The securities being offered hereby are speculative and involve a high degree of risk. Prospective investors, prior to making an investment in the Shares, should consider the following risks and speculative factors inherent in and affecting the business of the Company:
- Absence of Operating History. The Companys activities to date have been limited to organizational matters and arrangements of this Offering. The Company has had no revenue from operations and no other financial results upon which investors may base an assessment of its potential. There can be no assurance that the Companys operations will be successful or that it will succeed in meeting its stated business objectives.
- Unspecified Ships. Although the Company has formulated its plans of operation for the proposed purchase, operation and future sale of handy-size and Panamax bulk carriers, as of the date of this Offering, the Company does not own any ships or other assets and does not have any options, contractual arrangements or understandings to acquire any ships. An investor who purchases Shares in this Offering must rely solely upon the judgement and ability of the Companys Board of Directors with respect to the selection and method of investment in the ships and the operation, management and future disposition thereof.
- Depressed Conditions of the Market for Bulk Carriers. The charter and resale markets for handy-size and Panamax bulk carriers have been severely depressed. Average charter rates for the entire 2001 have been rather low to enable many owners of such vessels to meet capital and operating costs and a number of owners of handy-size and Panamax bulk carriers have been the subject of bankruptcy or reorganization proceedings. There can be no assurance that charter rates will in the future be sufficient to enable owners, including the Company, to operate such bulk carriers profitably.
- Possible Catastrophic Loss and Liability. The operation of any ocean going vessel has an inherent risk of catastrophic marine disasters. In addition, the proposed business of the Company will be affected by the risk of mechanical failure of the Companys vessels, collisions, property losses to the vessels, the risk of cargo loss or damage, the risk of business interruption due to political action in foreign countries and labor strikes and adverse weather conditions which could result in loss of revenues or increased costs. The Company plans to maintain insurance against these risks. However, there can be no assurance that such insurance would be sufficient to cover the cost of any damages asserted against the Company, nor would it likely cover the loss of income resulting from the ship being removed from operations.
- Risks Associated with the Purchase of Used Vessels. The useful lives of handy-size and Panamax carriers have been estimated by industry sources to be approximately 20 to 25 years. The Company intends to purchase vessels of approximately 13 to 15 years of age and their remaining useful life could therefore be limited. In general, capital expenditures necessary for maintaining the vessels in good operating condition increase with the age of the vessels. In addition, changes in governmental regulations, safety or other equipment standards may require alterations to, or the addition of, new equipment to the vessels. There can be no assurance that market conditions will justify such expenditures on the Companys vessels or enable the Company during the remainder of the useful life of its vessels to be profitable or to sell its vessels at prices in excess of the cost of the vessels plus any capital improvements made by the Company. In addition, if any vessels are unable to operate for a lengthy period due to the need for repairs or other factors, the Companys operations will be severely impacted.
- Disposition of the Vessels. Although the values of vessels have increased historically on a cyclical basis, it may be the case that either an excessive supply of vessels or a decrease of seaborne transportations of dry bulk commodities would cause prices for second hand vessels to decline. In a depressed market only a few buyers are available and the sale of the vessels may not be feasible.
Although the Company intends
to pay regular dividends out
of available cash flow
beginning one year after the
Closing, there can be no
assurance as to whether or
when the Company will be
able to pay regular
dividends after that period
- Absence of Public Market. Prior to this Offering there has been no public market for the Shares, and there is no assurance that a market will develop upon completion of this Offering or that, if developed, such market will be sustained.
- Possible Volatility of Share Prices. Historically the dry bulk carrier market has been highly volatile and subject to significant changes. Announcements affecting the price of certain dry bulk commodities or charter rates for, or resale values of dry bulk carriers could have a significant effect on the market price of the Common Stock.