• |
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;
|
• |
oil and chemical tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand;
|
• |
our ability to integrate into our fleet any newbuildings we may 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 drydocking 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;
|
• |
potential liability from litigation and our vessel operations, including discharge of pollutants;
|
• |
changes in general economic and business conditions;
|
• |
general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists;
|
• |
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 any environmental damage and vessel collisions;
|
• |
the length and severity of the recent coronavirus outbreak (COVID-19) and its impact on the demand for commercial seaborne transportation and the condition to the financial markets; and
|
• |
other important factors described from time to time in the reports filed by us with the U.S. Securities and Exchange Commission.
|
TOP SHIPS INC.
(registrant)
|
|||
Dated: August 7, 2020
|
By:
|
/s/ Evangelos J. Pistiolis
|
|
Evangelos J. Pistiolis
|
|||
Chief Executive Officer
|
|||
Six months ended June 30,
|
||||||||
(Expressed in thousands of U.S. Dollars)
|
2019
|
2020
|
||||||
Net loss
|
(628
|
)
|
(2,868
|
)
|
||||
Add: Operating lease expenses
|
3,944
|
-
|
||||||
Add: Vessel depreciation
|
5,305
|
7,172
|
||||||
Add: Interest and finance costs
|
7,909
|
10,551
|
||||||
Add: (Gain)/Loss on financial instruments
|
(1,487
|
)
|
849
|
|||||
Add: Other operating loss
|
-
|
4,050
|
||||||
Less: Gain on sale of vessels
|
-
|
(5,291
|
)
|
|||||
Less: Interest income
|
(29
|
)
|
(29
|
)
|
||||
Adjusted EBITDA
|
15,014
|
14,434
|
A. |
Operating Results
|
Six Month Period Ended June 30,
|
Change
|
|||||||||||||||
2019
|
2020
|
June 30, 2019 vs June 30, 2020
|
||||||||||||||
|
($ in thousands)
|
$
|
%
|
|||||||||||||
Revenues
|
29,786
|
32,594
|
2,808
|
9
|
%
|
|||||||||||
Voyage expenses
|
2,205
|
1,209
|
(996
|
)
|
(45
|
)%
|
||||||||||
Operating lease expenses
|
3,944
|
-
|
(3,944
|
)
|
(100
|
)%
|
||||||||||
Other vessel operating expenses
|
10,749
|
11,218
|
469
|
4
|
%
|
|||||||||||
Vessel depreciation
|
5,305
|
7,172
|
1,867
|
35
|
%
|
|||||||||||
Management fees-related parties
|
1,125
|
4,573
|
3,448
|
306
|
%
|
|||||||||||
Dry-docking costs
|
455
|
356
|
(99
|
)
|
(22
|
)%
|
||||||||||
General and administrative expenses
|
663
|
972
|
309
|
47
|
%
|
|||||||||||
Gain on sale of vessels
|
-
|
(5,291
|
)
|
(5,291
|
)
|
(100
|
)%
|
|||||||||
Other operating loss
|
-
|
4,050
|
4,050
|
100
|
%
|
|||||||||||
Operating income
|
5,340
|
8,335
|
2,995
|
56
|
%
|
|||||||||||
Interest and finance costs
|
(7,909
|
)
|
(10,551
|
)
|
(2,642
|
)
|
33
|
%
|
||||||||
Gain/(loss) on financial instruments
|
1,487
|
(849
|
)
|
(2,336
|
)
|
(157
|
)%
|
|||||||||
Interest Income
|
29
|
29
|
-
|
0
|
%
|
|||||||||||
Equity gains in unconsolidated joint ventures
|
425
|
168
|
(257
|
)
|
(60
|
)%
|
||||||||||
Total other expenses, net
|
(5,968
|
)
|
(11,203
|
)
|
(5,235
|
)
|
88
|
%
|
||||||||
Net loss
|
(628
|
)
|
(2,868
|
)
|
(2,240
|
)
|
357
|
%
|
1. |
Revenues
|
2. |
Voyage expenses
|
3. |
Vessel depreciation
|
4. |
Management fees—related parties
|
5. |
Gain on sale of vessels
|
6. |
Other operating loss
|
7. |
Interest and finance Costs
|
a) |
An increase of $1.9 million in loan interest expense, due to the following:
|
a. |
$1.9 million increase in interest expense due to the fact that in the six months ended June 2020 we incurred interest expense for the whole six month period for the vessels delivered in March, April and May of 2019 (namely M/T’s: Eco
Marina Del Rey, Eco Bel Air, Eco Beverly Hills).
|
b. |
$1.2 million of interest expenses from the OFI Facility we entered into for the purchase of the M/T Stenaweco Energy and M/T Stenaweco Evolution entered into in November 2019.
|
c. |
$1.6 million of interest expense relating to the AVIC Facility we entered into to finance the delivery of our new vessels in February 2020.
|
a. |
$0.8 million decrease in interest expense of Top Ships Inc, mainly due to the fact that during the six months ended June 30, 2019 we incurred $0.9 million of interest expense from the Amended and Restated Family Trading Credit Facility,
absent in the respective period of 2020, since the facility was terminated in March 2019.
|
b. |
$2.0 million decrease in interest expense relating to the vessels we sold in 2020.
|
b) |
An increase of $1.0 million in acceleration of amortization of deferred finance fees mainly due to the fact that in the six months ended June 30, 2020 we accelerated the amortization of the
unamortized balance of deferred financing fees of the AT Bank Facility, the AT Bridge Note, the ABN Facility and the Alpha Bank & Alpha Bank Top-Up facilities ($1.2 million) due to their prepayment in 2020, while in the same period of
2019 we accelerated the amortization of the unamortized balance of deferred financing fees ($0.2 million) of Tranche C of the ABN facility due to its refinancing in January 2019.
|
c) |
An offsetting decrease of $0.3 million in amortization of debt discount mainly due to the fact that in the six months ended June 30, 2019 we recognized debt discount amortization relating
to the convertibility features of the Family Trading Loan amounting to $0.3 million, absent in the respective period of 2020.
|
8. |
Gain/(loss) on derivative financial instruments
|
B. |
Liquidity and Capital Resources
|
Page
|
|
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2019 and June 30, 2020
|
F-2
|
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the six months ended June 30, 2019 and 2020
|
F-4
|
Unaudited Interim Condensed Consolidated Statements of Mezzanine and Stockholders' Equity for the six months ended June 30, 2019 and 2020
|
F-5
|
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2020
|
F-7
|
Notes to Unaudited Interim Condensed Consolidated Financial Statements
|
F-9
|
TOP SHIPS INC.
|
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
|
DECEMBER 31, 2019 AND JUNE 30, 2020
|
(Expressed in thousands of U.S. Dollars - except share and per share data)
|
December 31,
|
June 30,
|
|||||||
2019
|
2020
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
4,412
|
5,611
|
||||||
Trade accounts receivable
|
642
|
515
|
||||||
Prepayments and other
|
628
|
1,091
|
||||||
Inventories
|
848
|
843
|
||||||
Assets held for sale
|
43,271
|
-
|
||||||
Non-current portion of derivative financial instruments
|
82
|
-
|
||||||
Restricted cash
|
859
|
-
|
||||||
Total current assets
|
50,742
|
8,060
|
||||||
FIXED ASSETS:
|
||||||||
Advances for vessels under construction (Note 4.a)
|
12,241
|
25,696
|
||||||
Vessels, net (Note 4.b)
|
353,946
|
362,672
|
||||||
Other fixed assets, net
|
655
|
568
|
||||||
Total fixed assets
|
366,842
|
388,936
|
||||||
OTHER NON CURRENT ASSETS:
|
||||||||
Restricted cash
|
8,000
|
6,000
|
||||||
Investments in unconsolidated joint ventures (Note 13)
|
19,306
|
27,656
|
||||||
Total non-current assets
|
27,306
|
33,656
|
||||||
Total assets
|
444,890
|
430,652
|
||||||
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt (Note 7)
|
16,908
|
16,843
|
||||||
Debt related to vessels held for sale
|
29,977
|
-
|
||||||
Due to related parties
|
16,592
|
5,400
|
||||||
Accounts payable
|
4,460
|
3,221
|
||||||
Accrued liabilities
|
4,030
|
2,544
|
||||||
Unearned revenue
|
3,337
|
535
|
||||||
Current portion of derivative financial instruments (Note 11)
|
113
|
101
|
||||||
Total current liabilities
|
75,417
|
28,644
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Non-current portion of long term debt (Note 7)
|
262,122
|
261,810
|
||||||
Non-current portion of derivative financial instruments (Note 11)
|
1,594
|
-
|
||||||
Total non-current liabilities
|
263,716
|
261,810
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
||||||||
Total liabilities
|
339,133
|
290,454
|
||||||
MEZZANINE EQUITY:
|
||||||||
Preferred stock; 15,724 and 11,264 Series E Shares issued and outstanding at December 31, 2019 and June 30, 2020 with $0.01 par value (refer to Mezzanine Equity - Note 12)
|
18,083
|
13,517
|
||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which 100,000 Series D shares and 15,724 Series E Shares were issued and outstanding at December 31, 2019 and 100,000 Series D shares and
11,264 Series E Shares were issued and outstanding at June 30, 2020 (refer to Mezzanine Equity - Note 12)
|
1
|
1
|
||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 347,813 and 33,486,369 shares issued and outstanding at December 31, 2019 and June 30, 2020*
|
3
|
335
|
||||||
Additional paid-in capital*
|
411,583
|
451,765
|
||||||
Accumulated deficit
|
(322,552
|
)
|
(325,420
|
)
|
||||
Accumulated other comprehensive loss
|
(1,361
|
)
|
-
|
|||||
Total stockholders' equity
|
87,674
|
126,681
|
||||||
Total liabilities, mezzanine equity and stockholders' equity
|
444,890
|
430,652
|
TOP SHIPS INC.
|
|||||
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2020
|
|||||
(Expressed in thousands of U.S. Dollars - except share and per share data)
|
Six Months Ended
|
||||||||
June 30,
|
June 30,
|
|||||||
2019
|
2020
|
|||||||
REVENUES:
|
||||||||
Time charter revenues
|
$
|
25,339
|
$
|
32,594
|
||||
Time charter revenues from related parties
|
1,311
|
-
|
||||||
Voyage charter revenue
|
3,136
|
-
|
||||||
Total revenues
|
29,786
|
32,594
|
||||||
EXPENSES:
|
||||||||
Voyage expenses
|
2,205
|
1,209
|
||||||
Operating lease expenses
|
3,944
|
-
|
||||||
Other vessel operating expenses
|
10,749
|
11,218
|
||||||
Vessel depreciation
|
5,305
|
7,172
|
||||||
Management fees-related parties (Note 5)
|
1,125
|
4,573
|
||||||
Dry-docking costs
|
455
|
356
|
||||||
Gain on sale of vessels (Note 14)
|
-
|
(5,291
|
)
|
|||||
Other operating loss (Note 15)
|
-
|
4,050
|
||||||
General and administrative expenses
|
663
|
972
|
||||||
Operating income
|
5,340
|
8,335
|
||||||
OTHER INCOME (EXPENSES):
|
||||||||
Interest and finance costs (including $948 and $0, respectively to related party)
|
(7,909
|
)
|
(10,551
|
)
|
||||
Gain/(Loss) on derivative financial instruments
|
1,487
|
(849
|
)
|
|||||
Equity gains in unconsolidated joint ventures
|
425
|
168
|
||||||
Interest income
|
29
|
29
|
||||||
Total other loss, net
|
(5,968
|
)
|
(11,203
|
)
|
||||
Net loss
|
(628
|
)
|
(2,868
|
)
|
||||
Less: Deemed dividend for beneficial conversion feature of Series E Shares (Note 12)
|
(9,339
|
)
|
(1,067
|
)
|
||||
Less: Deemed dividend equivalents on Series E Shares related to redemption value (Note 12)
|
(4,223
|
)
|
(3,099
|
)
|
||||
Less: Dividend of Series E Shares (Note 12)
|
(1,029
|
)
|
(932
|
)
|
||||
Net loss attributable to common shareholders
|
(15,219
|
)
|
(7,966
|
)
|
||||
Loss per common share, basic and diluted (Note 10)*
|
(289.75
|
)
|
(1.09
|
)
|
||||
Weighted average common shares outstanding, basic and diluted*
|
52,524
|
7,302,633
|
||||||
Other comprehensive income
|
||||||||
Effective portion of changes in fair value of interest swap contracts
|
(1,388
|
)
|
-
|
|||||
Total other comprehensive loss
|
(1,388
|
)
|
-
|
|||||
Total comprehensive loss
|
(16,607
|
)
|
(7,966
|
)
|
Mezzanine Equity
|
Stockholder's Equity
|
|||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||||||||||||||
# of Shares
|
Par Value
|
# of Shares
|
Par Value
|
# of Shares*
|
Par Value*
|
Additional Paid –in Capital*
|
Accumulated Deficit attributable to common stockholders
|
Accumulated Other Comprehensive Loss
|
Total stockholders' equity
|
|||||||||||||||||||||||||||||||
BALANCE, December 31, 2018
|
-
|
-
|
100,000
|
1
|
46,034
|
-
|
412,059
|
(307,779
|
)
|
-
|
104,281
|
|||||||||||||||||||||||||||||
Net loss
|
(628
|
)
|
(628
|
)
|
||||||||||||||||||||||||||||||||||||
Stock-based compensation
|
(17
|
)
|
(17
|
)
|
||||||||||||||||||||||||||||||||||||
Issuance of common stock due to exercise of 2018 Warrants
|
3,894
|
-
|
1,292
|
1,293
|
||||||||||||||||||||||||||||||||||||
Issuance of common stock due to exercise of
2014 Warrants
|
11,765
|
-
|
2,675
|
2,675
|
||||||||||||||||||||||||||||||||||||
Issuance of Series E Shares as part of exchange
|
27,129
|
27,129
|
||||||||||||||||||||||||||||||||||||||
Deemed dividend for Series E Shares feature as part of exchange
|
(9,570
|
)
|
(9,570
|
)
|
||||||||||||||||||||||||||||||||||||
Deemed dividend equivalents on Series E Shares related to redemption value
|
4,223
|
(4,223
|
)
|
(4,223
|
)
|
|||||||||||||||||||||||||||||||||||
Beneficial conversion feature of Series E Shares
|
(9,339
|
)
|
9,339
|
9,339
|
||||||||||||||||||||||||||||||||||||
Deemed dividend for Series E Shares
|
9,339
|
-
|
||||||||||||||||||||||||||||||||||||||
Repurchase of beneficial conversion feature with debt extinguishment
|
(8,518
|
)
|
(8,518
|
)
|
||||||||||||||||||||||||||||||||||||
Reversal of equity offering costs not payable
|
1,500
|
1,500
|
||||||||||||||||||||||||||||||||||||||
Dividends of Series E shares
|
1,029
|
1,029
|
(1,029
|
)
|
(1,029
|
)
|
||||||||||||||||||||||||||||||||||
Other comprehensive loss
|
(1,388
|
)
|
(1,388
|
)
|
||||||||||||||||||||||||||||||||||||
BALANCE, June 30, 2019
|
28,158
|
32,381
|
100,000
|
1
|
61,693
|
1
|
403,508
|
(308,407
|
)
|
(1,388
|
)
|
93,715
|
||||||||||||||||||||||||||||
*Adjusted to reflect the reverse stock split of August 2020 (see Note 1)
|
Mezzanine Equity
|
Stockholder's Equity
|
|||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||||||||||||||
# of Shares
|
Par Value
|
# of Shares
|
Par Value
|
# of Shares*
|
Par Value*
|
Additional Paid –in Capital*
|
Accumulated Deficit attributable to common stockholders
|
Accumulated Other Comprehensive Loss
|
Total stockholders' equity
|
|||||||||||||||||||||||||||||||
BALANCE, December 31, 2019
|
15,724
|
18,083
|
100,000
|
1
|
347,813
|
3
|
411,583
|
(322,552
|
)
|
(1,361
|
)
|
87,674
|
||||||||||||||||||||||||||||
Net loss
|
(2,868
|
)
|
(2,868
|
)
|
||||||||||||||||||||||||||||||||||||
Stock-based compensation
|
(17
|
)
|
(17
|
)
|
||||||||||||||||||||||||||||||||||||
Issuance of common
stock pursuant to equity offerings (Note 9)
|
33,071,356
|
331
|
105,996
|
106,327
|
||||||||||||||||||||||||||||||||||||
Cashless exercises of Class A Warrants (Note 9)
|
67,200
|
1
|
(1
|
)
|
-
|
|||||||||||||||||||||||||||||||||||
Issuance of Series E Shares (Note 12)
|
14,350
|
14,350
|
-
|
-
|
||||||||||||||||||||||||||||||||||||
Deemed dividend equivalents on Series E Shares related to redemption value
|
3,099
|
(3,099
|
)
|
(3,099
|
)
|
|||||||||||||||||||||||||||||||||||
Redemptions of Series E Shares (Note 12)
|
(21,364
|
)
|
(24,569
|
)
|
-
|
-
|
||||||||||||||||||||||||||||||||||
Reversal of costs related to equity offerings
|
235
|
235
|
||||||||||||||||||||||||||||||||||||||
Excess of consideration over carrying value of acquired assets (Note 1)
|
(62,000
|
)
|
(62,000
|
)
|
||||||||||||||||||||||||||||||||||||
Dividends of Series E shares (Note 12)
|
2,554
|
2,554
|
(932
|
)
|
(932
|
)
|
||||||||||||||||||||||||||||||||||
Beneficial conversion feature related to the issuance of Series E Shares
|
(1,067
|
)
|
1,067
|
1,067
|
||||||||||||||||||||||||||||||||||||
Deemed dividend related to beneficial conversion feature of Series E Shares
|
1,067
|
(1,067
|
)
|
(1,067
|
)
|
|||||||||||||||||||||||||||||||||||
Other comprehensive loss (Note 11)
|
1,361
|
1,361
|
||||||||||||||||||||||||||||||||||||||
BALANCE, June 30, 2020
|
11,264
|
13,517
|
100,000
|
1
|
33,486,369
|
335
|
451,765
|
(325,420
|
)
|
-
|
126,681
|
|||||||||||||||||||||||||||||
*Adjusted to reflect the reverse stock split of August 2020 (see Note 1)
|
TOP SHIPS INC.
|
||||||||
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2020
|
||||||||
(Expressed in thousands of U.S. Dollars)
|
||||||||
Six months ended
June 30,
|
||||||||
2019
|
2020
|
|||||||
Net Cash provided by/(used in) Operating Activities
|
9,907
|
(278
|
)
|
|||||
Cash Flows from Investing Activities:
|
||||||||
Advances for vessels under construction
|
(149,977
|
)
|
(90,927
|
)
|
||||
Net proceeds from sale of vessels
|
-
|
109,624
|
||||||
Net proceeds from the sale of Investments in unconsolidated joint ventures (2017 Joint Venture – see Note 13)
|
-
|
19,555
|
||||||
Investments in unconsolidated joint ventures (2020 Joint Venture – see Note 13)
|
-
|
(27,000
|
)
|
|||||
Net fixed assets acquisitions/sales
|
(26
|
)
|
35
|
|||||
Net Cash (used in)/ provided by Investing Activities
|
(150,003
|
)
|
11,287
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from debt (Note 7)
|
181,594
|
60,200
|
||||||
Proceeds from short-term debt (Note 7)
|
6,760
|
-
|
||||||
Principal payments of debt (Note 7)
|
(5,359
|
)
|
(9,484
|
)
|
||||
Payment of short-term debt
|
(20,280
|
)
|
-
|
|||||
Prepayment of debt
|
(18,550
|
)
|
(81,738
|
)
|
||||
Consideration paid in excess of purchase price over book value of vessels
|
-
|
(60,850
|
)
|
|||||
Proceeds from warrant exercises
|
4,171
|
-
|
||||||
Proceeds from equity offerings
|
-
|
113,795
|
||||||
Equity offerings costs
|
(152
|
)
|
(7,489
|
)
|
||||
Redemptions of Series E Shares
|
-
|
(24,569
|
)
|
|||||
Derivative financial instruments termination receipts / (payments)
|
199
|
(1,379
|
)
|
|||||
Payment of financing costs
|
(3,192
|
)
|
(1,155
|
)
|
||||
Net Cash provided by/(used in) Financing Activities
|
145,191
|
(12,669
|
)
|
|||||
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
5,095
|
(1,660
|
)
|
|||||
Cash and cash equivalents and restricted cash at beginning of year
|
7,662
|
13,271
|
||||||
Cash and cash equivalents and restricted cash at end of the period
|
12,757
|
11,611
|
||||||
Cash breakdown
|
||||||||
Cash and cash equivalents
|
2,654
|
5,611
|
||||||
Restricted cash, current
|
907
|
-
|
||||||
Restricted cash, non-current
|
9,196
|
6,000
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Capital expenditures included in Accounts payable/ Accrued liabilities/ Due to related parties
|
1,001
|
21
|
||||||
Capitalized fees relating to Investments in unconsolidated Joint Ventures included in Due to Related Parties
|
-
|
453
|
||||||
Beneficial conversion feature of Series E Shares (Note 12)
|
9,339
|
1,067
|
||||||
Interest paid net of capitalized interest
|
5,455
|
9,794
|
||||||
Finance fees included in Accounts payable/Accrued liabilities
|
889
|
558
|
||||||
Offering expenses included in liabilities
|
168
|
364
|
||||||
Settlement of related party debt, interest, finance fees with issuances of Series E Shares (Note 12)
|
27,129
|
-
|
||||||
Settlement of Excess consideration over acquired assets and capital expenditures with issuances of Series E Shares (Note 12)
|
-
|
14,350
|
||||||
Settlement of Dividends with issuances of Series E Shares (Note 12)
|
1,029
|
2,554
|
||||||
Reversal of equity offering costs not payable
|
-
|
(235
|
)
|
|||||
Unpaid Excess of consideration over carrying value of acquired assets included in Due to Related Parties (Note 1)
|
-
|
1,150
|
||||||
Deemed dividend equivalents on Series E Shares related to redemption value (Note 12)
|
4,223
|
2,253
|
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 ("SPCs") with vessels in operation during six months ended June 30, 2020
|
Date of
Incorporation
|
Country of
Incorporation
|
Vessel
|
Built Date
|
||
1
|
Monte Carlo 71 Shipping Company Limited
|
June 2014
|
Marshall Islands
|
M/T Stenaweco Energy
|
July 2014
|
|
2
|
Monte Carlo One Shipping Company Ltd
|
June 2012
|
Marshall Islands
|
M/T Stenaweco Evolution
|
March 2015
|
|
3
|
Monte Carlo Seven Shipping Company Limited
|
April 2013
|
Marshall Islands
|
M/T Stenaweco Excellence
|
May 2016
|
|
4
|
Monte Carlo Lax Shipping Company Limited
|
May 2013
|
Marshall Islands
|
M/T Nord Valiant
|
August 2016
|
|
5
|
PCH77 Shipping Company Limited
|
September 2017
|
Marshall Islands
|
M/T Eco California
|
January 2019
|
|
6
|
PCH Dreaming Inc.
|
January 2018
|
Marshall Islands
|
M/T Eco Marina Del Ray
|
March 2019
|
|
7
|
South California Inc.
|
January 2018
|
Marshall Islands
|
M/T Eco Bel Air
|
April 2019
|
|
8
|
Malibu Warrior Inc.
|
January 2018
|
Marshall Islands
|
M/T Eco Beverly Hills
|
May 2019
|
|
9
|
Santa Catalina Inc.
|
December 2018
|
Marshall Islands
|
M/T Eco Los Angeles
|
February 2020
|
|
10
|
Santa Monica Marine Inc.
|
December 2018
|
Marshall Islands
|
M/T Eco City of Angels
|
February 2020
|
Wholly owned SPCs with vessels under construction during six months ended June 30, 2020
|
Date of
Incorporation
|
Country of
Incorporation
|
Vessel
|
Scheduled delivery date
|
||
11
|
Trajan Investments Inc.
|
July, 2019
|
Marshall Islands
|
Eco Van Nuys (Hull No 2789)
|
February 21
|
|
12
|
Hadrian Investments Inc.
|
July, 2019
|
Marshall Islands
|
Eco Santa Monica (Hull No 2790)
|
February 21
|
|
13
|
Julius Caesar Investments Inc.
|
July, 2019
|
Marshall Islands
|
Eco Venice Beach (Hull No 2791)
|
March 21
|
|
14
|
Roman Empire Inc.
|
February, 2020
|
Marshall Islands
|
Eco West Coast (Hull No 865)
|
February 21
|
|
15
|
Athenean Empire Inc.
|
February, 2020
|
Marshall Islands
|
Eco Malibu (Hull No 866)
|
May 21
|
SPC
|
Date of
Incorporation
|
Country of
Incorporation
|
Vessel
|
Built Date
|
|
1
|
City of Athens Pte. Ltd.
|
November 2016
|
Singapore
|
M/T Eco Holmby Hills*
|
March 2018
|
2
|
Eco Nine Pte. Ltd.
|
March 2015
|
Singapore
|
M/T Eco Palm Springs*
|
May 2018
|
3
|
California 19 Inc.
|
May 2019
|
Marshall Islands
|
M/T Eco Yosemite Park
|
March 2020
|
4
|
California 20 Inc.
|
May 2019
|
Marshall Islands
|
M/T Eco Joshua Park
|
March 2020
|
2. |
Significant Accounting Policies:
|
3. |
Going Concern:
|
Advances for vessels under construction
|
||||
Balance, December 31, 2019
|
12,241
|
|||
— Advances paid
|
89,442
|
|||
— Capitalized expenses
|
972
|
|||
— Transferred to Vessels, net
|
(76,959
|
)
|
||
Balance, June 30, 2020
|
25,696
|
Vessel Cost
|
Accumulated Depreciation
|
Net Book Value
|
||||||||||
Balance, December 31, 2019
|
372,543
|
(18,597
|
)
|
353,946
|
||||||||
— Transferred from advances for vessels under construction
|
76,959
|
-
|
76,959
|
|||||||||
— Disposals
|
(66,599
|
)
|
5,538
|
(61,061
|
)
|
|||||||
— Depreciation
|
-
|
(7,172
|
)
|
(7,172
|
)
|
|||||||
Balance, June 30, 2020
|
382,903
|
(20,231
|
)
|
362,672
|
5. |
Transactions with Related Parties:
|
Six Months Ended June 30,
|
|||
2019
|
2020
|
Presented in:
|
|
Executive officers and other personnel expenses
|
180
|
180
|
General and administrative expenses - Statements of comprehensive loss
|
Amortization of awarded shares
|
(17)
|
(17)
|
Management fees - related parties - Statements of comprehensive loss
|
Total
|
163
|
163
|
Six Months Ended June 30,
|
|||
2019
|
2020
|
Presented in:
|
|
Management fees
|
108
|
31
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
1,013
|
1,063
|
Management fees - related parties -Statements of comprehensive loss
|
|
Supervision services fees
|
44
|
22
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
Superintendent fees
|
97
|
49
|
Vessel operating expenses -Statements of comprehensive loss
|
164
|
73
|
Capitalized in Vessels, net / Advances for vessels under construction –Balance sheet
|
|
Accounting and reporting cost
|
120
|
150
|
Management fees - related parties -Statements of comprehensive loss
|
Commission for sale and purchase of vessels
|
-
|
3,377
|
Management fees - related parties -Statements of comprehensive loss
|
-
|
1,123
|
Gain from vessel sales -Statements of comprehensive loss
|
|
-
|
453
|
Capitalized in Investments in unconsolidated joint ventures –Balance sheet
|
|
Commission on charter hire agreements
|
370
|
413
|
Voyage expenses - Statements of comprehensive loss
|
Total
|
1,916
|
6,754
|
6. |
Leases
|
Year ending December 31,
|
Time Charter receipts
|
2020
|
31,900
|
2021
|
45,641
|
2022
|
24,046
|
2023
|
7,245
|
2024
|
1,178
|
Total
|
110,010
|
Year ending December 31,
|
Time Charter receipts
|
2021
|
34,381
|
2022
|
42,523
|
2023
|
42,523
|
2024
|
23,661
|
2025
|
17,739
|
2026
|
2,268
|
Total
|
163,095
|
7. |
Debt:
|
Bank / Vessel(s)
|
December 31,
|
June 30,
|
||||||
2019
|
2020
|
|||||||
Total long term debt:
|
||||||||
Alpha Bank Facility (M/T Stenaweco Elegance), including Alpha Bank Top-Up Facility
|
20,075
|
-
|
||||||
AT Bank Facility (M/T Eco Palm Desert)
|
21,875
|
-
|
||||||
AT Bank Bridge Note (Top Ships)
|
10,500
|
-
|
||||||
OFI Facility (M/T Stenaweco Energy, M/T Stenaweco Evolution and M/T Stenaweco Excellence)
|
69,849
|
67,191
|
||||||
CMBFL Facility (M/T Eco Bel Air and M/T Eco Beverly Hills)
|
88,560
|
85,620
|
||||||
BoComm Leasing Facility (M/T Nord Valiant and M/T Eco California)
|
44,466
|
43,455
|
||||||
Cargill Facility (M/T Eco Marina Del Ray)
|
30,962
|
30,054
|
||||||
AVIC Facility (M/T Eco Los Angeles and M/T Eco City of Angels)
|
-
|
59,088
|
||||||
Total long term debt
|
286,287
|
285,408
|
||||||
Less: Deferred finance fees
|
(7,257
|
)
|
(6,755
|
)
|
||||
Total long term debt net of deferred finance fees
|
279,030
|
278,653
|
||||||
Presented:
|
||||||||
Current portion of long term debt
|
16,908
|
16,843
|
||||||
Long term debt
|
262,122
|
261,810
|
||||||
Debt related to Vessels held for sale:
|
||||||||
ABN Facility (M/T Eco Fleet and M/T Eco Revolution)
|
30,300
|
-
|
||||||
Less: Deferred finance fees
|
(323
|
)
|
-
|
|||||
Debt related to Vessels held for sale net of deferred finance fees
|
29,977
|
-
|
||||||
Total Debt net of deferred finance fees and debt discounts
|
309,007
|
278,653
|
8. |
Commitments and Contingencies:
|
9. |
Common Stock, Additional Paid-In Capital and Dividends:
|
10. |
Loss Per Common Share:
|
Six months ended June 30,
|
||||||||
2019
|
2020
|
|||||||
Net loss
|
(628
|
)
|
(2,868
|
)
|
||||
Less: Deemed dividend for beneficial conversion feature of Series E Shares
|
(9,339
|
)
|
(1,067
|
)
|
||||
Less: Deemed dividend equivalents on Series E Shares related to redemption value
|
(4,223
|
)
|
(3,099
|
)
|
||||
Less: Dividend of Series E Shares
|
(1,029
|
)
|
(932
|
)
|
||||
Loss attributable to common shareholders
|
(15,219
|
)
|
(7,966
|
)
|
||||
Loss per share:
|
||||||||
Weighted average common shares outstanding, basic
|
52,524
|
7,302,633
|
||||||
Loss per share, basic and diluted
|
(289.75
|
)
|
(1.09
|
)
|
Six months ended June 30,
|
||||||||
2019
|
2020
|
|||||||
2014 Warrants
|
2,861
|
-
|
||||||
Class B Warrants
|
-
|
480,000
|
||||||
Series E Shares
|
45,419
|
811,855
|
||||||
Potentially dilutive securities
|
48,280
|
1,291,855
|
11. |
Derivative Financial Instruments:
|
a) |
Interest rate risk: The Company is subject to market risks relating to changes in interest rates of debt outstanding under the OFI facility on which it pays interest based on one-month LIBOR plus a
margin. In order to manage part or whole of its exposure to changes in interest rates due to this floating rate indebtedness, the Company might enter into interest rate swap agreements 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:
|
Quantitative information about Level 3 Fair Value Measurements
|
|||||
Derivative type
|
Fair Value at December 31, 2019
|
Balance Sheet Location
|
Valuation Technique
|
Significant Unobservable Input
|
Input Value December
31, 2019
|
Class B Warrants
|
609
|
Non-Current liabilities –Derivative financial instruments
|
Cox, Ross and Rubinstein Binomial
|
Volatility
|
132%
|
Quantitative information about Level 3 Fair Value Measurements
|
|||||
Derivative type
|
Fair Value at June 30, 2020
|
Balance Sheet Location
|
Valuation Technique
|
Significant Unobservable Input
|
Input Value June
30, 2020
|
Class B Warrants
|
101
|
Non-Current liabilities –Derivative financial instruments
|
Cox, Ross and Rubinstein Binomial
|
Volatility
|
236%
|
Fair Value Measurement at Reporting Date
|
|||||||
As of December 31, 2019
|
Total
|
Using Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||
Current asset (Interest Rate Swaps)
|
82
|
-
|
82
|
-
|
|||
Current liability (Interest Rate Swaps)
|
113
|
-
|
113
|
||||
Non-current liability (Interest Rate Swaps)
|
985
|
-
|
985
|
||||
Non-current liability (Class B Warrants)
|
609
|
609
|
|||||
As of June 30, 2020
|
|||||||
Current liability (Class B Warrants)
|
101
|
101
|
Closing balance – December 31, 2019
|
609
|
Change in fair value of warrants, included in the unaudited interim condensed consolidated statements of comprehensive loss
|
(508)
|
Closing balance – June 30, 2020
|
101
|
Amount of gain/(loss) recognized in Statements of comprehensive loss located in gain/(loss) on Derivate Financial Instruments
|
||||||||
Six Months Ended June 30, 2019
|
Six Months Ended June 30, 2020
|
|||||||
Interest rate swaps- change in fair value
|
-
|
(1,332
|
)
|
|||||
Interest rate swaps– realized loss
|
(147
|
)
|
(25
|
)
|
||||
2014 Warrants- change in fair value
|
1,634
|
-
|
||||||
Class B Warrants- change in fair value
|
-
|
508
|
||||||
Total
|
1,487
|
(849
|
)
|
Termination of cash
flow hedges |
|
Balance, December 31, 2019
|
(1,361)
|
Termination of interest rate swap contracts and transfer to Gain/(loss) on derivative financial instruments
|
1,361
|
Balance, June 30, 2020
|
-
|
12. |
Mezzanine Equity
|
13. |
Investments in unconsolidated joint ventures
|
June 30, 2020
|
||
California 19 Inc.
|
California 20 Inc.
|
|
Net profit attributable to the Company
|
178
|
161
|
Amortization of Basis Differences
|
(68)
|
(68)
|
Equity gains in unconsolidated joint ventures (attributed to the 2020 Joint Venture)
|
110
|
93
|
14. |
Gain on sale of vessels:
|
15. |
Other operating loss
|
16. |
Subsequent Events
|