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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TOP Ships Inc | NASDAQ:TOPS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.38 | 12.38 | 13.25 | 0 | 01:00:00 |
• |
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
|
|
|
||||||
Trade accounts receivable
|
|
|
||||||
Prepayments and other
|
|
|
||||||
Inventories
|
|
|
||||||
Due from
|
|
|
||||||
Total current assets
|
|
|
||||||
FIXED ASSETS:
|
||||||||
Vessels, net (Note 4)
|
|
|
||||||
Right of use assets from operating leases
|
|
|
||||||
Other fixed assets, net
|
|
|
||||||
Total fixed assets
|
|
|
||||||
OTHER NON CURRENT ASSETS:
|
||||||||
Restricted cash
|
|
|
||||||
Investments in unconsolidated joint ventures
|
|
|
||||||
Deposit asset
|
|
|
||||||
Total non-current assets
|
|
|
||||||
Total assets
|
|
|
||||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt (Note 7)
|
|
|
||||||
Due to
(Note 5) |
|
|
||||||
Accounts payable
|
|
|
||||||
Accrued liabilities
|
|
|
||||||
Unearned revenue
|
|
|
||||||
Current portion of Operating lease liabilities (Note 6)
|
|
|
||||||
Vessel fair value participation liability (Note 7)
|
||||||||
Total current liabilities
|
|
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Non-current portion of long-term debt (Note 7)
|
|
|
||||||
Non-current portion of Operating lease liabilities (Note 6)
|
|
|
||||||
Other non-current liabilities
|
|
|
||||||
Vessel fair value participation liability (Note 7)
|
||||||||
Total non-current liabilities
|
|
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
||||||||
Total liabilities
|
||||||||
MEZZANINE EQUITY:
|
||||||||
Preferred stock, $
|
|
|
||||||
Preferred stock, Paid-in capital in excess of par
|
|
|
||||||
Total mezzanine equity
|
|
|
||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Preferred stock, $
|
|
|
||||||
Common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities, mezzanine equity and stockholders’ equity
|
|
|
Six Months Ended
|
||||||||
June 30,
|
June 30,
|
|||||||
2022
|
2023
|
|||||||
REVENUES:
|
||||||||
Time charter revenues
|
$
|
|
$
|
|
||||
Time charter revenues from related parties (Note 5)
|
|
|
||||||
Total revenues
|
|
|
||||||
EXPENSES:
|
||||||||
Voyage expenses
|
|
|
||||||
Operating lease expenses
|
|
|
||||||
Other vessel operating expenses
|
|
|
||||||
Vessel depreciation
|
|
|
||||||
Management fees-related parties (Note 5)
|
|
|
||||||
Gain on sale of vessels
|
(
|
)
|
|
|||||
General and administrative expenses
|
|
|
||||||
Operating income
|
|
|
||||||
OTHER INCOME (EXPENSES):
|
||||||||
Interest and finance costs
|
(
|
)
|
(
|
)
|
||||
Interest income
|
|
|
||||||
Equity gains/(losses) in unconsolidated joint ventures
|
|
(
|
)
|
|||||
Total other expenses, net
|
( |
) | ( |
) | ||||
Net income and comprehensive income
|
||||||||
Less: Deemed dividend equivalents on Series F Shares related to redemption value
|
(
|
)
|
|
|||||
Less: Dividends of preferred shares (Note 5 and 12)
|
(
|
)
|
(
|
)
|
||||
Net (loss)/income and comprehensive income attributable to common shareholders
|
( |
) | ||||||
(Loss)/Earnings per common share, basic (Note 10) | ( |
) | ||||||
(Loss)/Earnings per common share, diluted (Note 10)
|
( |
) | ||||||
Weighted average common shares outstanding, basic (Note 10) | ||||||||
Weighted average common shares outstanding, diluted (Note 10)
|
|
|
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
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||
Net Income
|
-
|
-
|
-
|
-
|
|
-
|
|
|
|
|
||||||||||||||||||||||||||||||
Stock-based compensation
|
-
|
-
|
-
|
-
|
|
-
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Issuance of common stock and Pre-Funded Warrants pursuant to equity offerings
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Issuance of Series F Shares
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Deemed dividend equivalents on Series F Shares related to redemption value
|
-
|
|
|
-
|
|
-
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
Dividends of Preferred Shares
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
BALANCE, June 30, 2022
|
|
|
|
|
|
|
|
(
|
)
|
|
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
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||||||||||||||
Net Income
|
-
|
-
|
-
|
-
|
|
-
|
|
|
|
|
||||||||||||||||||||||||||||||
Issuance of common stock pursuant to equity offerings (Note 9)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Exercise of Warrants, net of fees (Note 9)
|
-
|
-
|
-
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Redemptions of preferred shares (Note 5 and 12)
|
(
|
)
|
(
|
)
|
(
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
Dividends of Preferred Shares
($
(Note 5 and 12) |
-
|
-
|
-
|
-
|
-
|
-
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||
BALANCE, June 30, 2023
|
|
|
|
|
|
|
|
(
|
)
|
|
Six months ended June 30,
|
||||||||
2022
|
2023
|
|||||||
Net Cash provided by Operating Activities
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Advances for vessels under construction
|
(
|
)
|
|
|||||
Net proceeds from sale of vessels
|
|
|
||||||
Returns of investments in unconsolidated joint ventures
|
|
|
||||||
Net Cash (used in)/provided by Investing Activities
|
( |
) | ||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from debt
|
|
|
||||||
Principal payments of debt
|
(
|
)
|
(
|
)
|
||||
Prepayment of debt
|
(
|
)
|
|
|||||
Proceeds from issuance of series F preferred stock
|
|
|
||||||
Proceeds from related party debt
|
|
|
||||||
Prepayment of related party debt
|
(
|
)
|
|
|||||
Proceeds from equity offerings, gross (Note 9)
|
|
|
||||||
Equity offerings costs
|
(
|
)
|
(
|
)
|
||||
Dividends of Preferred shares (Note 5 and 12)
|
(
|
)
|
(
|
)
|
||||
Payment of financing costs
|
(
|
)
|
|
|||||
Redemption of preferred shares
|
( |
) | ||||||
Proceeds from warrant exercises, net
|
||||||||
Net Cash provided by/(used in) Financing Activities
|
|
(
|
)
|
|||||
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
|
(
|
)
|
|||||
Cash and cash equivalents and restricted cash at beginning of year
|
|
|
||||||
Cash and cash equivalents and restricted cash at end of the period
|
|
|
||||||
Cash breakdown
|
||||||||
Cash and cash equivalents
|
|
|
||||||
Restricted cash, non-current
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Capital expenditures included in Accounts payable/ Accrued liabilities/ Due to related parties
|
|
|
||||||
Interest paid net of capitalized interest
|
|
|
||||||
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties
|
|
|
||||||
Dividends of Preferred shares included in Due to Related Parties
|
|
|
||||||
Offering expenses included in liabilities
|
|
|
||||||
Deemed dividend equivalents on Series F Shares related to redemption value
|
|
|
||||||
Settlement of Due to related parties with the issuance of Series F Shares
|
|
|
||||||
Related party S&P commissions relating to Proceeds from vessel sales included in Due to related parties
|
|
|
1. |
Basis of Presentation and General Information:
|
Companies
|
Date of
Incorporation
|
Country of
Incorporation
|
Activity
|
Top Tanker Management Inc.
|
|
|
|
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.
|
|
|
|
|
2
|
South California Inc.
|
|
|
|
(sold and leased back in 2020) |
3
|
Malibu Warrior Inc.
|
|
|
|
(sold and leased back in 2020) |
4
|
Roman Empire Inc.
|
|
|
|
|
5
|
Athenean Empire Inc.
|
|
|
|
|
6
|
Eco Oceano Ca Inc.
|
|
|
|
|
7
|
Julius Caesar Inc.
|
|
|
|
|
8
|
Legio X Inc.
|
|
|
|
|
SPC
|
Date of
Incorporation
|
Country of
Incorporation
|
Vessel
|
Delivery Date
|
|
1
|
California 19 Inc.
|
|
|
|
|
2
|
California 20 Inc.
|
|
|
|
|
2. |
Significant Accounting Policies:
|
3.
|
Going Concern:
|
4.
|
Vessels, net:
|
Vessel
Cost
|
Accumulated
Depreciation
|
Net Book Value
|
||||||||||
Balance, December 31, 2022
|
|
(
|
)
|
|
||||||||
— Depreciation
|
-
|
(
|
)
|
(
|
)
|
|||||||
Balance, June 30, 2023
|
|
(
|
)
|
|
5. |
Transactions with Related Parties:
|
(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
|
|
|
General and administrative expenses - Statements of comprehensive income
|
||||||
Amortization of awarded shares
|
(
|
)
|
|
Management fees - related parties - Statements of comprehensive income
|
|||||
Total
|
|
|
(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
|
|
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
||||||
|
|
Management fees - related parties -Statements of comprehensive income
|
|||||||
Supervision services fees
|
|
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
||||||
Superintendent fees
|
|
|
Vessel operating expenses -Statements of comprehensive income
|
||||||
|
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
|||||||
Accounting and reporting cost
|
|
|
Management fees - related parties -Statements of comprehensive income
|
||||||
Commission for sale and purchase of vessels
|
|
|
Gain from vessel sales -Statements of comprehensive income
|
||||||
|
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
|||||||
Commission on charter hire agreements
|
|
|
Voyage expenses - Statements of comprehensive income
|
||||||
Financing fees
|
|
|
Net in Current and Non-current portions of long-term debt – Balance Sheet
|
||||||
Total
|
|
|
(c) |
Dividends of Series E Shares to Family Trading Inc (“Family Trading”): On June 30, 2022 and 2023, the Company declared a dividend of $
|
(d) |
Dividends of Series F Shares to Africanus Inc (“Africanus”): On June 30, 2022 and 2023, the Company declared a dividend of $
|
(e) |
Charter party with Central Tankers Chartering Inc (“CTC”): For the six months ended June 30, 2022 and 2023 the CTC time charter generated $
|
6. |
Leases
|
Year ending December 31,
|
Bareboat charter lease payments
|
|||
2023 (remainder)
|
|
|||
2024
|
|
|||
2025
|
|
|||
Total
|
|
|||
Less imputed interest
|
(
|
)
|
||
Total Lease Liability
|
|
|||
Presented as follows:
|
||||
Current portion of Operating lease liabilities
|
|
|||
Non-current portion of Operating lease liabilities
|
|
Year ending December 31,
|
Time Charter receipts
|
|||
2023 (remaining)
|
|
|||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
2027 and thereafter
|
|
|||
Total
|
|
7. |
Debt:
|
Bank / Vessel(s)
|
||||||||
December 31,
2022
|
June 30,
2023
|
|||||||
Total long term debt:
|
||||||||
2nd ABN Facility (
|
|
|
||||||
2nd Alpha Bank Facility (
|
|
|
||||||
Cargill Facility (
|
||||||||
2nd CMBFL Facility (
|
|
|
||||||
2nd AVIC Facility (
|
|
|
||||||
Total long term debt
|
|
|
||||||
Less: Deferred finance fees
|
(
|
)
|
(
|
)
|
||||
Less: Debt discount relating to Vessel fair value participation liability (allocated to Current portion of long-term debt)
|
( |
) | ( |
) | ||||
Total long term debt net of deferred finance fees and debt discounts
|
|
|
||||||
Presented:
|
||||||||
Current portion of long term debt (including Cargill Facility maturing in March 2023)
|
|
|
||||||
Long term debt
|
||||||||
Total Debt net of deferred finance fees
|
|
|
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
|
||||||||
Less: Dividends of Preferred shares
|
(
|
)
|
(
|
)
|
||||
Less: Deemed dividend equivalents on Series F Shares related to redemption value
|
(
|
)
|
|
|||||
(Loss)/Earnings attributable to common shareholders, basic
|
(
|
)
|
|
|||||
Weighted average common shares outstanding, basic
|
||||||||
(Loss)/Earnings per share, basic
|
( |
) | ||||||
(Loss)/Earnings attributable to common shareholders, basic
|
( |
) | ||||||
Add: Dividends of Convertible preferred shares
|
||||||||
(Loss)/Earnings attributable to common shareholders, diluted
|
( |
) | ||||||
Effect of dilutive securities:
|
||||||||
Series E Shares
|
||||||||
Weighted average common shares outstanding, diluted
|
||||||||
(Loss)/Earnings per share, diluted
|
( |
) |
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
|
Document and Entity Information |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2023 |
Current Fiscal Year End Date | --12-31 |
Entity Registrant Name | TOP SHIPS INC. |
Entity Central Index Key | 0001296484 |
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE AND STOCKHOLDERS' EQUITY (Parenthetical) |
6 Months Ended |
---|---|
Jun. 30, 2023
$ / shares
| |
Series E Preferred Shares [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Dividend per share (in dollars per share) | $ 74.41 |
Series F Preferred Shares [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Dividend per share (in dollars per share) | $ 0.68 |
Basis of Presentation and General Information |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and General Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and General Information |
The accompanying unaudited interim condensed consolidated financial statements include the accounts of Top Ships Inc. and its wholly owned subsidiaries (collectively
the “Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of
worldwide oil, petroleum products and bulk liquid chemicals transportation services.
As of June 30, 2023, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as the
Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these unaudited interim condensed consolidated financial statements as well as intermediary companies that are 100% subsidiaries of the Company that own shipowning companies.
As of June 30, 2023, the Company was the owner of 50%
of outstanding shares of the following companies.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in
conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2023.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of
management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results
for the six months ended June 30, 2023 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2023.
Following Russia’s invasion of Ukraine in February 2022, the U.S., several European Union nations, the UK and other countries have announced sanctions against Russia.
The sanctions announced by the U.S., E.U. and other countries against Russia include, among others, restrictions on selling or importing goods, services or technology in or from affected regions, travel bans and asset freezes impacting connected
individuals and political, military, business and financial organizations in Russia, severing large Russian banks from U.S. and/or other financial systems, and barring some Russian enterprises from raising money in the U.S. market. The U.S., E.U.
nations and other countries could impose wider sanctions and take other actions as a result of the war. With uncertainty remaining at high levels with regards to the global impact of the sanctions already announced to date and the possibility of
additional sanctions as well as retaliation measures from Russia’s side that may follow in the period to come, it is difficult to accurately assess the exact impact on the Company. To date, no apparent consequences have been identified on the
Company’s business, nor any specific implications on any of its existing counterparties, including clients, suppliers and lenders. Notwithstanding the foregoing, it is possible that these tensions might eventually have an adverse effect the
Company’s business, financial condition, results of operations and cash flows.
|
Significant Accounting Policies |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Significant Accounting Policies [Abstract] | |||
Significant Accounting Policies |
A discussion of the Company’s significant accounting policies can be found in the Company’s annual financial statements for the fiscal year ended December 31, 2022
which have been filed with the US Securities and Exchange Commission on Form 20-F on April 3, 2023. There have been no changes to these policies in the six months ended June 30, 2023 apart from the one listed below.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, updated
in December 2022 by ASU No. 2022-06, Deferral of Sunset Date of Topic 848. The ASUs apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued
because of reference rate reform. The ASUs provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and
exceptions provided by the ASUs do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected
certain optional expedients for and that are retained through the end of the hedging relationship. ASU 2020-04, as updated by ASU 2022-06, is effective for all entities as of March 12, 2020, through December 31, 2024. The impact of the adoption did
not have a material impact on the Company’s unaudited interim condensed consolidated financial statements.
Recent Accounting Pronouncements:
There are no recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s unaudited interim condensed consolidated
financial statements in the current period.
|
Going Concern |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Going Concern [Abstract] | |||
Going Concern |
At June 30, 2023, the Company had a working capital deficit of $44,468
and cash and cash equivalents, including restricted cash, of $13,629 and for the six months ended June 30, 2023 realized a net income of $5,774 and generated cash flow from operations of $13,023.
A significant part of the working capital deficit consists of the outstanding balance of the Cargill facility that matures in the first quarter of 2024 and as such has
been presented in Current portion of long-term debt ($21,792), as well as the Vessel fair value participation liability ($3,605) linked to that facility that has also been presented in current liabilities (Note 7). Additionally, another significant part of the working capital
deficit relates to pre-collected revenue presented in Unearned revenue ($6,286). This amount represents a current liability that does not
require future cash settlement. On July 17, 2023 the Company received a termsheet from a major Chinese leasing company for a facility to fully refinance the Cargill facility upon its maturity (Note 13), subject to definitive loan documentation.
In the Company’s opinion, the Company will be able to finance its working capital deficit in the next 12 months with cash on hand, operational cash flow, and
anticipated successful completion of its refinancing. The Company believes it has the ability to continue as a going concern and consequently, the unaudited interim condensed consolidated financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
|
Vessels, net |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net |
The balances in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:
The Company’s vessel’s titles have been transferred to their respective financing banks under each respective vessel’s sale and leaseback agreement as a security, in
the case of vessels sold and leased back and in the case of vessels financed via bank loans the respective vessels have been mortgaged as security under each loan facility.
|
Transactions with Related Parties |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with Related Parties |
The fees charged by Central Mare for the six months ended June 30, 2022 and 2023 are as follows:
The fees charged by and expenses relating to CSI for the six months ended June 30, 2022 and 2023 are as follows:
For the six months ended June 30, 2022 and 2023, CSI charged the Company newbuilding supervision related pass-through costs amounting to $236 and $- respectively, which are not
included in the table above and are presented in Vessels, net in the Company’s accompanying unaudited interim condensed consolidated balance sheets.
|
Leases |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases |
Future minimum operating lease payments:
The Company’s future minimum operating lease payments required to be made after June 30, 2023, relating to the bareboat chartered-in vessels M/T Eco Bel Air and M/T
Eco Beverly Hills are as follows:
The average remaining lease term on our chartered-in contracts greater than 12 months is 29.2 months.
The bareboat chartered-in vessels generated revenue for the six months ended June 30, 2023 amounting to $8,688. The discount rate used to calculate the present value of lease payments was calculated by taking into account the original lease term and lease payments and was estimated to be 6.72% (same as the weighted average discount rate), which was the Company’s estimated incremental borrowing rate, at the inception of the lease, that
reflects the interest the Company would have to pay to borrow funds on a collateralized basis over a similar term and similar economic environment. The cash paid for operating leases with original terms greater than 12 months was $5,068 for the six months ended June 30, 2023.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases |
Lease arrangements, under which the Company acts as the lessor
Charter agreements:
As of June 30, 2023, the Company operated one vessel
(M/T Marina Del Ray) under a time charter with Cargill International SA, one vessel (M/T Eco Oceano Ca) under a time charter with CTC, two vessels (M/T Eco West Coast and M/T Eco Malibu) with Clearlake Shipping Pte Ltd and four vessels (M/T’s Eco Bel Air, Eco Beverly Hills, Julius Caesar and Legio X Equestris) under time charters with Trafigura Maritime Logistics Pte Ltd.
Future minimum time-charter receipts of the Company’s vessels in operation as of June 30, 2023, based on commitments relating to non-cancellable time charter
contracts, are as follows:
In arriving at the minimum future charter revenues, an estimated 20 days
off-hire time to perform scheduled dry-docking in the year the drydocking is expected on each vessel has been deducted, and it has been assumed that no additional off-hire time is incurred, although there is no assurance that such estimate will be
reflective of the actual off-hire in the future.
|
Debt |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
Details of the Company’s credit facilities are discussed in Note 7 of the Company’s annual financial statements for the year ended December 31, 2022 and changes in the
six months ended June 30, 2023 are discussed below.
Cargill Facility
As a result of Cargill’s entitlement to participate in the appreciation of the market value of the vessel, as of December 31, 2022 the Company recognized a participation liability of $3,271 with a corresponding debit to a Debt discount account, presented contra to the respective loan balance, broken down to current and non-current
long-term debt accordingly. Due to the increase in tanker vessel values the Company increased that participation liability by $334
during the period ended June 30, 2023 and as the facility matures in the first quarter of 2024, such participation liability was presented under current liabilities. During the period ended June 30, 2023 the Company amortized $1,308 of that Debt discount, such amortization presented in Interest and finance costs in the unaudited interim condensed consolidated statements of
comprehensive income.
2nd Alpha Bank Facility
From June 9, 2023 Alpha Bank switched the facility’s variable rate from LIBOR to Term SOFR. As of June 30, 2023 the facility bore a Term SOFR rate of 5.13%.
2nd ABN Facility
From June 23, 2023 ABN Amro bank switched the facility’s variable rate from LIBOR to Compounded SOFR. As of June 30, 2023 the facility bore a Compounded SOFR rate of 5.24%.
As of
June 30, 2023, the Company was in compliance with all debt covenants with respect to its credit facilities. The fair value of debt outstanding on June 30, 2023 approximated the carrying amount when valuing the Cargill Facility on the basis of the
Commercial Interest Reference Rates (“CIRR”s) as applicable on June 30, 2023, which is considered to be a Level 2 item in accordance with the fair value hierarchy. As of June 30, 2023 the applicable average LIBOR on the 2nd CMBFL Facility was 5.39% and on the 2nd AVIC Facility the applicable LIBOR was 5.51%.
|
Commitments and Contingencies |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Commitments and Contingencies [Abstract] | |||
Commitments and Contingencies |
Legal proceedings:
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business.
As part of the normal course of operations, the Company’s customers may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally
reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.
The Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental
to its business.
Environmental Liabilities:
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the
probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying unaudited interim condensed consolidated financial
statements.
|
Common Stock, Additional Paid-In Capital and Dividends |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Common Stock, Additional Paid-In Capital and Dividends [Abstract] | |||
Common Stock, Additional Paid-In Capital and Dividends |
A discussion of the Company’s common stock, additional paid-in capital and dividends can be found in the Company’s annual financial statements for the fiscal year
ended December 31, 2022 which have been filed with the Securities and Exchange Commission on Form 20-F on April 3, 2023.
Issuance of common stock and warrants as part of the February 2023 Registered Direct Offering: On February 14, 2023, the Company entered into a securities purchase agreement with several institutional investors to purchase $13,561 of the Company’s units (a total of 10,045,185
units were issued) in a registered direct offering at a price of $1.35 per unit. The Company received proceeds from the February
2023 Registered Direct Offering (net of 6% fees), amounting to $12,747 and incurred $163 of expenses related to the offering. Each unit consisted of one common share and one warrant (the
“February 2023 Warrants”). The February 2023 Warrants are immediately exercisable, expire five years from the date of issuance and
have an exercise price of $1.35 per common share. The offering closed on February 16, 2023. Additionally, since over 80% of the investors in the February 2023 Registered Direct Offering were Class C Warrant holders, we agreed to reduce the exercise price per common
share of the Class C Warrants to $1.35 per common share from an original exercise price of $2.00 per common share to induce them to participate in the offering. The Company has recognized the incremental fair value of $121 of the modified Class C Warrants as an equity issuance cost.
During
the period ended June 30, 2023, no February 2023 Warrants were exercised.
Accounting Treatment of the February 2023 Warrants
The Company accounted for the February 2023 Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should
be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability, and therefore were initially measured at fair value in permanent equity with subsequent changes in fair
value not measured.
As of the issuance date, the fair value of the February 2023 Warrants amounted to $0.79 per warrant, using the Black-Scholes methodology. The fair value was considered by the Company to be classified as Level 3 in the fair value hierarchy since it was derived by
unobservable inputs. The major unobservable input in connection with the valuation of the Company’s February 2023 Warrants was the volatility used in the valuation model, which was approximated by using five year daily historical observations of the Company’s share price. The annualized five year daily historical volatility that has been applied in the warrant valuation at inception was 154%. A 5% increase in the volatility applied would have led to an increase of
1.8% in the fair value of the February 2023 Warrants.
Class C Warrants: During the period ended June 30, 2023, 6,000 Class C Warrants were exercised for $12
and 6,000 common shares were issued in connection with said exercise.
Dividends: No dividends were paid to common stock holders in the six months ended June 30, 2022 and 2023.
|
(Loss)/Earnings Per Common Share |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Loss)/Earnings Per Common Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Loss)/Earnings Per Common Share |
All shares issued are included in the Company’s common stock and have equal rights to vote and participate in dividends and in undistributed earnings.
The components of the calculation of basic and diluted (Loss)/Earnings per share for the six months ended June 30, 2022 and 2023 are as follows:
For the period ended
June 30, 2022 no dilutive shares were included in the computation of diluted Loss per common share because to do so would have been
antidilutive for the period presented.
For the period ended
June 30, 2023, since all of the Company’s warrants were out of the money, no dilutive shares were assumed from their exercise and the
Company used the if-converted method to calculate the dilutive shares relating to a potential conversion of Series E Shares weighted for the period the Series E Shares were outstanding.
|
Fair Value of Financial Instruments and Derivative Instruments |
6 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||
Fair Value of Financial Instruments and Derivative Instruments [Abstract] | ||||||||||||
Fair value of Financial Instruments and Derivative Instruments |
The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, deposit assets, prepaid expenses and other receivables. The
principal financial liabilities of the Company consist of long term loans, accounts payable due to suppliers, amounts due to related parties and accrued liabilities.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its
creditworthiness when determining the fair value of its liquid assets.
The fair values of the variable interest long-term debt approximate the recorded values, due to their variable interest rates. The fair value of the fixed interest
long-term debt is estimated using prevailing market rates as of the period end (see Note 7). The Company believes the terms of its loans are similar to those that could be procured as of June 30, 2023. The fair value of the long-term debt is
determined using observable market-based inputs hence it is considered Level 2 per the value hierarchy.
The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to
develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in
one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
Level 3: Unobservable inputs that are not corroborated by market data.
|
Mezzanine Equity |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Mezzanine Equity [Abstract] | |||
Mezzanine Equity |
Series E Shares
During the six months ended June 30, 2023, the Company did not
issue nor redeem any Series E Shares. As of June 30, 2023, upon conversion at the Series E Shares Conversion Price of $0.60 of 13,452 Series E Shares
outstanding, Family Trading Inc. would have received 22,420,000 common shares. The Company presents the carrying value of the Series E
Shares at their maximum redemption amount ($16,142).
Series F Shares
During
the six months ended June 30, 2023, the Company did not issue any Series F Shares and redeemed 2,191,121 Series F Shares for $26,293.
The Company presents the carrying value of the Series F Shares at their maximum redemption amount ($43,916).
|
Subsequent Events |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Subsequent Events [Abstract] | |||
Subsequent Events |
On July 6,
2023 the Company entered into an agreement to extend the duration of the time charter parties with Clearlake for a fixed term of minimum 30
months and maximum of 36 months for vessels M/T Eco West Coast and M/T Eco Malibu. The daily rate of the extended period was agreed at $32,850.
On July 17, 2023, the Company received a termsheet from a major Chinese leasing company for the refinancing of the Cargill facility for the vessel M/T
Eco Marina Del Ray, subject to definitive loan documentation and the bank’s credit committee approval. The facility will be in the form of a sale and leaseback agreement whereby the Company following the sale will bareboat charter back the vessel
at bareboat hire rates comprising of financing principal based on straight-line amortization to the last purchase option, plus interest based on SOFR plus a margin. As part of this transaction, the Company will have continuous options to buy back
the vessel at purchase prices stipulated in the bareboat agreement depending on when the option is exercised. The credit facility will not bear any commitment fees. The sale and leaseback facility will contain, customary covenants and event of
default clauses, including cross-default provisions and restrictive covenants and performance requirements. This sale and leaseback agreement will be accounted as a financing transaction, as control will remain with the Company and the vessel will
continue to be recorded as an asset on the Company’s balance sheet. In addition, the Company has continuous options to repurchase the vessel below fair value.
|
Basis of Presentation and General Information (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Basis of Presentation and General Information [Abstract] | |
Basis of Presentation |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in
conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2023.
|
Significant Accounting Policies (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Recent Accounting Pronouncements |
Recent Accounting Pronouncements:
There are no recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s unaudited interim condensed consolidated
financial statements in the current period.
|
Basis of Presentation and General Information (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and General Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsidiaries |
As of June 30, 2023, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as the
Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these unaudited interim condensed consolidated financial statements as well as intermediary companies that are 100% subsidiaries of the Company that own shipowning companies.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
50% Owned Companies |
As of June 30, 2023, the Company was the owner of 50%
of outstanding shares of the following companies.
|
Vessels, net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net |
The balances in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:
|
Transactions with Related Parties (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Central Mare [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees and Expenses |
The fees charged by Central Mare for the six months ended June 30, 2022 and 2023 are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Central Shipping Inc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fees and Expenses |
The fees charged by and expenses relating to CSI for the six months ended June 30, 2022 and 2023 are as follows:
|
Leases (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Operating Lease Payments |
The Company’s future minimum operating lease payments required to be made after June 30, 2023, relating to the bareboat chartered-in vessels M/T Eco Bel Air and M/T
Eco Beverly Hills are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Time-Charter Receipts |
Future minimum time-charter receipts of the Company’s vessels in operation as of June 30, 2023, based on commitments relating to non-cancellable time charter
contracts, are as follows:
|
Debt (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
Details of the Company’s credit facilities are discussed in Note 7 of the Company’s annual financial statements for the year ended December 31, 2022 and changes in the
six months ended June 30, 2023 are discussed below.
|
(Loss)/Earnings Per Common Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Loss)/Earnings Per Common Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Calculation of Basic and Diluted (Loss)/Earnings per Share |
The components of the calculation of basic and diluted (Loss)/Earnings per share for the six months ended June 30, 2022 and 2023 are as follows:
|
Going Concern (Details) - USD ($) $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
Going Concern [Abstract] | ||||
Working capital deficit | $ (44,468) | |||
Cash and cash equivalents, including restricted cash | 13,629 | $ 18,267 | $ 24,544 | $ 6,370 |
Net income | 5,774 | 8,605 | ||
Cash flow from operations | 13,023 | $ 13,947 | ||
Current portion of long term debt | (21,792) | |||
Vessel fair value participation liability | (3,605) | 0 | ||
Unearned revenue | $ (6,286) | $ (7,030) |
Vessels, net (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Accumulated Depreciation [Abstract] | ||
Depreciation | $ (7,175) | $ (6,114) |
Net Book Value [Abstract] | ||
Beginning balance | 418,272 | |
Depreciation | (7,175) | $ (6,114) |
Ending balance | 406,482 | |
Vessels [Member] | ||
Vessel Cost [Abstract] | ||
Beginning balance | 409,264 | |
Ending balance | 409,264 | |
Accumulated Depreciation [Abstract] | ||
Beginning balance | (20,205) | |
Depreciation | (7,175) | |
Ending balance | (27,380) | |
Net Book Value [Abstract] | ||
Beginning balance | 389,059 | |
Depreciation | (7,175) | |
Ending balance | $ 381,884 |
Transactions with Related Parties, Central Mare (Details) - Central Mare [Member] - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Transactions with Related Parties [Abstract] | ||
Fees and expenses | $ 180 | $ 164 |
Related Party [Member] | General and Administrative Expenses [Member] | ||
Transactions with Related Parties [Abstract] | ||
Executive officers and other personnel expenses | 180 | 180 |
Related Party [Member] | Management Fees [Member] | ||
Transactions with Related Parties [Abstract] | ||
Amortization of awarded shares | $ 0 | $ (16) |
Transactions With Related Parties, Family Trading Inc (Details) - Related Party [Member] - Family Trading [Member] - Series E Shares [Member] - USD ($) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Transactions with Related Parties [Abstract] | |||
Dividends declared | $ 1,001 | $ 1,015 | |
Dividends payable | $ 0 | $ 0 |
Transactions with Related Parties, Africanus Inc (Details) - Related Party [Member] - Africanus [Member] - Series F Shares [Member] - USD ($) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Transactions with Related Parties [Abstract] | |||
Dividends declared | $ 2,484 | $ 6,307 | |
Dividends payable | $ 0 | $ 0 |
Transactions With Related Parties, Central Tankers Chartering Inc (Details) - Related Party [Member] - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Transactions with Related Parties [Abstract] | ||
Time charter revenues | $ 4,435 | $ 2,786 |
Central Tankers Chartering [Member] | ||
Transactions with Related Parties [Abstract] | ||
Time charter revenues | 4,435 | $ 2,786 |
Due from related parties | $ 0 |
Leases, Future Minimum Time-Charter Operating Lease Payments (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
|
Future Minimum Operating Lease Payments [Abstract] | ||
Current portion of Operating lease liabilities | $ 8,795 | $ 8,610 |
Non-current portion of Operating lease liabilities | 10,847 | $ 15,338 |
M/T Eco Bel Air and M/T Eco Beverly Hills [Member] | ||
Future Minimum Operating Lease Payments [Abstract] | ||
2023 (remainder) | 5,152 | |
2024 | 10,038 | |
2025 | 6,777 | |
Total | 21,967 | |
Less imputed interest | (2,325) | |
Total Lease Liability | 19,642 | |
Current portion of Operating lease liabilities | 8,795 | |
Non-current portion of Operating lease liabilities | $ 10,847 | |
Average remaining lease term | 29 months 6 days | |
Revenue generated from vessels | $ 8,688 | |
Discount rate used to calculate present value of lease payments | 6.72% | |
Cash paid for operating leases | $ 5,068 |
Leases, Future Minimum Time-Charter Receipts (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2023
USD ($)
Vessel
| |
Future Minimum Time-charter Receipts [Abstract] | |
2023 (remaining) | $ 40,638 |
2024 | 66,674 |
2025 | 43,342 |
2026 | 34,428 |
2027 and thereafter | 91,615 |
Total | $ 276,697 |
Estimated off-hire time | 20 days |
Cargill International SA [Member] | |
Charter Agreements [Abstract] | |
Number of vessels operated under time charters | Vessel | 1 |
CTC [Member] | |
Charter Agreements [Abstract] | |
Number of vessels operated under time charters | Vessel | 1 |
Clearlake Shipping Pte Ltd [Member] | |
Charter Agreements [Abstract] | |
Number of vessels operated under time charters | Vessel | 2 |
Trafigura Maritime Logistics Pte Ltd. [Member] | |
Charter Agreements [Abstract] | |
Number of vessels operated under time charters | Vessel | 4 |
Debt, Cargill Facility (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
|
Debt Instruments [Abstract] | ||
Vessel fair value participation liability | $ 0 | $ 3,271 |
Cargill Facility [Member] | ||
Debt Instruments [Abstract] | ||
Vessel fair value participation liability | $ 3,271 | |
Increase in vessel fair value participation liability | 334 | |
Amortization of debt discount | $ 1,308 |
Debt, 2nd Alpha Bank Facility (Details) |
1 Months Ended |
---|---|
Jun. 30, 2023 | |
2nd Alpha Bank Facility [Member] | |
Debt Instrument [Abstract] | |
Basis spread on variable rate | 5.13% |
Debt, 2nd ABN Facility (Details) |
Jun. 30, 2023 |
---|---|
2nd ABN Facility [Member] | SOFR [Member] | |
Debt Instrument [Abstract] | |
Basis spread on variable rate | 5.24% |
2nd CMBFL Facility [Member] | LIBOR [Member] | |
Debt Instrument [Abstract] | |
Variable rate | 5.39% |
2nd AVIC Facility [Member] | LIBOR [Member] | |
Debt Instrument [Abstract] | |
Variable rate | 5.51% |
Common Stock, Additional Paid-In Capital and Dividends, Class C Warrants (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Class C Warrants [Abstract] | ||
Warrants exercised | $ 12 | $ 0 |
Common shares issued after exercise of warrants (in shares) | 6,000 | |
Class C Warrants [Member] | ||
Class C Warrants [Abstract] | ||
Warrants exercised (in shares) | 6,000 | |
Warrants exercised | $ 12 |
Common Stock, Additional Paid-In Capital and Dividends, Dividends (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Common Stock, Additional Paid-In Capital and Dividends [Abstract] | ||
Dividends paid to common stock holders | $ 0 | $ 0 |
Mezzanine Equity, Series E Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
Jun. 30, 2022 |
Dec. 31, 2021 |
|
Mezzanine Equity [Abstract] | ||||
Shares redeemed (in shares) | 2,191,121 | |||
Temporary equity, shares outstanding (in shares) | 3,673,079 | 5,864,200 | 7,213,452 | 13,452 |
Carrying value at maximum redemption amount | $ 60,058 | $ 86,351 | ||
Series E Preferred Shares [Member] | ||||
Mezzanine Equity [Abstract] | ||||
Shares issued (in shares) | 0 | |||
Shares redeemed (in shares) | 0 | |||
Conversion price (in dollars per share) | $ 0.6 | |||
Temporary equity, shares outstanding (in shares) | 13,452 | 13,452 | ||
Carrying value at maximum redemption amount | $ 16,142 | |||
Series E Preferred Shares [Member] | Family Trading Inc. [Member] | ||||
Mezzanine Equity [Abstract] | ||||
Common shares that would be issued upon conversion (in shares) | 22,420,000 |
Mezzanine Equity, Series F Preferred Shares (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Dec. 31, 2022 |
|
Mezzanine Equity [Abstract] | ||
Shares redeemed (in shares) | 2,191,121 | |
Carrying value at maximum redemption amount | $ 60,058 | $ 86,351 |
Series F Preferred Shares [Member] | ||
Mezzanine Equity [Abstract] | ||
Shares issued (in shares) | 0 | |
Shares redeemed (in shares) | 2,191,121 | |
Shares redeemed | $ 26,293 | |
Carrying value at maximum redemption amount | $ 43,916 |
Subsequent Events (Details) - Subsequent Event [Member] - M/T Eco West Coast and M/T Eco Malibu [Member] $ in Thousands |
Jul. 06, 2023
USD ($)
|
---|---|
Subsequent Events [Abstract] | |
Charter rate per day | $ 32,850 |
Minimum [Member] | |
Subsequent Events [Abstract] | |
Term of time charter | 30 months |
Maximum [Member] | |
Subsequent Events [Abstract] | |
Term of time charter | 36 months |
1 Year TOP Ships Chart |
1 Month TOP Ships Chart |
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