

In addition, there is an

inherent possibility of marine disaster, including oil spills (e.g.

fuel oil) and other environmental incidents, and the liabilities arising from owning and operating vessels in international trade.

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Protection and indemnity insurance is a form of mutual indemnity insurance provided by mutual protection and indemnity associations, or P&I Associations, which insure the Company’s third party liabilities in connection with its shipping activities.

property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.

This includes third-party liability and other related expenses resulting from the injury, illness or death of crew, passengers and other third parties, the loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.

Subject to the “capping” discussed below, the Company’s coverage, except for pollution, is unlimited.

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For example, Panamax and Supramax vessels are the main dry bulk vessel types deployed in the Baltic due to draft restrictions.

Similarly, these vessels tend to be deployed on the Northern Sea Route (NSR) along the coast of Russia.

Dry bulk vessels are employed through a number of different chartering options.

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A charter to carry a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms.

Most of these charters are of a single voyage nature, as trading patterns do not encourage round trip voyage trading.

Most of these charters are of a single voyage nature, as trading patterns do not encourage

round trip voyage trading.

The ship operator receives payment based on a price per ton of cargo loaded on board the vessel.

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In the time charter (period) market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed, size and fuel consumption.

In the voyage charter market, rates are influenced by cargo size, commodity, port dues

and canal transit fees, as well as delivery and redelivery regions.

In the voyage charter market, rates are influenced by cargo size, commodity, port dues, bunker prices, and canal transit fees, as well as delivery and redelivery regions.

In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size.

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These regions have experienced strong trade growth in dry bulk cargoes, driven in particular by increased mining activities supported by strong commodity demand in Asia, decreased level of ice, and technology advancement in shipping.

Cargo traffic to and from Russian ports is expected to increase in the coming years, mainly representing supplies and cargo for new industrial projects.

The Company's ice class vessels also serve a long term customers requirement in the Canadian Arctic.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business