|
• |
our ability to maintain or develop new and existing customer relationships with major refined product importers and exporters, major crude oil companies and major commodity
traders, including our ability to enter into long-term charters for our vessels;
|
|
• |
our future operating and financial results;
|
|
• |
our future vessel acquisitions, our business strategy and expected and unexpected capital spending or operating expenses, including any dry-docking, crewing, bunker costs and
insurance costs;
|
|
• |
our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate
activities;
|
|
• |
oil and chemical tanker industry trends, including fluctuations in charter rates and vessel values and factors affecting vessel supply and demand;
|
|
• |
our ability to take delivery of, integrate into our fleet, and employ any newbuildings we have ordered or may acquire or order in the future and the ability of shipyards to
deliver vessels on a timely basis;
|
|
• |
the aging of our vessels and resultant increases in operation and dry-docking costs;
|
|
• |
the ability of our vessels to pass classification inspections and vetting inspections by oil majors and big chemical corporations;
|
|
• |
significant changes in vessel performance, including increased vessel breakdowns;
|
|
• |
the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;
|
|
• |
our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at commercially acceptable
rates or at all;
|
|
• |
changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;
|
|
• |
our ability to maintain the listing of our common shares on Nasdaq or another trading market;
|
|
• |
our ability to comply with additional costs and risks related to our environmental, social and governance policies;
|
|
• |
potential liability from litigation, including purported class-action litigation;
|
|
• |
changes in general economic and business conditions;
|
|
• |
general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events, including “trade wars,” piracy, acts by
terrorists or major disease outbreaks such as the recent worldwide coronavirus outbreak;
|
|
• |
changes in production of or demand for oil and petroleum products and chemicals, either globally or in particular regions;
|
|
• |
the strength of world economies and currencies, including fluctuations in charterhire rates and vessel values;
|
|
• |
potential liability from future litigation and potential costs due to our vessel operations, including due to discharge of pollutants, any environmental damage and vessel
collisions;
|
|
• |
the length and severity of epidemics and pandemics, including COVID-19 and its lingering impact on the demand for commercial seaborne transportation and the condition of the
financial markets;
|
|
• |
international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars or
other conflicts, including the war in Ukraine; and
|
|
• |
other important factors
described from time to time in the reports filed by us with the U.S. Securities and Exchange Commission, or the SEC.
|
|
|
TOP SHIPS INC. |
|
|
(registrant)
|
Dated: August 9, 2023
|
By: | /s/ Evangelos J. Pistiolis |
Evangelos J. Pistiolis | ||
Chief Executive Officer |
A. |
Operating Results
|
Six Month Period Ended June 30,
|
Change
|
|||||||||||||||
2022
|
2023
|
June 30, 2022 vs June 30, 2023
|
||||||||||||||
|
($ in thousands)
|
%
|
||||||||||||||
Revenues
|
38,846
|
41,145
|
2,299
|
6
|
%
|
|||||||||||
Voyage expenses
|
875
|
804
|
(71
|
)
|
-8
|
%
|
||||||||||
Operating lease expenses
|
5,378
|
5,378
|
-
|
0
|
%
|
|||||||||||
Other vessel operating expenses
|
9,705
|
9,624
|
(81
|
)
|
-1
|
%
|
||||||||||
Vessel depreciation
|
6,114
|
7,175
|
1,061
|
17
|
%
|
|||||||||||
Management fees-related parties
|
1,030
|
1,092
|
62
|
6
|
%
|
|||||||||||
General and administrative expenses
|
691
|
799
|
108
|
16
|
%
|
|||||||||||
(Gain) on sale of vessels
|
(78
|
)
|
-
|
78
|
-100
|
%
|
||||||||||
Operating income
|
15,131
|
16,273
|
1,142
|
8
|
%
|
|||||||||||
Interest and finance costs
|
(6,927
|
)
|
(10,528
|
)
|
(3,601
|
)
|
52
|
%
|
||||||||
Equity gains/(losses) in unconsolidated joint ventures
|
401
|
(29
|
)
|
(430
|
)
|
-107
|
%
|
|||||||||
Interest Income
|
-
|
58
|
58
|
-
|
||||||||||||
Total other expenses, net
|
(6,526
|
)
|
(10,499
|
)
|
(3,973
|
)
|
61
|
%
|
||||||||
Net income
|
8,605
|
5,774
|
(2,831
|
)
|
-33
|
%
|
|
1. |
Revenues
|
|
2. |
Vessel depreciation
|
|
3. |
Equity gains/(losses) in unconsolidated joint ventures
|
|
4. |
Interest and finance costs
|
|
• |
an increase of $4.2 million in interest costs mainly due to the fact that the variable interest rate of our credit facilities (LIBOR or SOFR, as the case may be) in the six
months ended June 30, 2023, ranged from 4.08% in January to 5.51% in June while in the same period of 2022 it ranged from 0.10% to 1.64%.
|
|
• |
$1.3 million in amortization of debt discounts relating to the amortization of the Vessel fair value participation liability in connection with the Cargill facility incurred
in the six months ended June 30, 2023 (please see the Unaudited Interim Condensed Consolidated Financial Statements for the six months ended June 30, 2023 – “Note - Debt” included elsewhere in this document).
|
Six months ended June 30,
|
||||||||
(Expressed in thousands of U.S. Dollars)
|
2022
|
2023
|
||||||
Net Income
|
8,605
|
5,774
|
||||||
Add: Vessel depreciation
|
6,114
|
7,175
|
||||||
Add: Interest and finance costs
|
6,927
|
10,528
|
||||||
Less: Interest Income
|
-
|
(58
|
)
|
|||||
EBITDA
|
21,646
|
23,419
|
B. |
Liquidity and Capital Resources
|
Page
|
|
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023
|
F-2
|
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2022
and 2023
|
F-3
|
Unaudited Interim Condensed Consolidated Statements of Mezzanine and Stockholders’ Equity for the six months ended June 30, 2022 and 2023
|
F-4
|
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022
and 2023
|
F-5
|
F-6
|
December 31,
|
June 30,
|
|||||||
2022 | 2023 | |||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
20,544
|
9,629
|
||||||
Trade accounts receivable
|
8
|
-
|
||||||
Prepayments and other
|
1,314
|
1,626
|
||||||
Inventories
|
1,026
|
1,057
|
||||||
Due from related parties
|
-
|
622
|
||||||
Total current assets
|
22,892
|
12,934
|
||||||
FIXED ASSETS:
|
||||||||
Vessels, net (Note 4)
|
389,059
|
381,884
|
||||||
Right of use assets from operating leases
|
28,708
|
24,093
|
||||||
Other fixed assets, net
|
505
|
505
|
||||||
Total fixed assets
|
418,272
|
406,482
|
||||||
OTHER NON CURRENT ASSETS:
|
||||||||
Restricted cash
|
4,000
|
4,000
|
||||||
Investments in unconsolidated joint ventures
|
22,173
|
20,804
|
||||||
Deposit asset
|
2,000
|
2,000
|
||||||
Total non-current assets
|
28,173
|
26,804
|
||||||
Total assets
|
469,337
|
446,220
|
||||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt (Note 7)
|
12,344
|
34,874
|
||||||
Due to related parties (Note 5)
|
237
|
-
|
||||||
Accounts payable
|
1,953
|
1,759
|
||||||
Accrued liabilities
|
2,061
|
2,083
|
||||||
Unearned revenue
|
7,030
|
6,286
|
||||||
Current portion of Operating lease liabilities (Note 6)
|
8,610
|
8,795
|
||||||
Vessel fair value participation liability (Note 7)
|
- |
3,605 |
||||||
Total current liabilities
|
32,235
|
57,402
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Non-current portion of long-term debt (Note 7)
|
221,370
|
192,309
|
||||||
Non-current portion of Operating lease liabilities (Note 6)
|
15,338
|
10,847
|
||||||
Other non-current liabilities
|
100
|
50
|
||||||
Vessel fair value participation liability (Note 7)
|
3,271 |
- |
||||||
Total non-current liabilities
|
240,079
|
203,206
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
|
|
||||||
Total liabilities
|
272,314 |
260,608 |
||||||
MEZZANINE EQUITY:
|
||||||||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; 13,452 Series E
Shares issued and outstanding at December 31, 2022 and June 30, 2023 and 5,850,748 and 3,659,628 Series F Shares issued and outstanding at December 31, 2022 and June 30, 2023 (Note 12)
|
59
|
37
|
||||||
Preferred stock, Paid-in capital in excess of par
|
86,292
|
60,021
|
||||||
Total mezzanine equity
|
86,351
|
60,058
|
||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 100,000
Series D shares were outstanding at December 31, 2022 and June 30, 2023
|
1
|
1
|
||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 10,294,906
shares issued and outstanding at December 31, 2022 and 20,346,091 shares issued and outstanding at June 30, 2023
|
103
|
203
|
||||||
Additional paid-in capital
|
428,374
|
437,382
|
||||||
Accumulated deficit
|
(317,806
|
)
|
(312,032
|
)
|
||||
Total stockholders’ equity
|
110,672
|
125,554
|
||||||
Total liabilities, mezzanine equity and stockholders’ equity
|
469,337
|
446,220
|
Six Months Ended
|
||||||||
June 30,
|
June 30,
|
|||||||
2022
|
2023
|
|||||||
REVENUES:
|
||||||||
Time charter revenues
|
$
|
36,060
|
$
|
36,710
|
||||
Time charter revenues from related parties (Note 5)
|
2,786
|
4,435
|
||||||
Total revenues
|
38,846
|
41,145
|
||||||
EXPENSES:
|
||||||||
Voyage expenses
|
875
|
804
|
||||||
Operating lease expenses
|
5,378
|
5,378
|
||||||
Other vessel operating expenses
|
9,705
|
9,624
|
||||||
Vessel depreciation
|
6,114
|
7,175
|
||||||
Management fees-related parties (Note 5)
|
1,030
|
1,092
|
||||||
Gain on sale of vessels
|
(78
|
)
|
-
|
|||||
General and administrative expenses
|
691
|
799
|
||||||
Operating income
|
15,131
|
16,273
|
||||||
OTHER INCOME (EXPENSES):
|
||||||||
Interest and finance costs
|
(6,927
|
)
|
(10,528
|
)
|
||||
Interest income
|
-
|
58
|
||||||
Equity gains/(losses) in unconsolidated joint ventures
|
401
|
(29
|
)
|
|||||
Total other expenses, net
|
(6,526 | ) | (10,499 | ) | ||||
Net income and comprehensive income
|
8,605 |
5,774 |
||||||
Less: Deemed dividend equivalents on Series F Shares related to redemption value
|
(14,400
|
)
|
-
|
|||||
Less: Dividends of preferred shares (Note 5 and 12)
|
(7,322
|
)
|
(3,485
|
)
|
||||
Net (loss)/income and comprehensive income attributable to common shareholders
|
(13,117 | ) | 2,289 | |||||
(Loss)/Earnings per common share, basic (Note 10) | (6.15 | ) | 0.13 |
|||||
(Loss)/Earnings per common share, diluted (Note 10)
|
(6.15 | ) | 0.10 |
|||||
Weighted average common shares outstanding, basic (Note 10) | 2,132,179 | 17,793,072 | ||||||
Weighted average common shares outstanding, diluted (Note 10)
|
2,132,179
|
33,079,436
|
Mezzanine Equity
|
Stockholder’s Equity
|
|||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Additional | Total | |||||||||||||||||||||||||||||||||||||
# of Shares
|
Par
Value
|
Paid-in Capital
|
# of Shares
|
Par
Value
|
# of Shares
|
Par
Value
|
Paid –
in Capital
|
Accumulated Deficit
|
stockholders’
equity
|
|||||||||||||||||||||||||||||||
BALANCE, December 31, 2021
|
13,452
|
-
|
16,142
|
100,000
|
1
|
1,991,598
|
19
|
429,956
|
(336,754
|
)
|
93,222
|
|||||||||||||||||||||||||||||
Net Income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8,605
|
8,605
|
||||||||||||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(16
|
)
|
-
|
(16
|
)
|
||||||||||||||||||||||||||||
Issuance of common stock and Pre-Funded Warrants pursuant to equity offerings
|
-
|
-
|
-
|
-
|
364,443
|
4
|
8,499
|
-
|
8,503
|
|||||||||||||||||||||||||||||||
Issuance of Series F Shares
|
7,200,000
|
72
|
71,928
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||
Deemed dividend equivalents on Series F Shares related to redemption value
|
-
|
-
|
14,400
|
-
|
-
|
-
|
-
|
(14,400
|
)
|
-
|
(14,400
|
)
|
||||||||||||||||||||||||||||
Dividends of Preferred Shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,322
|
)
|
-
|
(7,322
|
)
|
||||||||||||||||||||||||||||
BALANCE, June 30, 2022
|
7,213,452
|
72
|
102,470
|
100,000
|
1 |
2,356,041
|
23
|
416,717
|
(328,149
|
)
|
88,592
|
Mezzanine Equity | Stockholder’s Equity | |||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Additional | Total | |||||||||||||||||||||||||||||||||||||
# of Shares
|
Par
Value
|
Paid-in Capital
|
# of Shares
|
Par
Value
|
# of Shares
|
Par
Value
|
Paid –
in Capital
|
Accumulated Deficit
|
stockholders’
equity
|
|||||||||||||||||||||||||||||||
BALANCE, December 31, 2022
|
5,864,200
|
59
|
86,292
|
100,000
|
1
|
10,294,906
|
103
|
428,374
|
(317,806
|
)
|
110,672
|
|||||||||||||||||||||||||||||
Net Income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,774
|
5,774
|
||||||||||||||||||||||||||||||
Issuance of common stock pursuant to equity offerings (Note 9)
|
-
|
-
|
- |
-
|
-
|
10,045,185
|
100
|
12,481
|
-
|
12,581
|
||||||||||||||||||||||||||||||
Exercise of Warrants, net of fees (Note 9)
|
-
|
-
|
-
|
-
|
-
|
6,000
|
-
|
12
|
-
|
12
|
||||||||||||||||||||||||||||||
Redemptions of preferred shares (Note 5 and 12)
|
(2,191,121
|
)
|
(22
|
)
|
(26,271
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
Dividends of Preferred Shares
($74.41 per share for Series E Shares and $0.68 per share for Series F Shares)
(Note 5 and 12) |
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,485
|
)
|
-
|
(3,485
|
)
|
||||||||||||||||||||||||||||
BALANCE, June 30, 2023
|
3,673,079
|
37
|
60,021
|
100,000
|
1 |
20,346,091
|
203
|
437,382
|
(312,032
|
)
|
125,554
|
Six months ended June 30,
|
||||||||
2022
|
2023
|
|||||||
Net Cash provided by Operating Activities
|
13,947 |
13,023 |
||||||
Cash Flows from Investing Activities:
|
||||||||
Advances for vessels under construction
|
(216,559
|
)
|
-
|
|||||
Net proceeds from sale of vessels
|
72,060
|
-
|
||||||
Returns of investments in unconsolidated joint ventures
|
1,449
|
1,340
|
||||||
Net Cash (used in)/provided by Investing Activities
|
(143,050 | ) | 1,340 | |||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from debt
|
156,201
|
-
|
||||||
Principal payments of debt
|
(6,906
|
)
|
(7,813
|
)
|
||||
Prepayment of debt
|
(54,179
|
)
|
-
|
|||||
Proceeds from issuance of series F preferred stock
|
47,630
|
-
|
||||||
Proceeds from related party debt
|
9,000
|
-
|
||||||
Prepayment of related party debt
|
(9,000
|
)
|
-
|
|||||
Proceeds from equity offerings, gross (Note 9)
|
9,217
|
13,561
|
||||||
Equity offerings costs
|
(574
|
)
|
(1,260
|
)
|
||||
Dividends of Preferred shares (Note 5 and 12)
|
(6,921
|
)
|
(3,485
|
)
|
||||
Payment of financing costs
|
(3,468
|
)
|
-
|
|||||
Redemption of preferred shares
|
- | (26,293 | ) | |||||
Proceeds from warrant exercises, net
|
- | 12 | ||||||
Net Cash provided by/(used in) Financing Activities
|
141,000
|
(25,278
|
)
|
|||||
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
11,897
|
(10,915
|
)
|
|||||
Cash and cash equivalents and restricted cash at beginning of year
|
6,370
|
24,544
|
||||||
Cash and cash equivalents and restricted cash at end of the period
|
18,267
|
13,629
|
||||||
Cash breakdown
|
||||||||
Cash and cash equivalents
|
14,267
|
9,629
|
||||||
Restricted cash, non-current
|
4,000
|
4,000
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Capital expenditures included in Accounts payable/ Accrued liabilities/ Due to related parties
|
155
|
-
|
||||||
Interest paid net of capitalized interest
|
4,414
|
8,814
|
||||||
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties
|
100
|
16
|
||||||
Dividends of Preferred shares included in Due to Related Parties
|
1,369
|
-
|
||||||
Offering expenses included in liabilities
|
141
|
-
|
||||||
Deemed dividend equivalents on Series F Shares related to redemption value
|
14,400
|
-
|
||||||
Settlement of Due to related parties with the issuance of Series F Shares
|
24,370
|
-
|
||||||
Related party S&P commissions relating to Proceeds from vessel sales included in Due to related parties
|
346
|
-
|
1. |
Basis of Presentation and General Information:
|
Companies
|
Date of
Incorporation
|
Country of
Incorporation
|
Activity
|
Top Tanker Management Inc.
|
May 2004
|
Marshall Islands
|
Management company
|
Wholly owned Shipowning Companies (“SPC”)
with vessels in operation during period ended
June 30, 2023
|
Date of
Incorporation |
Country of
Incorporation |
Vessel
|
Delivery Date
|
|
1
|
PCH Dreaming Inc.
|
January 2018
|
Marshall Islands
|
M/T Eco Marina Del Ray
|
March 2019
|
2
|
South California Inc.
|
January 2018
|
Marshall Islands
|
M/T Eco Bel Air
|
April 2019 (sold and leased back in 2020)
|
3
|
Malibu Warrior Inc.
|
January 2018
|
Marshall Islands
|
M/T Eco Beverly Hills
|
May 2019 (sold and leased back in 2020)
|
4
|
Roman Empire Inc.
|
February 2020
|
Marshall Islands
|
M/T Eco West Coast
|
March 2021
|
5
|
Athenean Empire Inc.
|
February 2020
|
Marshall Islands
|
M/T Eco Malibu
|
May 2021
|
6
|
Eco Oceano Ca Inc.
|
December 2020
|
Marshall Islands
|
M/T Eco Oceano Ca
|
March 2022
|
7
|
Julius Caesar Inc.
|
May 2020
|
Marshall Islands
|
M/T Julius Caesar
|
January 2022
|
8
|
Legio X Inc.
|
December 2020
|
Marshall Islands
|
M/T Legio X Equestris
|
March 2022
|
SPC
|
Date of
Incorporation
|
Country of
Incorporation
|
Vessel
|
Delivery Date
|
|
1
|
California 19 Inc.
|
May 2019
|
Marshall Islands
|
M/T Eco Yosemite Park
|
March 2020
|
2
|
California 20 Inc.
|
May 2019
|
Marshall Islands
|
M/T Eco Joshua Park
|
March 2020
|
2. |
Significant Accounting Policies:
|
3.
|
Going Concern:
|
4.
|
Vessels, net:
|
Vessel
Cost
|
Accumulated
Depreciation
|
Net Book Value
|
||||||||||
Balance, December 31, 2022
|
409,264
|
(20,205
|
)
|
389,059
|
||||||||
— Depreciation
|
-
|
(7,175
|
)
|
(7,175
|
)
|
|||||||
Balance, June 30, 2023
|
409,264
|
(27,380
|
)
|
381,884
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5. |
Transactions with Related Parties:
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(a)
|
Central Mare– Executive Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central
Mare, a related party affiliated with the family of Mr. Evangelos J. Pistiolis, pursuant to which Central Mare provides the Company with its executive officers and other administrative employees (Chief Executive Officer, Chief Financial
Officer, Chief Technical Officer and Chief Operating Officer).
|
Six Months Ended June 30,
|
|||||||||
2022
|
2023
|
Presented in:
|
|||||||
Executive officers and other personnel expenses
|
180
|
180
|
General and administrative expenses - Statements of comprehensive income
|
||||||
Amortization of awarded shares
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(16
|
)
|
-
|
Management fees - related parties - Statements of comprehensive income
|
|||||
Total
|
164
|
180
|
(b) |
Central Shipping Inc (“CSI”) – Letter Agreement and Management Agreements: On January 1, 2019, the Company entered into a letter agreement with CSI, a related party affiliated
with the family of Mr. Evangelos J. Pistiolis, which detailed the services and fees for the management of the Company’s fleet.
|
Six Months Ended June 30,
|
|||||||||
2022
|
2023
|
Presented in:
|
|||||||
Management fees
|
61
|
-
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
||||||
866
|
912
|
Management fees - related parties -Statements of comprehensive income
|
|||||||
Supervision services fees
|
14
|
-
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
||||||
Superintendent fees
|
13
|
7
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Vessel operating expenses -Statements of comprehensive income
|
||||||
129
|
-
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
|||||||
Accounting and reporting cost
|
180
|
180
|
Management fees - related parties -Statements of comprehensive income
|
||||||
Commission for sale and purchase of vessels
|
730
|
-
|
Gain from vessel sales -Statements of comprehensive income
|
||||||
455
|
-
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
|||||||
Commission on charter hire agreements
|
486
|
514
|
Voyage expenses - Statements of comprehensive income
|
||||||
Financing fees
|
312
|
-
|
Net in Current and Non-current portions of long-term debt – Balance Sheet
|
||||||
Total
|
3,246
|
1,613
|
(c) |
Dividends of Series E Shares to Family Trading Inc (“Family Trading”): On June 30, 2022 and 2023, the Company declared a dividend of $1,015 and $1,001 for the six
months ended June 30, 2022 and 2023 respectively. As of December 31, 2022 and June 30, 2023 there were no dividends due to
Family Trading.
|
(d) |
Dividends of Series F Shares to Africanus Inc (“Africanus”): On June 30, 2022 and 2023, the Company declared a dividend of $6,307 and $2,484 for the six
months ended June 30, 2022 and 2023 respectively. As of December 31, 2022 and June 30, 2023 there were no dividends due to
Africanus.
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(e) |
Charter party with Central Tankers Chartering Inc (“CTC”): For the six months ended June 30, 2022 and 2023 the CTC time charter generated $2,786 and $4,435 of revenue
respectively, presented in Time charter revenues from related parties in the accompanying unaudited interim condensed consolidated statements of comprehensive income. As of June 30, 2023, there were no amounts due from CTC.
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6. |
Leases
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Year ending December 31,
|
Bareboat charter lease payments
|
|||
2023 (remainder)
|
5,152
|
|||
2024
|
10,038
|
|||
2025
|
6,777
|
|||
Total
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21,967
|
|||
Less imputed interest
|
(2,325
|
)
|
||
Total Lease Liability
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19,642
|
|||
Presented as follows:
|
||||
Current portion of Operating lease liabilities
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8,795
|
|||
Non-current portion of Operating lease liabilities
|
10,847
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Year ending December 31,
|
Time Charter receipts
|
|||
2023 (remaining)
|
40,638
|
|||
2024
|
66,674
|
|||
2025
|
43,342
|
|||
2026
|
34,428
|
|||
2027 and thereafter
|
91,615
|
|||
Total
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276,697
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7. |
Debt:
|
Bank / Vessel(s)
|
||||||||
December 31,
2022
|
June 30,
2023
|
|||||||
Total long term debt:
|
||||||||
2nd ABN Facility (M/T Eco West Coast)
|
32,495
|
31,265
|
||||||
2nd Alpha Bank Facility (M/T Eco Malibu)
|
33,500
|
32,000
|
||||||
Cargill Facility (M/T Eco Marina Del Ray – presented in Current portion of long-term debt)
|
25,189 | 24,161 | ||||||
2nd CMBFL Facility (M/T Julius Caesar and M/T Legio X Equestris)
|
103,952
|
101,252
|
||||||
2nd AVIC Facility (M/T Eco Oceano Ca)
|
45,489
|
44,133
|
||||||
Total long term debt
|
240,625
|
232,811
|
||||||
Less: Deferred finance fees
|
(3,640
|
)
|
(3,331
|
)
|
||||
Less: Debt discount relating to Vessel fair value participation liability (allocated to Current portion of long-term debt)
|
(3,271 | ) | (2,297 | ) | ||||
Total long term debt net of deferred finance fees and debt discounts
|
233,714
|
227,183
|
||||||
Presented:
|
||||||||
Current portion of long term debt (including Cargill Facility maturing in March 2023)
|
12,344
|
34,874
|
||||||
Long term debt
|
221,370 | 192,309 | ||||||
Total Debt net of deferred finance fees
|
233,714
|
227,183
|
8. |
Commitments and Contingencies:
|
9. |
Common Stock, Additional Paid-In Capital and Dividends:
|
10. |
(Loss)/Earnings Per Common Share:
|
Six months ended June 30,
|
||||||||
2022
|
2023
|
|||||||
Net Income
|
8,605 | 5,774 | ||||||
Less: Dividends of Preferred shares
|
(7,322
|
)
|
(3,485
|
)
|
||||
Less: Deemed dividend equivalents on Series F Shares related to redemption value
|
(14,400
|
)
|
-
|
|||||
(Loss)/Earnings attributable to common shareholders, basic
|
(13,117
|
)
|
2,289
|
|||||
Weighted average common shares outstanding, basic
|
2,132,179 | 17,793,072 | ||||||
(Loss)/Earnings per share, basic
|
(6.15 | ) | 0.13 | |||||
(Loss)/Earnings attributable to common shareholders, basic
|
(13,117 | ) | 2,289 | |||||
Add: Dividends of Convertible preferred shares
|
- | 1,001 | ||||||
(Loss)/Earnings attributable to common shareholders, diluted
|
(13,117 | ) | 3,290 | |||||
Effect of dilutive securities:
|
||||||||
Series E Shares
|
- | 15,286,364 | ||||||
Weighted average common shares outstanding, diluted
|
2,132,179 | 33,079,436 | ||||||
(Loss)/Earnings per share, diluted
|
(6.15 | ) | 0.10 |
11. | Fair value of Financial Instruments and derivative instruments: |
|
a) |
Interest rate risk: The Company is subject to market risks relating to changes in interest rates of debt outstanding under the 2nd ABN, the 2nd Alpha Bank, the 2nd AVIC and the 2nd CMBFL facilities on which it pays interest based on LIBOR or SOFR plus a margin. As of June 30, 2023 the Company has not entered into any rate swap agreements,
however in order to manage part or whole of its exposure to changes in interest rates due to this floating rate indebtedness, the Company might do so in the future.
|
|
b) |
Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The Company places its temporary cash
investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary cash
investments.
|
|
c) |
Fair value:
|
12. |
Mezzanine Equity
|
13. |
Subsequent Events
|