What changed in this filing

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Item 1. Business

2023-03-15 compared with 2022-03-16 · 91 added, 79 removed, 618 unchanged (22% of the section changed)

5 unchanged sentences

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.

At any time, this fleet may be comprised of 45-60 vessels that are chartered-in on a short-term basis for operation under our contract business.

In addition, during the year 2021, the Company operated 24 vessels which were wholly-owned or partially-owned through joint ventures.

At any time, this fleet may be comprised of a total of 45-60 vessels that are owned or chartered-in on a short-term basis.

During 2022, the Company operated 26 vessels which were wholly-owned or partially-owned through joint ventures.

The Company uses this fleet to transport approximately 23 million tons of cargo annually to nearly 250 ports around the world, averaging approximately 49 vessels in service daily in 2022 and 55 during 2021.

7 unchanged sentences

Backhaul routes allow us to reduce ballast days and instead earn revenues at times and on routes that are typically traveled without paying cargo.

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.

The Company is a leader in the high ice class sector, secured by its control of a majority of the world's large (over 60,000 DWT) dry bulk vessels with Ice-Class 1A designation.

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

16 unchanged sentences

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.

The Company employs the technical management services of Seamar Management S.A.

which is 51% owned by the Company, and Bernard Schulte Shipmanagment, a third party, for its ice class 1A fleet.

Business Strategy

11 unchanged sentences

The Company currently controls (owns or has an ownership interest in) a fleet of 24 bulk carriers as of March 15, 2023.

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.

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

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

11 unchanged sentences

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, Post Panamax Ice Class 1A 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 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.

The Company’s Chief Executive Officer, Mark Filanowski, has over 30 years of experience in the shipping industry.

Other members of its management team, Mads Boye Petersen and Gianni Del Signore, also have extensive experience in the shipping industry.

The Company believes its management team and key employees are well respected in the drybulk sector of the shipping industry

and, over the years, has developed strong commercial relationships with industrial customers and lenders.

The Company believes that the experience, reputation and background of its management team will continue to be key factors in its success.

1 unchanged sentence

Logistics services and commercial management include identifying cargo for transportation, voyage planning, managing relationships, identifying vessels to charter in, and operating such vessels.

The Company’s Ice-Class 1A Panamax vessels are technically managed by a third-party manager with extensive expertise managing these vessel types and with ice pilotage.

The Company’s Ice-Class 1A Panamax vessels are technically managed by a third-party manager.

The technical management of the remainder of the Company’s owned fleet is performed in-house by our 51% owned joint venture, Seamar Management, S.A..

24 unchanged sentences

m/v Bulk Friendship Supramax 58,738 2011 Nantong Cosco Kawasaki HI

m/v Bulk Sachuest Supramax 55,618 2010 Hyundai Vinashin

m/v Bulk Independence Supramax 56,548 2008 Yokohama

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m/v Bulk Freedom Supramax 52,454 2005 Tsuneishi Shipbuilding Co.

m/v Bulk Newport Supramax 52,587 2003 Shin Kurushima Toyohashi

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

1 unchanged sentence

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 Concord Panamax 76,600 2009 Shin Kasado Dockyard Co.

m/v Bulk Xaymaca (1)

16 unchanged sentences

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 Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku 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, 2022.

7 unchanged sentences

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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Bermuda 100% (F)

Bulk Patriot Ltd.

(“Bulk Patriot”) Bermuda 100% (G)

Bulk Juliana Ltd.

(“Bulk Juliana”) Bermuda 100% (G)

Bulk Trident Ltd.

(“Bulk Trident”) Bermuda 100% (G)

Nordic Bulk Barents Ltd.

(“Bulk Barents”) Bermuda 100% (G)

Nordic Bulk Bothnia Ltd.

(“Bulk Bothnia”) Bermuda 100% (G)

Nordic Bulk Carriers A/S (“NBC”) Denmark 100% (H)

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

Bulk Phoenix Ltd.

("Bulk Newport") Bermuda 100% (G)

Bulk Valor Corp.

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

Bulk Beothuk Corp.

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

Phoenix Bulk 25 Corp.

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

Bulk Sachuest Corp.

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

Venture Logistics NL Inc.

51 unchanged sentences

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.

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.

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.

5 unchanged sentences

Environmental and Other Regulations

Government regulation significantly affects the ownership and operation of the Company's vessels.

Government regulation and laws significantly affect the ownership and operation of the Company's vessels.

The Company is subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which its vessels may operate or are registered.

14 unchanged sentences

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;

Renewed our owned fleet with modern second hand and newbuilding vessels with lower overall fuel consumption than older vessels in order to reduce our fleet’s greenhouse gas emissions.

The Company took delivery of four Post Panamax vessels in 2021, which has significantly improved the fleet's emissions profile.

The improvement is measured by fuel consumption per deadweight ton.

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

8 unchanged sentences

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.

Ballast water treatment systems are currently installed on all vessels;

Use of environmental consultants to assess 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

MARPOL entered into force on October 2, 1983.

The United Nations’ International Maritime Organization, or the IMO, has adopted the International Convention for the Prevention of Marine Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), and the International Convention on Load Lines of 1966 (the "LL Convention").

MARPOL entered into force on October 2, 1983 and establishes environmental standards related to oil leakage or spilling, air emissions, garbage management, sewage, and handling and disposal of noxious liquids, including harmful substances in packaged form.

It has been adopted by over 150 nations, including many of the jurisdictions in which the Company's vessels operate.

5 unchanged sentences

emissions standards, titled IMO-2020, took effect on January 1, 2020.

In 2013, the IMO's Marine Environmental Protection Committee, or the "MEPC," adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or "CAS." These amendments became effective on October 1, 2014 and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or "ESP Code," which provides for enhanced inspection programs.

The Company may need to make certain financial expenditures to comply with these amendments in the future, which could be significant.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution.

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels.

Effective May 2005, Annex VI sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000.

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The IMO’s Marine Environment Protection Committee, or MEPC, adopted amendments to Annex VI on October 10, 2008, which amendments were entered into force on July 1, 2010.

The Amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulphur contained in any fuel oil used onboard ships.

The Amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard ships.

On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020.

1 unchanged sentence

Ships are now required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content.

Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% Sulphur on ships were adopted and will take effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment ("scrubbers") which can carry fuel of higher sulfur content.

Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and will take effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment ("scrubbers") which can carry fuel of higher sulfur content.

These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs, including those related to the purchase, installation and operation of scrubbers and the purchase of compliant fuel oil.

4 unchanged sentences

Ocean-going vessels in these areas are subject to stringent emissions controls, which may cause the Company to incur additional costs.

If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S.

Environmental Protection Agency (the "EPA"), or the states where the Company operates, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of operations.

As of January 1, 2013, MARPOL made certain measures relating to energy efficiency for ships mandatory.

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.

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

In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution (the "Barcelona Convention") agreed to support the designation of a new ECA in the Mediterranean Sea.

On December 15, 2022, MEPC 79 adopted the designation of a new ECA in the Mediterranean Sea, with an effective date of May 1, 2025.

Additional legislation or regulations applicable to the operation of its vessels that may be implemented in the future could adversely affect its business.

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.

To achieve a 40% reduction in

carbon emissions by 2023 compared to 2008, shipping companies are required to include:

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

The EEXI is required to be calculated for ships of 400 gross tonnage and above.

The IMO and MEPC will calculate “required” EEXI levels based on the vessel’s technical design, such as vessel type, date of creation, size and baseline.

Additionally, an “attained” EEXI will be calculated to determine the actual energy efficiency of the vessel.

A vessel’s attained EEXI must be less than the vessel’s required EEXI.

Non-compliant vessels will have to upgrade their engine to continue to travel.

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 vessel’s attained CII must be lower than its required CII.

Vessels that continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance.

MEPC 79 also adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database.

The amendments will enter into force on May 1, 2024.

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

For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content.

MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil by ships in Arctic waters on and after July 1, 2024.

The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held on June 2021, entered into force on November 1, 2022 and became effective on January 1, 2023.

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

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The Company’s vessels will be required to be equipped with a ballast water treatment system that meets mandatory concentration limits not later than the first intermediate or renewal survey, whichever occurs first, after the anniversary date of delivery of the vessel in 2014, for vessels with ballast water capacity of 1500 – 5000 cubic meters, or after such date in 2016, for vessels with ballast water capacity of greater than 5000 cubic meters.

The cost of compliance with these requirements may be material.

The Company's newer fleet of Ice-Class vessels were equipped with these systems when delivered from the shipyard.

The Company's current fleet of vessels are equipped with these systems.

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.

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

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).

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.

25 unchanged sentences

drybulk) to the greater of $1,200 per gross ton or $997,100 (subject to periodic adjustment for inflation).

Effective March 23, 2023, the new adjusted limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation).

These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S.

35 unchanged sentences

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

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.

Coast Guard regulations are finalized.

2 unchanged sentences

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.

Within two years after the EPA publishes its final Vessel Incidental Discharge National Standards of Performance, the U.S.

Coast Guard must develop corresponding implementation, compliance and enforcement regulations regarding ballast water.

22 unchanged sentences

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

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

The Environment Council adopted a general approach on the proposal in June 2022.

On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances:

40% for verified emissions from 2024, 70% for 2025 and 100% for 2026.

Most large vessels will be included in the scope of the EU ETS from the start.

Big offshore vessels of 5,000 gross tonnage and above will be included in the 'MRV' on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027.

General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026.

Greenhouse Gas Regulation

In July 2011, MEPC adopted two new sets of mandatory requirements to address greenhouse gas emissions from ships, which entered into force in January 2013.

Currently operating ships are required to have a Ship Energy Efficiency Management Plan ("SEEMP") on board, and minimum energy efficiency levels per capacity mile, outlined in the Energy Efficiency Design Index ("EEDI"), apply to new ships.

These requirements could cause the Company to incur additional compliance costs.

The European Union has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels, and in January 2012 the European Commission launched a public consultation on possible measures to reduce greenhouse gas emissions from ships.

In November 2020, MEPC 75 approved draft amendments to the Anti-Fouling Convention to prohibit anti-fouling systems containing cybutryne.

These amendments were adopted at MEPC 76 in June 2021 and will apply to ships from January 1, 2023.

During MEPC 76 in June 2021, the IMO approved amendments to Annex VI to cut the carbon intensity of existing ships.

The amendments will require ships to combine a technical and an operational approach to reduce their carbon intensity, in line with the ambition of the Initial IMO GHG Strategy, which aims to reduce carbon intensity of international shipping by 40% by 2030, compared to 2008.

The amendments 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”).

These amendments are expected to enter into force on November 1, 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023.

The Company has evaluated the impact of EEXI requirements and determined that the majority of our fleet will be minimally impacted with some of the oldest ships requiring the application of an engine power limitation that may reduce operational maximum speed.

The Company is working with Class to complete the EEXI certification of all vessels in advance of the requirement coming into effect.

EEXI requirements will ultimately lead the oldest ships in the drybulk fleet to slow down significantly which will limit drybulk supply and could probably positively impact the freight rates.

The Company is evaluating the impact of CII requirements on the fleet and sees limited impact through 2026 after which further incremental decreases will be decided.

The most immediate impact of CII requirements coming into effect will likely be the need for collaboration between the Company and Charterers to actively manage CII scoring and working on optimizing operations.

In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and large stationary sources.

Although the mobile source emissions regulations do not apply to greenhouse gas emissions from vessels, such regulation of vessels is foreseeable, and the EPA has in recent years received petitions from the California Attorney General and various environmental groups seeking such regulation.

On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources.

The proposed rule would reduce 41 million tons of methane emissions between 2023 and 2035 and cut methane emissions in the oil and gas sector by approximately 74 percent compared to emissions from this sector in 2005.

EPA issued a supplemental proposed rule in November 2022 to include additional methane reduction measures following public input and anticipates issuing a final rule in 2023.

If these new regulations are finalized, they could affect our operations.

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

64 unchanged sentences

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.

OPA, which imposes virtually unlimited liability for certain oil pollution accidents upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone, has made liability insurance more expensive for ship owners and operators trading in the U.S.

OPA, which imposes virtually unlimited liability for certain oil

pollution accidents upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone, has made liability insurance more expensive for ship owners and operators trading in the U.S.

The Company maintains hull and machinery insurance, war risks insurance, protection and indemnity cover and freight, demurrage and defense cover for its owned fleet at amounts it believes address the normal risks of its operations.

26 unchanged sentences

Ocean going vessels represent the most efficient and often the only means of transporting large volumes of dry cargo over long distances.

Dry bulk cargo includes both major and minor commodities such as coal, iron ore, grain, bauxite, cement clinker, and limestone.

Dry bulk cargo includes both major and minor commodities such as coal, iron ore, grain, bauxite, cement clinker, and

Dry bulk trade is influenced by the underlying demand for the dry bulk commodities which in turn is influenced by the level of global economic activity.

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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.

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

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

The ship operator is responsible for the payment of all voyage expenses, as well as the costs of owning or hiring the vessel.

34 unchanged sentences

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