Republic of The Marshall Islands
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4412
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Pyxis Tankers Inc.
59 K. Karamanli Street,
15125 Maroussi, Greece
011 30 210 638 0200
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Seward & Kissel LLP
Attention: Keith Billotti, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1274
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(Address and telephone number of
Registrant’s principal executive offices)
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(Name, address and telephone
number of agent for service)
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Keith Billotti, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1274 (telephone number)
(212) 480-8421 (facsimile number)
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Leslie Marlow, Esq.
Hank Gracin, Esq. Patrick J. Egan, Esq. Gracin & Marlow LLP Chrysler Building 405 Lexington Avenue, 26th Floor New York, NY 10174 (212) 907-6457 (telephone number)
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Title of Each Class of
Securities to be Registered(1)
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Amount to be Registered
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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||||||
Non-transferable Units consisting of:
(i) Series A Cumulative Preferred Shares, $0.001 par value per share
(ii) Warrants to purchase common shares, par value $0.001 per share
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322,000
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$
|
⸻
|
$ |
⸻
|
||||
Series A Cumulative Preferred Shares, $0.001 par value per share (3)
|
324,800
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$
|
8,119,776
|
$ |
⸻
|
||||
Warrants to purchase common shares, par value $0.001 per share (4)
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2,576,000
|
$ |
⸻
|
$ |
⸻
|
||||
Underwriter Warrants to purchase Series A Cumulative Preferred Shares, par value $0.001 per share (4) |
2,800 |
⸻ | ⸻ | ||||||
Underwriter Warrants to purchase warrants to purchase common shares, par value $0.001 per share (4)
|
22,400
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$ |
⸻
|
$ |
⸻
|
||||
Common Shares, $0.001 par value, underlying Warrants and Underwriter Warrants (5)(6)
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2,598,480
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$
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3,640,000
|
$ |
⸻
|
||||
Total
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$
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11,759,776(2)
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$
|
1,526
|
(7) |
(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereby also include an indeterminate number of additional securities as may from time to time become issuable by reason
of stock splits, distributions, recapitalizations or other similar transactions.
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(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
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(3) |
Includes 2,800 Series A Preferred Shares issuable upon exercise of the Underwriter Warrants at a price of $24.92 per Series A Preferred Share.
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(4) |
In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the Warrants registered hereby.
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(5) |
Calculated in accordance with Rule 457(g) of the Securities Act, based upon the initial exercise price of the Warrants.
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(6) |
Includes 2,576,000 Common Shares issuable upon exercise of the Warrants at a price of $1.40 per Common Share and 22,400 Common Shares issuable upon exercise of the Underwriter Warrants at a price of $1.50 per Common Shares.
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(7) |
A fee of $1,608 was previously paid.
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PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION
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DATED SEPTEMBER 4, 2020
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Per Unit
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Total
|
|||||||
Public offering price
|
$
|
25.00 |
$
|
7,000,000.00 |
||||
Underwriting discounts and commissions(1)
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$
|
2.00 |
$
|
560,000.00 |
||||
Proceeds to us before expenses
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$
|
23.00 |
$
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6,440,000 |
(1) |
We have agreed to issue two separate warrants to the underwriter, the first exercisable for the purchase of an aggregate of 1% of the Series A Preferred Shares sold in this
offering (2,800 Series A Preferred Shares) and the second exercisable for the purchase of an aggregate of 1% of the warrants sold in this offering (22,400 warrants to purchase common shares) (the “Underwriter’s Warrants”). We have additionally
agreed to reimburse the underwriter for expenses incurred by it in an amount not to exceed $65,000. Please see "Underwriting" for additional disclosure regarding underwriting compensation payable by us.
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ABOUT THIS PROSPECTUS
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ii
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ENFORCEMENT OF CIVIL LIABILITIES
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ii
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PROSPECTUS SUMMARY
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1
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THE OFFERING
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10
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SUMMARY FINANCIAL DATA
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14
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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19
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RISK FACTORS
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21
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USE OF PROCEEDS
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72
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DESCRIPTION OF THE SECURITIES WE ARE OFFERING
|
73
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CAPITALIZATION
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77
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BUSINESS
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78
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THE INTERNATIONAL PRODUCT TANKER SHIPPING INDUSTRY
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89
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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120
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DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
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137
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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141
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DESCRIPTION OF CAPITAL STOCK
|
142
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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146
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CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS
|
148
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TAXATION
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153
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UNDERWRITING
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164
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EXPENSES
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170
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LEGAL MATTERS
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170
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EXPERTS
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170
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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170
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INFORMATION INCORPORATED BY REFERENCE
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171
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Vessel Name
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Shipyard
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Vessel type
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Carrying Capacity
(dwt)
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Year Built
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Type of Charter
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Charter Rate
(per day) (1)
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Earliest
Redelivery Date
|
|||
Pyxis Epsilon (2)
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SPP* / S. Korea
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MR
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|
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50,295
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|
|
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2015
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|
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Time
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$
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13,500
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October 2020
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Pyxis Theta (3)
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SPP / S. Korea
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MR
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|
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51,795
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|
|
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2013
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|
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Time
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$
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16,750
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September 2020
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Pyxis Malou(4)
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SPP / S. Korea
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MR
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|
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50,667
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|
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2009
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|
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Time
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$
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13,000
|
|
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November 2020
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Northsea Alpha (5)
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Kejin / China
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Small Tanker
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|
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8,615
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|
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2010
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|
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Spot
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n/a
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n/a
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Northsea Beta (5)
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Kejin / China
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Small Tanker
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8,647
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|
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2010
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|
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Spot
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n/a
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n/a
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170,019
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|
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(1) |
These are gross charter rates and do not reflect any commissions payable.
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(2) |
Pyxis Epsilon is contracted with a charterer’s option to extend the charter at a gross rate of $15,000 for a further 3 months and
$16,500 for an additional 3 months thereafter.
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(3) |
Pyxis Theta is contracted with a charterer’s right to extend the charter at the same rate to November, 2020.
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(4) |
Pyxis Malou is contracted with a charterer's option to extend the charter for up to an additional three months at a rate of $13,500.
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(5) |
Northsea Alpha and Northsea Beta are scheduled to have their special surveys during the fourth
quarter of 2020, with expected off-hire of 20 days per vessel and costs of $0.35 million each.
|
• |
Time charters: A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate. Under a time charter, the vessel owner provides crewing
and other services related to the vessel’s operation, the cost of which is included in the daily rate. The customer, also called a charterer, is responsible for substantially all of the vessel’s voyage expenses, which are costs related to a
particular voyage including the cost for bunkers and any port fees, cargo loading and unloading expenses, canal tolls and agency fees. In addition, a time charter may include a profit share component, which would enable us to participate in
increased profits in the event rates increase above the specified daily rate.
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• |
Spot charters: A spot charter is a contract to carry a specific cargo for a single voyage. Spot charters for voyages involve the carriage of a specific amount and type of cargo
on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis. Under a spot voyage charter, the vessel owner is responsible for the payment of all expenses including voyage
expenses, such as port, canal and bunker costs.
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|
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Time Charters
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Spot Charters
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Typical contract length
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Typically 3 months - 5 years or more
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Indefinite but typically less than 3 months
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Basis on which charter rate is paid
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Per day
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Per ton, typically
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Voyage expenses
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Charterer pays
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We pay
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Vessel operating costs (1)
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We pay
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We pay
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Off-hire (2)
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We pay
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We pay
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(1) |
We are responsible for vessel operating costs, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and the commercial and
technical management fees payable to our ship managers. The largest components of our vessel operating costs are generally crews and repairs and maintenance.
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(2) |
“Off-hire” refers to the time a vessel is not available for service due primarily to scheduled and unscheduled repairs or dry-docking.
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• |
Pooling Arrangements. In pooling arrangements, vessels are managed by a single pool manager who markets a number of vessels as a single,
cohesive fleet and collects, or pools, their net earnings prior to distributing them to the individual owners, typically under a pre-arranged weighting system that recognizes a vessel’s earnings capacity based on various factors. The vessel
owner also generally pays commissions on pooling arrangements generally ranging from 1.25% to 5.0% of the earnings.
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• |
Bareboat Charters. A bareboat charter is a contract pursuant to which the vessel owner provides the vessel to the charterer for a fixed
period of time at a specified daily rate, and the charterer generally provides for all of the vessel’s operating expenses in addition to the voyage costs and assumes all risk of operation. A bareboat charterer will generally be responsible for
operating and maintaining the vessel and will bear all costs and expenses with respect to the vessel, including dry-dockings and insurance.
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• |
High Quality Fleet of Modern Tankers. As of the date of this prospectus, our fleet had a weighted average age of 8.3 years, based on dwt,
compared to an industry average of approximately 11 years for the product tanker fleet. Our fleet of vessels consists mainly of MR tankers that were built in Korean shipyards. We believe these MR tankers, along with our smaller tankers, provide
our customers with high quality and reliable transportation of cargos at competitive operating costs. Owning a modern fleet reduces off-hire time, repairs and maintenance costs, including dry-docking expenses, and improves safety and
environmental performance. Also, lenders are attracted to modern, well maintained vessels, which can result in more reasonable terms for secured loans.
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• |
Established Relationships with Charterers. We have developed long-standing relationships with a number of leading tanker charterers,
including major integrated and national oil companies, refiners, international trading firms and large vessel operators, which we believe will benefit us in the future as we continue to grow our business. Our customers have included, among
others, Trafigura, BP, Clearlake Shipping (a subsidiary of Gunvor), SK Energy, Equinor, Total, Valero, Vitol, ST Shipping (an affiliate of Glencore), Greenergy, Repsol, Koch and their respective subsidiaries. We strive to meet high standards of
operating performance, achieve cost-efficient operations, reliability and safety in all of our operations and maintain long-term relationships with our customers. We believe that our charterers value our fleet of modern, quality tankers as well
as our management team’s industry experience. These attributes should allow us to continue to charter our vessels and expand our fleet.
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• |
Competitive Cost Structure. Even though we currently operate a relatively small number of vessels, we believe we are consistently very
cost competitive as compared to other companies in our industry. For example, during the six months ended June 30, 2020 our total daily operational costs (vessel operating expenses, technical and commercial management fees plus allocable
general and administrative expenses) for our eco-efficient MR tankers averaged less than $8,000 per vessel. This is a result of our fleet profile, our experienced technical and commercial managers as well as the hands-on approach and
substantial equity ownership of our management team. Our technical manager, ITM, manages 53 tankers, including our vessels. Our technical and commercial management fees aggregate to approximately $755 per day per vessel, which is competitive
within our industry. Our collaborative approach between our management team and our external managers creates a scalable platform that we believe is able to deliver superior operational results at competitive costs and positions us for further
growth. Average total daily operational costs is a non-U.S. GAAP measure. For a description of average total daily operational costs and analysis of the components that make this measure, please see “Summary Financial Data – Non-U.S. GAAP
Measures” below.
|
• |
Well-Positioned to Capitalize on Improving Rates. We believe our current fleet is positioned to capitalize when spot and time charter
rates improve. As of the date of this prospectus, we had three tankers contracted under time charters and two under spot voyages. As of August 24, 2020, 29% of our fleet’s remaining available days in 2020 were contracted, exclusive of
charterers’ options. For any additional tankers we may acquire, we expect to continue to employ our mixed chartering strategy.
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• |
Experienced Management Team. Our three senior officers, led by our Chairman and Chief Executive Officer, Mr. Valentios (“Eddie”)
Valentis, have combined over 100 years of industry experience in shipping, including vessel ownership, acquisitions, divestitures, newbuildings, dry-dockings and vessel modifications, on-board operations, chartering, technical supervision,
corporate management, legal/regulatory, accounting and finance.
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• |
Maintain High Quality Fleet of Modern Tankers. We intend to maintain a high quality fleet that meets rigorous industry standards and our
charterers’ requirements. We consider our fleet to be high quality based on the specifications to which our vessels were built and the reputation of each of the shipyards that built the vessels. We believe that our customers prefer the better
reliability, fewer off-hire days and greater operating efficiency of modern, high quality vessels. Our MR tankers are all eco-efficient and eco-modified designed vessels which offer the benefits of lower bunker consumption and reduced
emissions. In addition, we have been able to cost-effectively operate standard older MRs. We also intend to maintain the quality of our fleet through ITM’s comprehensive planned maintenance and preventive maintenance programs.
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• |
Grow the Fleet Opportunistically. We plan to take advantage of what we believe to be attractive asset values in the product tanker sector
to expand our fleet through acquisitions. We believe that demand for tankers will expand as trade routes for liquid cargoes continue to evolve to developed markets, such as those in the United States and Europe, and as changes in refinery
production patterns in developing countries such as China and India, as well as in the Middle East, contribute to increases in the transportation of refined petroleum products. We believe that a diversified tanker fleet will enable us to serve
our customers across the major tanker trade routes and to continue to develop a global presence. We have strong relationships with reputable owners, charterers, banks and shipyards, which we believe will assist us in identifying attractive
vessel acquisition opportunities. We intend to focus primarily on the acquisition of IMO II and III class MR tankers of 10 years of age or less, which have been built in Tier 1 Asian shipyards and have modern bunker efficient designs given
demands for lower bunker consumption and concerns about environmental emissions. We will also consider acquisitions of newbuild vessels (also called re-sales), which typically have lower operating costs, and of fleets of existing vessels when
such acquisitions are accretive to stockholders or provide other strategic or operating advantages to us.
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• |
Optimize the Operating Efficiency of our Fleet. We evaluate each of our existing and future vessels regarding their operating efficiency,
and if we believe it will advance the operation of our fleet and benefit our business, we may make vessel modifications to improve fuel consumption and meet stricter environmental standards. We will consider making such modifications when the
vessels complete their charter contracts or undergo scheduled dry-docking, including installation of required ballast water treatment systems, or with new acquisitions, at the time we acquire them. Among the modifications that we monitor and
may make in the future to our vessels include: fitting devices that reduce main engine bunker consumption without reducing available power and speed; fitting devices that improve bunker combustion and therefore bunker consumption for auxiliary
equipment; efficient electrical power generation and usage; minimizing hull and propeller frictional losses; systems that allow for optimized routing; and systems that allow for improved maintenance, reduced emissions, performance monitoring
and management. We refer to vessels that have one or more of these modifications as “eco-modified.” We have evaluated and successfully installed in vessels a variety of technologies and equipment that have resulted in operating efficiencies and
compliance with environmental standards. For example, we completed modifications on Pyxis Malou during its first special survey that we believe has resulted in our attaining an attractive return on such
capital investment in the first year of operation. We subsequently installed a ballast water treatment system (“BWTS”) during her recent second special survey in order to meet new environmental regulations. We will continue to build on our
experience with these and other modifications and seek methods to efficiently improve the operational performance of our vessels while keeping costs competitive and meet full regulatory compliance.
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• |
Utilize Portfolio Approach for Commercial Employment. We expect to employ the vessels in our fleet under a mix of spot and time charters
(with and without profit share), bareboat charters and pooling arrangements. We expect to diversify our charters by customer and staggered duration. In addition, any long-term time charters we enter into with a profit sharing component will
offer us some protection when charter rates decrease, while allowing us to share in increased profits in the event rates improve. We believe that this portfolio approach to vessel employment is an integral part of risk management which will
provide us a base of stable cash flows while providing us the optionality to take advantage of rising charter rates and market volatility in the spot market.
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• |
Preserve Strong Safety Record & Commitment to Customer Service and Support. Maritime and ITM have strong histories of complying with
rigorous health, safety and environmental protection standards and have excellent vessel safety records. We intend to maintain these high standards in order to provide our customers with a high level of safety, customer service and support.
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• |
Maintain Financial Flexibility. We intend to maintain financial flexibility to selectively expand our fleet by targeting a balanced
capital structure of debt and equity. As part of our risk management policies, we expect to enter into time charters for most of the vessels we acquire, which provide us predictable cash flows for the duration of the charter and attract
lower-cost debt financing at more favorable terms. We believe this will allow us to build upon our strong commercial lending relationships and optimize our ability to access the public capital markets to respond opportunistically to changes in
our industry and financial market conditions.
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• |
commercial management services, which include obtaining employment, that is, the chartering, for our vessels and managing our relationships with charterers;
|
• |
strategic management services, which include providing us with strategic guidance with respect to locating, purchasing, financing and selling vessels;
|
• |
technical management services, which include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society
compliance, supervising the maintenance and general efficiency of vessels, arranging the hire of qualified officers and crew, arranging and supervising dry-docking and repairs, arranging insurance for vessels, purchasing stores, supplies,
spares and new equipment for vessels, appointing supervisors and technical consultants and providing technical support; and
|
• |
shoreside personnel who carry out the management functions described above.
|
• |
for each vessel while in operation a fee of $325 per day subject to annual inflationary adjustments, and for each vessel under construction, a fee of $450 per day, plus an
additional daily fee, which is dependent on the seniority of the personnel, to cover the cost of the engineers employed to conduct the supervision (collectively the “Ship-Management Fees”);
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• |
1.00% of the purchase price of any sale and purchase transaction from the seller of the vessel;
|
• |
1.25% of all chartering, hiring and freight revenue we receive that was procured by or through Maritime; and
|
• |
a lump sum of approximately $1.6 million per annum for the administrative services it provides to us (the “Administration Fees”).
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Issuer
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Pyxis Tankers Inc., a Marshall Islands corporation.
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Securities Offered
|
280,000 Units, each Unit consisting of (i) one Series A Preferred Share, and (ii) eight Warrants, each Warrant exercisable for one common
share.
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Price
|
Each Unit is being offered at a price of $25.00.
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Separability of Series A Preferred Shares and Warrants
|
The Units will not be issued or certificated. Instead, the Series A Preferred Shares and Warrants underlying the Units will be issued
separately and may be resold separately, although they will have been purchased together in this offering.
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Warrants
|
Eight Warrants are included in each Unit. Each Warrant will entitle the holder to purchase one common share at an exercise price of $1.40
per share, subject to adjustment. This prospectus also relates to the offering of the common shares issuable upon exercise of the Warrants. The Warrants shall be exercisable from the date of issuance, which is the closing date of this offering,
and expire on September , 2025.
|
Liquidation Preference of Series A Preferred Shares
|
If we liquidate, dissolve or wind up, holders of the Series A Preferred Shares will have the right to receive $25.00 per share, plus all
accumulated, accrued and unpaid dividends (whether or not earned or declared) to and including the date of payment, before any payments are made to the holders of our common shares or to the holders of equity securities the terms of which
provide that such equity securities will rank junior to the Series A Preferred Shares. The rights of holders of Series A Preferred Shares to receive their liquidation preference also will be subject to the proportionate rights of any other
class or series of our capital stock ranking in parity with the Series A Preferred Shares as to liquidation.
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Change of Control
|
In the case of a “change of control” that is pre-approved by the Company’s Board of Directors, holders of Series A Preferred Shares have the
option to (i) demand that the Company redeem the Series A Preferred Shares at (a) $26.63 per Series A Preferred Share from the date of issuance until September , 2021, (b) $25.81 per Series A Preferred Share from September , 2021 until
September , 2022 and (c) $25.00 after September , 2022, or (ii) continue to hold the Series A Preferred Shares.
“Change of Control” means that (i) Mr. Valentios Valentis and his affiliates cease to own at least 20% of the voting securities of the
Company, or (ii) a person or group acquires at least 50% voting control of the Company, and in the case of each of either (i) or (ii), neither the Company nor any surviving entity has its common stock listed on a recognized U.S. exchange.
|
Dividends on Series A Preferred Shares
|
Holders of the Series A Preferred Shares will be entitled to receive, when, as and if declared by our Board of Directors, cumulative cash
dividends payable monthly in an amount per Series A Preferred Share equal to $2.0625 per share each year, which is equivalent to 8.25% of the $25.00 liquidation preference per share per annum. Dividends on the Series A Preferred Shares will be
payable monthly in arrears, beginning with the month ending September 30, 2020. To the extent declared by our Board of Directors, dividends will be payable not later than twenty (20) days after the end of each calendar month, starting on
October 20, 2020. Dividends on the Series A Preferred Shares will accumulate whether or not we have earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared by
our Board of Directors.
If the Company fails to make a cash dividend payment with respect to eighteen (18) or more consecutive or non-consecutive monthly dividends,
the holders of the Series A Preferred Shares, voting as a separate class, will be entitled to vote for the election of one additional director to serve on our Board of Directors until the next annual meeting of shareholders following the date
on which all dividends that are owed have been paid.
|
|
Call Feature of Series A Preferred Shares
|
Beginning on September , 2022, we may, at our option, redeem the Series A Preferred Shares, in whole or in part, by paying $25.00 per
share, plus any accrued and unpaid dividends to the date of redemption.
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|
Ranking
|
The Series A Preferred Shares, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or
winding up, will rank:
|
|
•
|
senior to our common shares and any other class of equity securities the terms of which provide that such equity securities will rank junior to the Series A
Preferred Shares;
|
|
•
|
on parity (pari passu) with any equity securities the terms of which provide that such equity securities will rank
without preference or priority over the other; and
|
|
•
|
junior to any equity securities the terms of which provide that such equity securities will rank senior to the Series A Preferred Shares, and to all of our
existing and future debt, including, prior to conversion of such debt, any debt convertible into our equity securities.
|
|
We will be restricted in our ability to issue or create any class or series of capital stock ranking senior to the
Series A Preferred Shares with respect to dividends or distributions, unless the holders of at least 66.67% of the then outstanding Series A Preferred Shares consent to the same.
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Voting Rights
|
The Series A Preferred Shares will not vote with the common shares, however, if dividends on the Series A Preferred Shares are in arrears
for eighteen (18) or more consecutive or non-consecutive monthly dividends, the holders of the Series A Preferred Shares, voting as a single class, shall be entitled to vote for the election of one additional director to serve on the Board of
Directors until the next annual meeting of shareholders following the date on which all dividends that are owed and are in arrears have been paid.
In addition, unless we have received the affirmative vote or consent of the holders of at least 66.67% of the then outstanding Series A
Preferred Shares, voting as a single class, we may not create or issue any class or series of capital stock ranking senior to the Series A Preferred Shares with respect to dividends or distributions.
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Over-Allotment Option
|
We have granted the underwriters a 45-day option to purchase up to 42,000 additional Series A Preferred Shares and/or 336,000 additional Warrants, each
Warrant exercisable to purchase one share of common stock, solely to cover over-allotments, if any.
|
Use of proceeds
|
We estimate that the net proceeds from this offering will be approximately $6.2 million (or approximately $7.2 million if the underwriter
exercises its over-allotment option in full), based on a public offering price of $25.00 per Unit and after deducting assumed underwriting discounts and commissions and estimated offering expenses.
|
We expect to use the net proceeds of this offering for general corporate purposes, including working capital, which can include potential vessel
acquisitions and payment of debt. Please see “Use of Proceeds.”
|
|
Listing
|
Our common shares are currently listed on Nasdaq under the symbol “PXS”. We have applied to list the Series A Preferred Shares and Warrants
included within the Units on Nasdaq under the symbols “PXSAP” and “PXSAW”, respectively. No assurance can be given that such listing applications will be approved, or, if approved, that a liquid or established trading market for the Series A
Preferred Shares and Warrants will develop.
|
Risk Factors
|
An investment in our securities involves significant risks. You should carefully consider all of the information in this prospectus prior to
investing in our securities. In particular, we urge you to carefully consider the risk factors set out in “Risk Factors” beginning on page 21 of this prospectus, and “Item 3. Key Information – D. Risk Factors” in our 2019 Annual Report.
|
Lock-Up Provision
|
Subject to certain exceptions, we, all of our executive officers and directors, and certain
affiliates have entered into lock-up agreements with the underwriter. Under these agreements, we and each of these persons may not, without the prior written approval of the underwriter, offer, sell, contract to sell or otherwise dispose of
or hedge any securities of the Company. These restrictions will be in effect for a period of 60 days after the date of the closing of this offering.
|
Transfer Agent
|
The registrar, transfer agent and dividend and redemption price disbursing agent in respect of the
Series A Preferred Shares and Warrants will be VStock Transfer, LLC.
|
Statements of Comprehensive Income / (Loss) Data | Year ended December 31, | Six months ended June 30, | ||||||||||||||||||||||||||
(In thousands of U.S. dollars, except per share data)
|
2015
|
2016
|
2017
|
2018
|
2019
|
2019
|
2020
|
|||||||||||||||||||||
Revenues, net |
$ |
32,929 |
$ |
30,387 |
$ |
29,579 |
$ |
28,457 |
$ |
27,753 |
$ |
13,180 |
$ |
12,124 |
||||||||||||||
Voyage related costs and commissions*
|
(4,484
|
)
|
(6,288
|
)
|
(8,463
|
)
|
(11,817
|
)
|
(5,122
|
)
|
(2,926
|
) |
(2,629
|
) | ||||||||||||||
Vessel operating expenses
|
(13,188
|
)
|
(12,871
|
)
|
(12,761
|
)
|
(12,669
|
)
|
(12,756
|
)
|
(6,402
|
) |
(5,228
|
) | ||||||||||||||
General and administrative expenses
|
(1,773
|
)
|
(2,574
|
)
|
(3,188
|
)
|
(2,404
|
)
|
(2,407
|
)
|
(1,187
|
) |
(1,113
|
) | ||||||||||||||
Management fees, related parties
|
(577
|
)
|
(631
|
)
|
(712
|
)
|
(720
|
)
|
(724
|
)
|
(359
|
) |
(332
|
) | ||||||||||||||
Management fees, other
|
(1,061
|
)
|
(1,024
|
)
|
(930
|
)
|
(930
|
)
|
(930
|
)
|
(465
|
) |
(432
|
) | ||||||||||||||
Depreciation and amortization of special survey costs
|
(5,884
|
)
|
(6,004
|
)
|
(5,640
|
)
|
(5,633
|
)
|
(5,560
|
)
|
(2,822
|
) |
(2,286
|
) | ||||||||||||||
Loss on vessel held for sale
|
—
|
—
|
—
|
—
|
(2,756
|
)
|
—
|
—
|
||||||||||||||||||||
Gain from the sale of vessel
|
— | — | — | — | — | — |
7
|
|||||||||||||||||||||
Vessel impairment charge
|
—
|
(3,998
|
)
|
—
|
(2,282
|
)
|
—
|
—
|
—
|
|||||||||||||||||||
Bad debt provisions
|
—
|
—
|
(231
|
)
|
(13
|
)
|
(26
|
)
|
(26
|
) |
—
|
|||||||||||||||||
Gain from debt extinguishment
|
—
|
—
|
—
|
4,306
|
—
|
—
|
—
|
|||||||||||||||||||||
(Loss) / Gain from financial derivative instrument
|
—
|
—
|
—
|
(19
|
)
|
(27
|
)
|
(25
|
) |
2
|
||||||||||||||||||
Interest expenses and finance cost, net
|
(2,531
|
)
|
(2,810
|
)
|
(2,897
|
)
|
(4,490
|
)
|
(5,775
|
)
|
(2,905
|
) |
(2,516
|
) | ||||||||||||||
Other income
|
74
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Net income / (loss)
|
$
|
3,505
|
$
|
(5,813
|
)
|
$
|
(5,243
|
)
|
$
|
(8,214
|
)
|
$
|
(8,330
|
)
|
$
|
(3,937
|
) |
$
|
(2,403
|
) | ||||||||
|
||||||||||||||||||||||||||||
Earnings / (loss) per common share, basic and diluted
|
$
|
0.19
|
$
|
(0.32
|
)
|
$
|
(0.28
|
)
|
$
|
(0.39
|
)
|
$
|
(0.39
|
)
|
$
|
(0.19
|
) |
$
|
(0.11
|
) | ||||||||
|
||||||||||||||||||||||||||||
Weighted average number of shares, basic
|
18,244,671
|
18,277,893
|
18,461,455
|
20,894,202
|
21,161,164
|
21,072,472
|
21,455,291
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Weighted average number of shares, diluted
|
18,277,893
|
18,277,893
|
18,461,455
|
20,894,202
|
21,161,164
|
21,072,472
|
21,455,291
|
Balance Sheets Data
|
As of December 31,
|
As of
June 30,
|
||||||||||||||||||||||
(In thousands of U.S. dollars)
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||||||||
|
||||||||||||||||||||||||
Total current assets
|
$
|
6,028
|
$
|
4,184
|
$
|
3,895
|
$
|
4,307
|
$
|
17,235
|
$
|
1,745
|
||||||||||||
Total other non-current assets
|
5,193
|
5,215
|
5,144
|
4,318
|
4,027
|
4,238
|
||||||||||||||||||
Total fixed assets, net
|
130,501
|
121,341
|
115,774
|
107,992
|
87,507
|
85,318
|
||||||||||||||||||
Total assets
|
141,722
|
130,740
|
124,813
|
116,617
|
108,769
|
91,301
|
||||||||||||||||||
Total current liabilities
|
11,200
|
12,870
|
12,531
|
13,545
|
22,536
|
8,425
|
||||||||||||||||||
Total non-current liabilities
|
75,956
|
69,117
|
64,126
|
63,129
|
54,233
|
53,175
|
||||||||||||||||||
Total stockholders’ equity
|
$
|
54,566
|
$
|
48,753
|
$
|
48,156
|
$
|
39,943
|
$
|
32,000
|
$
|
29,701
|
Statements of Cash Flows Data
|
Year ended December 31,
|
Six months ended June 30,
|
||||||||||||||||||||||||||
(In thousands of U.S. dollars)
|
2015
|
2016
|
2017
|
2018
|
2019
|
2019
|
2020
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Net cash provided by / (used in) operating activities
|
$
|
12,366
|
$
|
4,446
|
$
|
3,677
|
$
|
(2,203
|
)
|
$
|
5,661
|
$
|
3,183
|
$
|
(7,116
|
)
|
||||||||||||
Net cash (used in) / provided by investing activities
|
(18,766
|
)
|
—
|
—
|
(99
|
)
|
(517
|
)
|
(268
|
)
|
13,141
|
|||||||||||||||||
Net cash provided by / (used in) financing activities *
|
13,375
|
(7,285
|
)
|
(2,767
|
)
|
(187
|
)
|
(4,172
|
)
|
(2,159
|
)
|
(7,290
|
)
|
|||||||||||||||
Change in cash and cash equivalents and restricted cash
|
$
|
6,975
|
$
|
(2,839
|
)
|
$
|
910
|
$
|
(2,489
|
)
|
$
|
972
|
$
|
756
|
$
|
(1,265
|
)
|
Fleet Operating Data
|
|
Year ended December 31,
|
|
Six Months ended June 30,
|
||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 |
2019
|
2020
|
||||||||||||||||
Ownership days (1)
|
|
|
2,177
|
|
|
|
2,196
|
|
|
|
2,190
|
|
|
|
2,190
|
|
|
2,190
|
|
1,086
|
910
|
|
Available days (2)
|
|
|
2,137
|
|
|
|
2,176
|
|
|
|
2,190
|
|
|
|
2,154
|
|
|
2,162
|
|
1,058
|
898
|
|
Operating days (3)
|
|
|
2,092
|
|
|
|
1,986
|
|
|
|
1,956
|
|
|
|
1,816
|
|
|
1,925
|
|
924
|
802
|
|
Utilization % (4)
|
|
|
97.9
|
%
|
|
|
91.3
|
%
|
|
|
89.3
|
%
|
|
|
84.3
|
%
|
|
89.0
|
%
|
87.3%
|
89.3%
|
|
Daily time charter equivalent rate (5)
|
|
$
|
13,597
|
|
|
$
|
12,134
|
|
|
$
|
10,795
|
|
|
$
|
9,163
|
|
$
|
11,756
|
$
|
11,096
|
$
|
11,844
|
Daily vessel operating expenses (6)
|
|
$
|
6,058
|
|
|
$
|
5,861
|
|
|
$
|
5,827
|
|
|
$
|
5,785
|
|
$
|
5,825
|
$
|
5,895
|
$
|
5,584
|
Average number of vessels (7)
|
|
|
6.0
|
|
|
|
6.0
|
|
|
|
6.0
|
|
|
|
6.0
|
|
|
6.0
|
|
6.0
|
5.1
|
|
Number of vessels at period end
|
|
|
6
|
|
|
|
6
|
|
|
|
6
|
|
|
|
6
|
|
|
6
|
|
6
|
|
5
|
Weighted average age of vessels (8)
|
|
|
4.8
|
|
|
|
5.8
|
|
|
|
6.8
|
|
|
|
7.8
|
|
|
8.8
|
|
8.3
|
8.1
|
|
(1) |
Ownership days are the total number of days in a period during which we owned each of the vessels in our fleet. Ownership days are an indicator of the size
of our fleet over a period and affect both the amount of revenues generated and the amount of expenses incurred during the respective period.
|
(2) |
Available days are the number of ownership days in a period, less the aggregate number of days that our vessels were off-hire due to scheduled repairs or
repairs under guarantee, vessel upgrades or special surveys and intermediate dry-dockings and the aggregate number of days that we spent positioning our vessels during the respective period for such repairs, upgrades and surveys. Available days
measures the aggregate number of days in a period during which vessels should be capable of generating revenues.
|
(3) |
Operating days are the number of available days in a period, less the aggregate number of days that our vessels were off-hire or out of service due to any
reason, including technical breakdowns and unforeseen circumstances. Operating days measures the aggregate number of days in a period during which vessels actually generate revenues.
|
(4) |
We calculate utilization (“Utilization”) by dividing the number of operating days during a period by the number of available days during the same period. The
shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under
guarantee, vessel upgrades, special surveys and intermediate dry-dockings or vessel positioning.
|
(5) |
Daily time charter equivalent (“TCE”) rate is a standard shipping industry performance measure of the average daily revenue performance of a vessel on a per
voyage basis. TCE is not calculated in accordance with U.S. GAAP. We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e. spot
charters, time charters and bareboat charters) under which our vessels may be employed between the periods. Our management also utilizes TCE to assist them in making decisions regarding employment of the vessels. We believe that our method of
calculating TCE is consistent with industry standards and is calculated by dividing voyage revenues after deducting voyage expenses, including commissions, by operating days for the relevant period. Voyage expenses primarily consist of
brokerage commissions, port, canal and bunker costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract. Please see reconciliation of TCE under “Item 5.A. Operating Results” in
the 2019 Annual Report, which is incorporated herein by reference.
|
(6) |
Daily vessel operating expenses are direct operating expenses such as crewing, provisions, repairs and maintenance, insurance, deck and engine stores,
lubricating oils and tonnage tax divided by ownership days.
|
(7) |
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each
vessel was part of our fleet during such period divided by the number of calendar days in the period.
|
(8) |
Weighted average age of the fleet is the sum of the ages of our vessels, weighted by the dead weight tonnage (“dwt”) of each vessel on the total fleet dwt.
|
Recent Daily Fleet Data:
|
|
|
||||||||||||||||||||||||
(In U.S. dollars, except for Utilization %)
|
|
|
|
Year ended December 31,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
2019
|
2020
|
|||||||
Eco-Efficient MR2: (2 of our vessels)
|
|
TCE
|
|
|
15,631
|
|
|
|
15,015
|
|
|
|
13,027
|
|
|
|
10,524
|
|
|
|
14,337
|
|
13,673
|
15,060
|
||
|
|
Opex
|
|
|
6,430
|
|
|
|
5,754
|
|
|
|
5,838
|
|
|
|
5,962
|
|
|
|
5,872
|
|
5,771
|
5,966
|
||
|
|
Utilization %
|
|
|
99.4
|
%
|
|
|
97.0
|
%
|
|
|
94.1
|
%
|
|
|
91.8
|
%
|
|
|
100.0
|
%
|
100.0%
|
98.0%
|
||
Eco-Modified MR2: (1 of our vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
TCE
|
|
|
17,480
|
|
|
|
10,705
|
|
|
|
13,042
|
|
|
|
12,383
|
|
|
|
13,410
|
|
12,809
|
15,286
|
||
|
|
Opex
|
|
|
6,461
|
|
|
|
6,255
|
|
|
|
6,433
|
|
|
|
6,505
|
|
|
|
6,813
|
|
7,228
|
6,078
|
||
|
|
Utilization %
|
|
|
91.3
|
%
|
|
|
92.9
|
%
|
|
|
90.1
|
%
|
|
|
86.6
|
%
|
|
|
99.1
|
%
|
98.0%
|
100.0%
|
||
Standard MR2: (1 of our vessels*)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
TCE
|
|
|
17,237
|
|
|
|
15,504
|
|
|
|
12,209
|
|
|
|
8,887
|
|
|
|
13,115
|
|
12,329
|
-
|
||
|
|
Opex
|
|
|
6,325
|
|
|
|
6,772
|
|
|
|
6,036
|
|
|
|
6,039
|
|
|
|
6,092
|
|
5,959
|
-
|
||
|
|
Utilization %
|
|
|
100.0
|
%
|
|
|
90.5
|
%
|
|
|
99.2
|
%
|
|
|
91.0
|
%
|
|
|
99.7
|
%
|
100.0%
|
-
|
||
Handysize Tankers: (2 of our vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
TCE
|
|
|
7,622
|
|
|
|
7,939
|
|
|
|
5,979
|
|
|
|
5,844
|
|
|
|
5,860
|
|
4,981
|
5,533
|
||
|
|
Opex
|
|
|
5,358
|
|
|
|
5,315
|
|
|
|
5,408
|
|
|
|
5,122
|
|
|
|
5,150
|
|
5,319
|
4,954
|
||
|
|
Utilization %
|
|
|
98.6
|
%
|
|
|
85.1
|
%
|
|
|
79.2
|
%
|
|
|
72.6
|
%
|
|
|
68.1
|
%
|
63.8%
|
75.5%
|
||
Fleet: (2019: 6 vessels; 2020: 5 vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
TCE
|
|
|
13,597
|
|
|
|
12,134
|
|
|
|
10,795
|
|
|
|
9,163
|
|
|
|
11,756
|
|
11,096
|
11,844
|
||
|
|
Opex
|
|
|
6,058
|
|
|
|
5,861
|
|
|
|
5,827
|
|
|
|
5,785
|
|
|
|
5,825
|
|
5,895
|
5,584
|
||
|
|
Utilization %
|
|
|
97.9
|
%
|
|
|
91.3
|
%
|
|
|
89.3
|
%
|
|
|
84.3
|
%
|
|
|
89.0
|
%
|
87.3%
|
89.3%
|
• |
our cash expenditures, or future requirements for capital expenditures or contractual commitments;
|
• |
changes in, or cash requirements for, our working capital needs; and
|
• |
cash requirements necessary to service interest and principal payments on our funded debt.
|
(In U.S. dollars)
|
Year Ended December 31,
2019
|
Six Months Ended
June 30,
2020
|
||||||
Reconciliation of Opex to average daily total operational costs
|
||||||||
|
||||||||
Vessel Opex
|
$
|
5,872
|
$
|
5,966
|
||||
|
||||||||
Technical and Commercial Management Fees
|
755
|
757
|
||||||
|
||||||||
General & Administrative Expenses*
|
1,069
|
1,208
|
||||||
Average total daily operational costs
|
$
|
7,696
|
$
|
7,931
|
(In thousands of U.S. dollars) |
Year Ended December 31, 2019 |
Six Months Ended
June 30, 2020 |
||||||
Reconciliation of Net loss to Adjusted EBITDA
|
||||||||
Net loss
|
$
|
(8,330
|
)
|
$
|
(2,403
|
)
|
||
|
||||||||
Depreciation
|
5,320
|
2,189
|
||||||
|
||||||||
Amortization of special survey costs
|
240
|
97
|
||||||
|
||||||||
Interest and finance costs, net
|
5,775
|
2,516
|
||||||
|
||||||||
EBITDA
|
$
|
3,005
|
$
|
2,399
|
||||
Loss / (Gain) from financial derivative instrument
|
27
|
(2
|
)
|
|||||
Loss / (Gain) from the sale of vessel, net
|
2,756
|
(7
|
)
|
|||||
Adjusted EBITDA
|
$
|
5,778
|
$
|
2,390
|
• |
changes in governmental rules and regulations or actions, including environmental and securities matters, taken by regulatory authorities;
|
• |
changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time
charters;
|
• |
our future operating or financial results;
|
• |
our continued borrowing availability under our debt agreements and compliance with the covenants contained therein;
|
• |
our ability to procure or have access to financing on acceptable terms or at all, our liquidity and the adequacy of cash flows for our operations;
|
• |
our ability to successfully employ our vessels, including under time charters;
|
• |
changes in our operating expenses, including bunker fuel prices, dry docking costs, general and administrative expenses and insurance costs, including adequacy of coverage;
|
• |
business disruptions due to natural disasters and health catastrophes, such as the recent outbreak of Coronavirus COVID-19 (“COVID-19”);
|
• |
disruption of world trade due to rising protectionism, breakdown of multilateral trade agreements, acts of piracy, terrorism, political events, public health threats,
international hostilities and instability;
|
• |
the aging of our vessels and likely increases in the operating expenses and dry-docking costs;
|
• |
our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of
completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);
|
• |
planned, pending or recent acquisitions and divestitures, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and
insurance costs;
|
• |
the ability of our vessels to pass classification inspections and vetting inspections by major integrated oil companies;
|
• |
vessel breakdowns and instances of off-hire;
|
• |
potential claims or liability from future litigation, government inquiries and investigations as well as discharge of pollutants and vessel collisions;
|
• |
potential conflicts of interests involving our Chief Executive Officer and Chairman of the Board of Directors;
|
• |
the arrest or detention of our vessels by maritime claimants or governmental authorities;
|
• |
any disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach;
|
• |
general product tanker shipping market trends, including fluctuations in charter hire rates and vessel values;
|
• |
changes in supply and demand in the product tanker shipping industry, including the market for our vessels and the number of newbuildings under construction;
|
• |
the strength of world economies;
|
• |
stability of Europe and the Euro;
|
• |
fluctuations in interest rates, including the impact on our debt of the discontinuance of LIBOR after 2021, and foreign exchange rates;
|
• |
changes in seaborne and other transportation;
|
• |
any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption;
|
• |
general domestic and international political conditions; the length and number of off-hire periods and dependence on key employees and third-party managers; and
|
• |
other factors discussed under “Risk Factors” in this prospectus and in “Item 3. Key Information – D. Risk Factors” in the 2019 Annual Report, as well as the Company’s other
filings with the Commission, which may contain a more complete discussion of certain of these and other risks and uncertainties.
|
• |
prevailing dividend rates being paid by other companies similar to us;
|
• |
the market for preferred shares similar to the Series A Preferred Shares;
|
• |
the trading price of our common shares;
|
• |
the total amount owed by us under our outstanding indebtedness and preferred stock, which could be affected by our future incurrence of additional debt or issuances of preferred
stock;
|
• |
our financial condition, results of operations and prospects;
|
• |
general economic conditions in our markets; and
|
• |
the overall condition of the financial markets, including changes in interest rates, many of which have experienced substantial turbulence from time to time over the last
several years.
|
• |
demand and supply for refined petroleum products and other liquid bulk products such as vegetable and edible oils;
|
• |
competition from alternative sources of energy and a shift in consumer demand towards other energy resources such as wind, solar or water energy as well as greater use of
electric powered vehicles;
|
• |
the globalization of manufacturing and developments of transportation services;
|
• |
regional availability of refining capacity and inventories;
|
• |
increases in the production of refined petroleum products in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems
in markets we may serve, or the conversion of existing non-oil pipelines to refined petroleum products pipelines in those areas;
|
• |
the distance oil and petroleum products are moved by sea; changes in seaborne and other transportation patterns, including changes in the distances over which refined petroleum
and chemical cargoes are transported;
|
• |
competition from other shipping companies and other modes of transportation, such as railroads that compete with product tankers;
|
• |
availability of newbuild crude tankers to take petroleum products on their maiden voyage upon delivery from shipyards;
|
• |
product imbalances across regions (affecting the level of trading activity);
|
• |
global and regional economic and political conditions, including armed conflicts, terrorist activities, and strikes; environmental and other regulatory developments;
|
• |
health disasters, such as COVID-19, developments in international trade generally;
|
• |
international sanctions, embargoes, import and export restrictions, nationalizations and wars;
|
• |
currency exchange rates; and
|
• |
weather and natural disasters.
|
• |
demand and supply for refined petroleum products and other liquid bulk products such as vegetable and edible oils;
|
• |
availability and pricing of other energy resources such as natural gas;
|
• |
the number of product tanker newbuilding deliveries;
|
• |
the efficiency and age of the global product tanker fleet;
|
• |
the demolition prices and scrapping rate of older product tankers or casualties;
|
• |
the price of steel and vessel equipment;
|
• |
the cost of newbuildings and the cost of retrofitting or modifying secondhand product tankers as a result of charterer requirements;
|
• |
shipyard capacity, financial condition and new vessel construction throughput/delays in deliveries;
|
• |
availability, terms and cost of capital;
|
• |
cost and supply of labor;
|
• |
technological innovations and advances in product tanker design and capacity, including the introduction and operating performance of scrubbers;
|
• |
conversion of product tankers to other uses and the conversion of other vessels to product tankers;
|
• |
the number of product tankers used for floating storage;
|
• |
the number of product tankers trading crude or “dirty” oil products;
|
• |
product tanker freight rates, whether time or spot charters, including spot market related pools the Company may join, which are themselves affected by factors that may affect
the rate of newbuilding, scrapping and laying-up of product tankers;
|
• |
port and canal congestion;
|
• |
the cost of bunkers and fuel oil, and their impact on vessel speed; currency exchange rate fluctuations;
|
• |
changes in governmental or maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities;
|
• |
changes in environmental and other regulations that may limit the useful lives of product tankers; and
|
• |
the number of product tankers that are out of service.
|
• |
we may not be able to employ our vessels at charter rates as favorable to us as historical rates or operate our vessels profitably;
|
• |
the market value of our vessels could decrease, which may cause us to, among other things, recognize losses if any of our vessels are sold or if their values are impaired,
violate covenants in our current loan agreements and future financing agreements and be unable to incur debt at all or on terms that are acceptable to us; and
|
• |
we may experience difficulties obtaining financing commitments or be unable to fully draw under loans we arrange in the future if the lenders are unwilling to extend financing
to us or unable to meet their funding obligations due to their own liquidity, capital or solvency issues. We cannot be certain that financing will be available on acceptable terms or at all. If financing is not available when needed, or is
available only on unfavorable terms, we may be unable to meet our future obligations as they come due. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.
|
• |
prevailing economic conditions in the energy markets;
|
• |
general economic and market conditions affecting the international shipping industry;
|
• |
a substantial or extended decline in demand for refined products;
|
• |
competition from other shipping companies and other modes of transportation;
|
• |
number of vessels in the world fleet;
|
• |
the level of worldwide refined petroleum products production and exports;
|
• |
demand for product tankers; changes in the supply-demand balance of the global product tanker market;
|
• |
applicable governmental regulations;
|
• |
the availability of newbuild and newer, more advanced vessels at attractive prices compared to our vessels;
|
• |
changes in prevailing charter hire rates;
|
• |
the physical condition of the vessel;
|
• |
the vessel’s size, age, technical specifications, efficiency and operational flexibility; and
|
• |
the cost of newbuildings and the cost of retrofitting or modifying existing ships, as a result of technological advances in ship design or equipment, changes in applicable
environmental or other regulations or standards, customer requirements or otherwise.
|
• |
office assessments and audits of the vessel operator;
|
• |
the operator’s environmental, health and safety record;
|
• |
compliance with heightened industry standards that have been set by several oil companies and other charterers;
|
• |
compliance with the standards of the IMO;
|
• |
compliance with several oil companies and other charterers’ codes of conduct, policies and guidelines, including transparency, anti-bribery and ethical requirements and
relationships with third-parties;
|
• |
shipping industry relationships, reputation for customer service, technical and operating expertise and safety record;
|
• |
shipping experience and quality of ship operations, including cost-effectiveness;
|
• |
quality, experience and technical capability of crews;
|
• |
the ability to finance vessels at competitive rates and overall financial stability;
|
• |
relationships with shipyards and the ability to obtain suitable berths with on-time delivery of new vessels according to customer’s specifications;
|
• |
willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
|
• |
competitiveness of the bid in terms of overall price.
|
• |
the owner’s management experience;
|
• |
the operator’s industry relationships, experience and reputation for customer service, quality operations and safety;
|
• |
the quality and age of the vessels;
|
• |
the quality, experience and technical capability of the crew;
|
• |
the operator’s willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and
|
• |
the competitiveness of the bid in terms of overall price.
|
• |
our ability to:
|
• |
successfully manage our liquidity and obtain the necessary financing to fund our anticipated growth;
|
• |
identify and consummate desirable acquisitions, joint ventures or strategic alliances; and
|
• |
identify and capitalize on opportunities in new markets;
|
• |
ITM’s ability to:
|
• |
attract, hire, train and retain qualified personnel and managers to manage and operate its fleet; and
|
• |
being approved through the vessel vetting process of certain charterers.
|
• |
obtain new charters;
|
• |
obtain financing on commercially acceptable terms;
|
• |
maintain satisfactory relationships with our charterers and suppliers; and
|
• |
successfully execute our business strategies.
|
• |
identify suitable tankers and/or shipping companies for acquisitions at attractive prices;
|
• |
identify and consummate desirable acquisitions, joint ventures or strategic alliances;
|
• |
integrate any acquired tankers or businesses successfully with the Company’s existing operations, including obtaining any approvals and qualifications necessary to operate
vessels that the Company acquires;
|
• |
hire, train and retain qualified personnel to manage and operate our growing business and fleet;
|
• |
identify additional new markets;
|
• |
enhance the Company’s customer base;
|
• |
improve our operating, financial and accounting systems and controls; and
|
• |
obtain required financing for our existing and new vessels and operations.
|
• |
fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
|
• |
decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance vessel acquisitions;
|
• |
significantly increase our interest expense or financial leverage if we incur additional debt to finance vessel acquisitions;
|
• |
fail to integrate any acquired tankers or businesses successfully with our existing operations, accounting systems and infrastructure generally;
|
• |
incur or assume unanticipated liabilities, losses or costs associated with the business or vessels acquired, particularly if any vessel we acquire proves not to be in good
condition; or
|
• |
incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
|
• |
work stoppages or other labor disturbances or other events that disrupt the operations of the shipyard building the vessels;
|
• |
changes in governmental regulations or maritime self-regulatory organization standards;
|
• |
lack of raw materials or supply chain issues for vessel parts and components;
|
• |
bankruptcy or other financial crisis of the shipyard building the vessels;
|
• |
our inability to obtain requisite financing or make timely payments;
|
• |
a backlog of orders at the shipyard building the vessels;
|
• |
hostilities, political, health or economic disturbances in the countries where the vessels are being built;
|
• |
weather interference or a catastrophic event, such as a major earthquake, typhoon or fire;
|
• |
our requests for changes to the original vessel specifications;
|
• |
shortages or delays in the receipt of necessary construction materials, such as steel;
|
• |
our inability to obtain requisite permits or approvals;
|
• |
a dispute with the shipyard building the vessels, non-performance of the purchase or construction agreement with respect to a vessel by the seller or the shipyard as applicable;
|
• |
non-performance of the vessel purchase agreement by the seller;
|
• |
our inability to obtain requisite permits, approvals or financings; or
|
• |
damage to or destruction of vessels while being operated by the seller prior to the delivery date.
|
• |
prevailing economic conditions in the energy markets; general economic and market conditions affecting the international shipping industry,
|
• |
a substantial or extended decline in demand for refined products;
|
• |
competition from other shipping companies and other modes of transportation;
|
• |
number of vessels in the world fleet;
|
• |
the level of worldwide refined petroleum product production and exports;
|
• |
demand for product tankers; changes in the supply-demand balance of the global product tanker market;
|
• |
applicable governmental regulations;
|
• |
the availability of newbuild and newer, more advanced vessels at attractive prices compared to our vessels;
|
• |
changes in prevailing charter hire rates;
|
• |
the physical condition of the vessel;
|
• |
the vessel’s size, age, technical specifications, efficiency and operational flexibility; and
|
• |
the cost of newbuildings and the cost of retrofitting or modifying existing ships, as a result of technological advances in ship design or equipment, changes in applicable
environmental or other regulations or standards, customer requirements or otherwise.
|
• |
paying dividends under certain circumstances, including if there is a default under the loan agreements or, only with respect to our subsidiary Seventhone Corp. (“Seventhone”)
under the Alpha Bank Facility entered into in July 2020, if the ratio of our and our subsidiaries as a group total liabilities to market value adjusted total assets is greater than 75% in the relevant year. As of June 30, 2020, the ratio of
total liabilities over the market value of our adjusted total assets was 62% and therefore under the Alpha Bank Facility Seventhone would be permitted to distribute dividends to us as of June 30, 2020;
|
• |
incurring or guaranteeing indebtedness;
|
• |
charging, pledging or otherwise encumbering our vessels;
|
• |
changing the flag, class, management or ownership of our vessels;
|
• |
utilizing available cash;
|
• |
changing ownership or structure, including through mergers, consolidations, liquidations or dissolutions;
|
• |
making certain investments;
|
• |
entering into a new line of business;
|
• |
changing the commercial and technical management of our vessels;
|
• |
selling, transferring, assigning or changing the beneficial ownership or control of our vessels; and
|
• |
changing the control, or Mr. Valentis maintaining less than 50% ownership, of the corporate guarantor.
|
• |
we maintain minimum liquidity cash balances based on the number of vessels owned and debt service requirements. Our required minimum cash balance as of December 31, 2018 and
2019 was $3.7 million for both periods and $3.9 million at June 30, 2020;
|
• |
the fair market value of the mortgaged vessel plus any additional collateral must be no less than a certain percentage, ranging from 115% to 150%, of outstanding borrowings
under the applicable loan agreement, less, in certain loan agreements, any money in respect of the principal outstanding with the credit of any applicable retention account and any free or pledged cash deposits held with the lender in our or
its subsidiary’s name; and
|
• |
we maintain vessel insurances of the higher of market value or 120% of the outstanding loan balance
|
• |
actual or anticipated fluctuations in our periodic results and those of other public companies in the shipping industry;
|
• |
changes in market valuations of similar companies and stock market price and volume fluctuations generally;
|
• |
speculation in the press or investment community, including on-line newsletters, trading platforms and chat-rooms, about our business or the shipping industry generally;
|
• |
mergers and strategic alliances in the shipping industry;
|
• |
market prices and conditions in the shipping industry;
|
• |
evolving investor preferences away from carbon- based companies and towards environmentally friendly or sustainable companies;
|
• |
changes in government regulation;
|
• |
introduction of new technology by the Company or its competitors;
|
• |
commodity prices and in particular prices of oil and natural gas;
|
• |
the ability or willingness of OPEC to set and maintain production levels for oil;
|
• |
oil and gas production levels by non-OPEC countries;
|
• |
potential or actual military conflicts or acts of terrorism;
|
• |
natural disasters affecting the supply chain or use of petroleum products;
|
• |
the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts;
|
• |
the thin trading market for our common stock, which makes it somewhat illiquid;
|
• |
the Company’s capital structure;
|
• |
additions or departures of key personnel;
|
• |
announcements concerning us or our competitors;
|
• |
the general state of the securities market; and
|
• |
domestic and international economic, market and currency factors unrelated to our performance.
|
• |
our existing stockholders’ proportionate ownership interest in us will decrease;
|
• |
the amount of cash available per share, including for payment of dividends in the future, may decrease;
|
• |
the relative voting strength of each previously outstanding share of our common stock may be diminished; and
|
• |
the market price of our common stock may decline.
|
• |
our earnings, financial condition and anticipated cash requirements;
|
• |
the terms of any current or future credit facilities or loan agreements;
|
• |
the loss of a vessel or the acquisition of one or more vessels;
|
• |
required capital expenditures;
|
• |
increased or unanticipated expenses;
|
• |
future issuances of securities;
|
• |
disputes or legal actions; and
|
• |
the requirements of the laws of the Marshall Islands, which limit payments of dividends if we are, or could become, insolvent and generally prohibit the payment of dividends
other than from surplus (retaining earnings and the excess of consideration received for the sale of shares above the par value of the shares).
|
• |
providing for a classified board of directors with staggered, three year terms;
|
• |
authorizing the board of directors to issue so-called “blank check” preferred stock without stockholder approval;
|
• |
prohibiting cumulative voting in the election of directors;
|
• |
authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of two-thirds of the outstanding shares of our common stock cast at an
annual meeting of stockholders;
|
• |
prohibiting stockholder action by written consent unless consent is signed by all stockholders entitled to vote on the action;
|
• |
limiting the persons who may call special meetings of stockholders;
|
• |
establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder
meetings; and
|
• |
restricting business combinations with interested stockholders.
|
(1) |
the corporation’s stock is primarily and regularly traded on an established securities market in Malta, another country which grants a reciprocal exemption to U.S. corporations
or the United States, or
|
(2) |
more than fifty (50) percent of the value of the corporation’s stock is owned directly or indirectly by individuals who are residents of Malta or of another foreign country
which grants an equivalent exemption to U.S. corporations or by a corporation organized in a country which grants an equivalent exemption to U.S. corporations and whose stock is primarily and regularly traded on an established securities market
in that country, another country which grants an equivalent exemption to U.S. corporations, or the United States.
|
• |
senior to our common shares and any other class of equity securities the terms of which provide that such equity securities will rank junior to the Series A Preferred Shares;
|
• |
on parity (pari passu) with any equity securities the terms of which provide that such equity securities will rank without preference or
priority over the other; and
|
• |
junior to any equity securities the terms of which provide that such equity securities will rank senior to the Series A Preferred Shares, and to all of our existing and future
debt, including, prior to conversion of such debt, any debt convertible into our equity securities.
|
o |
on an actual basis;
|
o |
on an as adjusted basis to give effect to the following:
|
• |
The repayment of $530,000 in aggregate principal for loans with Amsterdam Trade Bank, N.V. ("ATB") on August 27, 2020;
|
• |
The application of $15.25 million in borrowings under the new Alpha Bank Facility, including the related repayment of $11.3 million on the HCOB Facility on July 8, 2020; and
|
• |
The issuance on July 1, 2020 of 68,410 restricted common shares to settle $56 thousand of quarterly interest paid to Maritime Investors Corp. under the Amended and Restated
Promissory Note.
|
o |
on a further adjusted basis to give effect to this offering and the application of the net proceeds therefrom, but not the exercise of Warrants to be issued in the offering.
|
As of June 30, 2020
|
||||||||||||
(In Thousands of U.S. Dollars)
|
Actual
|
As Adjusted(1)
|
As Further
Adjusted(2) |
|||||||||
Cash and cash equivalents, including restricted cash
|
$ |
3,911
|
$ |
7,338
|
$ |
13,558 |
||||||
Current portion of long-term debt
|
3,123
|
3,153
|
3,153
|
|||||||||
Long-term debt net of current portion
|
48,540
|
51,937
|
51,937
|
|||||||||
Promissory note
|
5,000
|
5,000
|
5,000
|
|||||||||
Total long-term debt
|
56,663
|
60,090
|
60,090
|
|||||||||
Common stock
|
21
|
22
|
22 | |||||||||
8.25% Series A Preferred Stock
|
—
|
—
|
6,220 |
|||||||||
Additional paid-in capital
|
75,267
|
75,323
|
75,323
|
|||||||||
Accumulated deficit
|
(45,587
|
)
|
(45,587
|
)
|
(45,587
|
) | ||||||
Total stockholders' equity
|
29,701
|
29,758
|
35,978 |
|||||||||
Total capitalization
|
$ |
86,364
|
$ |
89,848
|
$ |
96,068 |
||||||
Common Shares Outstanding
|
21,491,475
|
21,559,885
|
21,559,885
|
(1) |
As Adjusted reflects (a) refinancing of Pyxis Theta with the Alpha Bank Facility, (b) scheduled loan principal payments aggregating
$530,000 to ATB and (c) issuance of 68,410 common shares on July 1, 2020, under the Amended and Restated Promissory Note.
|
(2) |
As further adjusted reflects net proceeds from the offering, and excludes shares of common stock issuable upon the exercise of the Warrants and assumes that the Underwriter’s
option to purchase additional securities is not exercised.
|
Vessel Name
|
|
Shipyard
|
|
Vessel type
|
|
Carrying Capacity
(dwt)
|
|
|
Year Built
|
|
|
Type of Charter
|
|
Charter Rate
(per day) (1)
|
|
|
Earliest
Redelivery Date
|
|||
Pyxis Epsilon (2)
|
|
SPP* / S. Korea
|
|
MR
|
|
|
50,295
|
|
|
|
2015
|
|
|
Time
|
|
$
|
13,500
|
|
|
October 2020
|
Pyxis Theta (3)
|
|
SPP / S. Korea
|
|
MR
|
|
|
51,795
|
|
|
|
2013
|
|
|
Time
|
|
$
|
16,750
|
|
|
September 2020
|
Pyxis Malou (4)
|
|
SPP / S. Korea
|
|
MR
|
|
|
50,667
|
|
|
|
2009
|
|
|
Time
|
|
$
|
13,000
|
|
|
November 2020
|
Northsea Alpha (5)
|
|
Kejin / China
|
|
Small Tanker
|
|
|
8,615
|
|
|
|
2010
|
|
|
Spot
|
|
|
n/a
|
|
|
n/a
|
Northsea Beta (5)
|
|
Kejin / China
|
|
Small Tanker
|
|
|
8,647
|
|
|
|
2010
|
|
|
Spot
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
|
170,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
These are gross charter rates and do not reflect any commissions payable.
|
(2) |
Pyxis Epsilon is contracted with a charterer’s option to extend the charter at a gross rate of $15,000 for a further 3 months and
$16,500 for an additional 3 months thereafter.
|
(3) |
Pyxis Theta is contracted with a charterer’s right to extend the charter at the same rate to November, 2020.
|
(4) |
Pyxis Malou is contracted with a charterer's option to extend the charter for up to an additional three months at a rate of $13,500.
|
(5) |
Northsea Alpha and Northsea Beta are scheduled to have their special surveys during the fourth
quarter of 2020, with expected off-hire of 20 days per vessel and costs of $0.35 million each.
|
• |
Time charters: A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate. Under a time charter, the vessel owner provides crewing
and other services related to the vessel’s operation, the cost of which is included in the daily rate. The customer, also called a charterer, is responsible for substantially all of the vessel’s voyage expenses, which are costs related to a
particular voyage including the cost for bunkers and any port fees, cargo loading and unloading expenses, canal tolls and agency fees. In addition, a time charter may include a profit share component, which would enable us to participate in
increased profits in the event rates increase above the specified daily rate.
|
• |
Spot charters: A spot charter is a contract to carry a specific cargo for a single voyage. Spot charters for voyages involve the carriage of a specific amount and type of cargo
on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis. Under a spot voyage charter, the vessel owner is responsible for the payment of all expenses including voyage
expenses, such as port, canal and bunker costs.
|
|
|
Time Charters
|
|
Spot Charters
|
Typical contract length
|
|
Typically 3 months - 5 years or more
|
|
Indefinite but typically less than 3 months
|
Basis on which charter rate is paid
|
|
Per day
|
|
Per ton, typically
|
Voyage expenses
|
|
Charterer pays
|
|
We pay
|
Vessel operating costs (1)
|
|
We pay
|
|
We pay
|
Off-hire (2)
|
|
We pay
|
|
We pay
|
(1) |
We are responsible for vessel operating costs, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses and the commercial and
technical management fees payable to our ship managers. The largest components of our vessel operating costs are generally crews and repairs and maintenance.
|
(2) |
“Off-hire” refers to the time a vessel is not available for service due primarily to scheduled and unscheduled repairs or dry-docking.
|
• |
Pooling Arrangements. In pooling arrangements, vessels are managed by a single pool manager who markets a number of vessels as a single,
cohesive fleet and collects, or pools, their net earnings prior to distributing them to the individual owners, typically under a pre-arranged weighting system that recognizes a vessel’s earnings capacity based on various factors. The vessel
owner also generally pays commissions on pooling arrangements generally ranging from 1.25% to 5.0% of the earnings.
|
• |
Bareboat Charters. A bareboat charter is a contract pursuant to which the vessel owner provides the vessel to the charterer for a fixed
period of time at a specified daily rate, and the charterer generally provides for all of the vessel’s operating expenses in addition to the voyage costs and assumes all risk of operation. A bareboat charterer will generally be responsible for
operating and maintaining the vessel and will bear all costs and expenses with respect to the vessel, including dry-dockings and insurance.
|
• |
High Quality Fleet of Modern Tankers. As of the date of this prospectus, our fleet had a weighted average age of 8.3 years, based on dwt,
compared to an industry average of approximately 11 years, for the product tanker fleet. Our fleet of vessels consists mainly of MR tankers that were built in Korean shipyards. We believe these MR tankers, along with our smaller tankers,
provide our customers with high quality and reliable transportation of cargos at competitive operating costs. Owning a modern fleet reduces off-hire time, repairs and maintenance costs, including dry-docking expenses, and improves safety and
environmental performance. Also, lenders are attracted to modern, well maintained vessels, which can result in more reasonable terms for secured loans.
|
• |
Established Relationships with Charterers. We have developed long-standing relationships with a number of leading tanker charterers,
including major integrated and national oil companies, refiners, international trading firms and large vessel operators, which we believe will benefit us in the future as we continue to grow our business. Our customers have included, among
others, Trafigura, BP, Clearlake Shipping (a subsidiary of Gunvor), SK Energy, Equinor, Total, Valero,Vitol, ST Shipping (an affiliate of Glencore), Greenergy, Repsol, Koch and their respective subsidiaries. We strive to meet high standards of
operating performance, achieve cost-efficient operations, reliability and safety in all of our operations and maintain long-term relationships with our customers. We believe that our charterers value our fleet of modern, quality tankers as well
as our management team’s industry experience. These attributes should allow us to continue to charter our vessels and expand our fleet.
|
• |
Competitive Cost Structure. Even though we currently operate a relatively small number of vessels, we believe we are consistently very cost competitive
as compared to other companies in our industry. For example, during the six months ended June 30, 2020, our total daily operational costs (vessel operating expenses, technical and commercial management fees plus allocable general and
administration expenses) for our eco-efficient MR tankers averaged less than $8,000 per vessel. This is a result of our fleet profile, our experienced technical and commercial managers as well as the hands-on approach and substantial equity
ownership of our management team. Our technical manager, ITM, manages 53 tankers, including our vessels. Our technical and commercial management fees aggregate to approximately $755 per day per vessel, which is competitive within our
industry. Our collaborative approach between our management team and our external managers creates a scalable platform that we believe is able to deliver superior operational results at competitive costs and positions us for further growth.
Total daily operational costs is a non-U.S. GAAP measure. For a description of total daily operational costs and analysis of the components that make this measure, please see “Summary Financial Data – Non-U.S. GAAP Measures”.
|
• |
Well-Positioned to Capitalize on Improving Rates. We believe our current fleet is positioned to capitalize when spot and time charter
rates improve. As of the date of this prospectus, we had three tankers contracted under time charters, and two under spot voyages. As of August 24, 2020, 29% of our fleet’s remaining available days in 2020 were contracted, exclusive of
charterers’ options. For any additional tankers we may acquire, we expect to continue to employ our mixed chartering strategy.
|
• |
Experienced Management Team. Our three senior officers, led by our Chairman and Chief Executive Officer, Mr. Valentios (“Eddie”)
Valentis, have combined over 100 years of industry experience in shipping, including vessel ownership, acquisitions, divestitures, newbuildings, dry-dockings and vessel modifications, on-board operations, chartering, technical supervision,
corporate management, legal/regulatory, accounting and finance.
|
• |
Maintain High Quality Fleet of Modern Tankers. We intend to maintain a high quality fleet that meets rigorous industry standards and our
charterers’ requirements. We consider our fleet to be high quality based on the specifications to which our vessels were built and the reputation of each of the shipyards that built the vessels. We believe that our customers prefer the better
reliability, fewer off-hire days and greater operating efficiency of modern, high quality vessels. Our MR tankers are all eco-efficient and eco-modified designed vessels which offer the benefits of lower bunker consumption and reduced
emissions. In addition, we have been able to cost-effectively operate standard older MRs. We also intend to maintain the quality of our fleet through ITM’s comprehensive planned maintenance and preventive maintenance programs.
|
• |
Grow the Fleet Opportunistically. We plan to take advantage of what we believe to be attractive asset values in the product tanker sector
to expand our fleet through acquisitions. We believe that demand for tankers will expand as trade routes for liquid cargoes continue to evolve to developed markets, such as those in the United States and Europe, and as changes in refinery
production patterns in developing countries such as China and India, as well as in the Middle East, contribute to increases in the transportation of refined petroleum products. We believe that a diversified tanker fleet will enable us to serve
our customers across the major tanker trade routes and to continue to develop a global presence. We have strong relationships with reputable owners, charterers, banks and shipyards, which we believe will assist us in identifying attractive
vessel acquisition opportunities. We intend to focus primarily on the acquisition of IMO II and III class MR tankers of 10 years of age or less, which have been built in Tier 1 Asian shipyards and have modern bunker efficient designs given
demands for lower bunker consumption and concerns about environmental emissions. We will also consider acquisitions of newbuild vessels (also called re-sales), which typically have lower operating costs, and of fleets of existing vessels when
such acquisitions are accretive to stockholders or provide other strategic or operating advantages to us.
|
• |
Optimize the Operating Efficiency of our Fleet. We evaluate each of our existing and future vessels regarding their operating efficiency,
and if we believe it will advance the operation of our fleet and benefit our business, we may make vessel modifications to improve fuel consumption and meet stricter environmental standards. We will consider making such modifications when the
vessels complete their charter contracts or undergo scheduled dry-docking, including installation of required ballast water treatment systems, or with new acquisitions, at the time we acquire them. Among the modifications that we monitor and
may make in the future to our vessels include: fitting devices that reduce main engine bunker consumption without reducing available power and speed; fitting devices that improve bunker combustion and therefore bunker consumption for auxiliary
equipment; efficient electrical power generation and usage; minimizing hull and propeller frictional losses; systems that allow for optimized routing; and systems that allow for improved maintenance, reduced emissions, performance monitoring
and management. We refer to vessels that have one or more of these modifications as “eco-modified.” We have evaluated and successfully installed in vessels a variety of technologies and equipment that have resulted in operating efficiencies and
compliance with environmental standards. For example, we completed modifications on Pyxis Malou during its first special survey that we believe has resulted in our attaining an attractive return on such
capital investment in the first year of operation. We subsequently installed a ballast water treatment system (“BWTS”) during her recent second special survey in order to meet new environmental regulations. We will continue to build on our
experience with these and other modifications and seek methods to efficiently improve the operational performance of our vessels while keeping costs competitive and meet full regulatory compliance.
|
• |
Utilize Portfolio Approach for Commercial Employment. We expect to employ the vessels in our fleet under a mix of spot and time charters
(with and without profit share), bareboat charters and pooling arrangements. We expect to diversify our charters by customer and staggered duration. In addition, any long-term time charters we enter into with a profit sharing component will
offer us some protection when charter rates decrease, while allowing us to share in increased profits in the event rates improve. We believe that this portfolio approach to vessel employment is an integral part of risk management which will
provide us a base of stable cash flows while providing us the optionality to take advantage of rising charter rates and market volatility in the spot market.
|
• |
Preserve Strong Safety Record & Commitment to Customer Service and Support. Maritime and ITM have strong histories of complying with
rigorous health, safety and environmental protection standards and have excellent vessel safety records. We intend to maintain these high standards in order to provide our customers with a high level of safety, customer service and support.
|
• |
Maintain Financial Flexibility. We intend to maintain financial flexibility to selectively expand our fleet by targeting a balanced
capital structure of debt and equity. As part of our risk management policies, we expect to enter into time charters for most of the vessels we acquire, which provide us predictable cash flows for the duration of the charter and attract
lower-cost debt financing at more favorable terms. We believe this will allow us to build upon our strong commercial lending relationships and optimize our ability to access the public capital markets to respond opportunistically to changes in
our industry and financial market conditions.
|
• |
commercial management services, which include obtaining employment, that is, the chartering, for our vessels and managing our relationships with charterers;
|
• |
strategic management services, which include providing us with strategic guidance with respect to locating, purchasing, financing and selling vessels;
|
• |
technical management services, which include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society
compliance, supervising the maintenance and general efficiency of vessels, arranging the hire of qualified officers and crew, arranging and supervising dry-docking and repairs, arranging insurance for vessels, purchasing stores, supplies,
spares and new equipment for vessels, appointing supervisors and technical consultants and providing technical support; and
|
• |
shoreside personnel who carry out the management functions described above.
|
• |
for each vessel while in operation a fee of $325 per day subject to annual inflationary adjustments, and for each vessel under construction, a fee of $450 per day, plus an
additional daily fee, which is dependent on the seniority of the personnel, to cover the cost of the engineers employed to conduct the supervision (collectively the “Ship-Management Fees”);
|
• |
1.00% of the purchase price of any sale and purchase transaction from the seller of the vessel;
|
• |
1.25% of all chartering, hiring and freight revenue we receive that was procured by or through Maritime; and
|
• |
a lump sum of approximately $1.6 million per annum for the administrative services it provides to us, including the services of our executive officers and use of office space in
Maritime’s premises (the “Administration Fees”).
|
➢ |
mechanical failure or damage, for example by reason of the seizure of a main engine crankshaft;
|
➢ |
physical damage to the vessel by reason of a grounding, collision or fire; and
|
➢ |
other physical damage due to crew negligence.
|
➢ |
cargo loss or shortage incurred during the voyage;
|
➢ | damage to third party property, such as during a collision or berthing operation; |
➢ | personal injury or death to crew and/or passengers sustained due to accident; and |
➢ |
environmental damage, for example arising from marine disasters such as oil spills and other environmental mishaps.
|
➢ |
this would include business interruption, for example by reason of political disturbance, strikes or labor disputes, or physical damage to the vessel and/or crew and cargo
resulting from deliberate actions such as piracy, war-like actions between countries, terrorism and malicious acts or vandalism.
|
Type
|
|
Aggregate Sum Insured For All Vessels in our Existing Fleet
|
Hull and Machinery
|
|
$171.0 million
|
War Risk
|
|
$171.0 million
|
Protection and Indemnity (“P&I”)
|
|
Pollution liability claims: limited to $1.0 billion per vessel per incident
|
Year Ended December 31,
|
Six Months Ended
June 30, |
|||||||||||
Charterer
|
2018
|
2019
|
2020
|
|||||||||
Trafigura Maritime Logistics Pte. Ltd.
|
23
|
%
|
71
|
%
|
63
|
%
|
||||||
Koch Shipping Pte. Ltd.
|
15
|
%
|
—
|
—
|
||||||||
|
38
|
%
|
71
|
%
|
63
|
%
|
(i) |
increased trade due to higher stocking activity and improved demand for oil products
|
(ii) |
longer voyage distances because of refining capacity additions in Asia and the Middle East
|
(iii) |
encouraged by firm freight rates for dirty tankers, product tankers are also carrying crude oil
|
(iv) |
lower bunker prices contributed to higher net earnings
|
Vessels
|
2010-2019
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
||
Averages
|
Low
|
High
|
Averages
|
Averages
|
Averages
|
Averages
|
Averages
|
Averages
|
Averages
|
|
MR1
|
12,640
|
9,850
|
16,500
|
12,833
|
12,938
|
14,958
|
13,833
|
11,458
|
11,646
|
13,471
|
MR2
|
14,141
|
11,000
|
19,500
|
14,246
|
14,438
|
17,271
|
15,125
|
13,188
|
13,133
|
14,667
|
LR1
|
14,919
|
12,500
|
20,500
|
13,708
|
15,188
|
19,333
|
17,000
|
12,979
|
12,938
|
16,542
|
LR2
|
17,045
|
12,500
|
29,500
|
14,488
|
15,708
|
21,688
|
22,063
|
15,625
|
15,125
|
21,396
|
Year
|
Crude Oil
|
Oil Products
|
Chemicals
|
Total
|
Global GDP (IMF)
|
|||||
|
Million tons
|
% y-o-y
|
Million tons
|
% y-o-y
|
Million tons
|
% y-o-y
|
Million tons
|
% y-o-y
|
% y-o-y
|
|
2001
|
1,809
|
1.5%
|
518
|
3.0%
|
114
|
-3.1%
|
2,441
|
1.6%
|
2.3%
|
|
2002
|
1,795
|
-0.8%
|
519
|
0.3%
|
122
|
7.0%
|
2,436
|
-0.2%
|
2.9%
|
|
2003
|
1,899
|
5.8%
|
550
|
6.0%
|
129
|
5.9%
|
2,578
|
5.8%
|
3.7%
|
|
2004
|
2,011
|
5.9%
|
599
|
8.8%
|
141
|
9.5%
|
2,750
|
6.7%
|
5.0%
|
|
2005
|
2,039
|
1.4%
|
646
|
8.0%
|
156
|
10.5%
|
2,841
|
3.3%
|
4.6%
|
|
2006
|
2,057
|
0.9%
|
677
|
4.7%
|
166
|
6.5%
|
2,900
|
2.1%
|
5.5%
|
|
2007
|
2,040
|
-0.8%
|
723
|
6.8%
|
176
|
5.9%
|
2,939
|
1.4%
|
5.6%
|
|
2008
|
2,039
|
-0.1%
|
765
|
5.8%
|
179
|
1.8%
|
2,982
|
1.5%
|
3.0%
|
|
2009
|
1,946
|
-4.5%
|
777
|
1.6%
|
185
|
3.3%
|
2,908
|
-2.5%
|
-0.1%
|
|
2010
|
1,991
|
2.3%
|
810
|
4.3%
|
197
|
6.8%
|
2,998
|
3.1%
|
5.4%
|
|
2011
|
1,948
|
-2.1%
|
860
|
6.3%
|
207
|
4.7%
|
3,015
|
0.6%
|
4.3%
|
|
2012
|
2,049
|
5.2%
|
859
|
-0.2%
|
212
|
2.6%
|
3,120
|
3.5%
|
3.5%
|
|
2013
|
1,910
|
-6.8%
|
904
|
5.3%
|
252
|
19.1%
|
3,066
|
-1.7%
|
3.5%
|
|
2014
|
1,893
|
-0.9%
|
914
|
1.1%
|
252
|
-0.1%
|
3,060
|
-0.2%
|
3.6%
|
|
2015
|
1,963
|
3.7%
|
963
|
5.3%
|
266
|
5.4%
|
3,191
|
4.3%
|
3.5%
|
|
2016
|
2,050
|
4.4%
|
999
|
3.8%
|
267
|
0.6%
|
3,317
|
3.9%
|
3.4%
|
|
2017
|
2,110
|
2.9%
|
1,043
|
4.3%
|
283
|
5.8%
|
3,436
|
3.6%
|
3.8%
|
|
2018
|
2,105
|
-0.2%
|
1,058
|
1.4%
|
293
|
3.4%
|
3,455
|
0.6%
|
3.6%
|
|
2019
|
2,059
|
-2.2%
|
1,033
|
-2.4%
|
296
|
1.0%
|
3,388
|
-1.9%
|
3.0%
|
|
CAGR (2014-2019)
|
1.7%
|
2.5%
|
3.2%
|
2.1%
|
||||||
CAGR (2010-2019)
|
0.4%
|
2.7%
|
4.6%
|
1.4%
|
Product Tanker Type
|
Products
|
|
Product/Chemical
|
||
Sub Types/Size (Dwt)
|
Long Range 2 (LR2)
|
80,000+
|
|
Long Range 1 (LRI)
|
55-79,999
|
|
Long Range 1 (LRI)
|
55-79,999
|
|
Medium Range 2 (MR2)
|
37-54,999
|
|
Medium Range 2 (MR2)
|
37-54,999
|
|
Medium Range 1 (MR1)
|
25-36,999
|
|
Medium Range 1 (MR1)
|
25-36,999
|
|
Handy
|
10-24,999
|
|
Handy
|
10-24,999
|
|
|
|
Average Tank Size (1)
|
>3,000 cbm
|
|
>3,000 cbm
|
||
Tanks (2)
|
Coated/Uncoated
|
|
Coated
|
||
IMO Certification (3)
|
Non IMO
|
|
IMO 2/3 & IMO 3
|
||
Cargoes Carried (4)
|
Clean Products
|
|
Clean Products
|
||
|
Dirty Products
|
|
Vegetable Oils
|
||
|
|
|
|
Certain chemicals
|
(1) |
Product capable tankers with an average tank size above 3,000 cubic metres (cbm) are deemed to be Product or Product/Chemical tankers. Tankers with an average
tank size below 3,000 cbm are deemed to be chemical tankers.
|
(2) |
Type of tank coating. Coated ships includes epoxy, zinc etc, while some chemical tankers have all/part stainless steel tanks.
|
(3) |
International Maritime Organisation (IMO) Certificate of Fitness for the Carriage of Chemicals in Bulk.
|
(4) |
The main cargoes carried by each ship type.
|
• |
A single or spot voyage charter involves the carriage of a specific amount and type of cargo on
a load port to discharge port basis, subject to various cargo handling terms. Most of these charters are of a single or spot voyage nature. The cost of repositioning the ship to load the next cargo falls outside the charter and is at the cost
and discretion of the owner. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board by the agreed upon freight rate expressed on a per cargo ton basis. The owner is responsible for the payment of
all expenses including voyage, operating and capital costs of the vessel.
|
• |
A time charter involves the use of the vessel, either for a number of months or years or in few instances, for a trip between specific
delivery and redelivery positions. The charterer pays all voyage related costs. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible for the payment of all vessel-operating expenses and capital
costs of the vessel.
|
• |
A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same
route and enables the COA holder to nominate different ships to perform individual voyages. This arrangement constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number
of years. All of the ship’s operating voyage and capital costs are borne by the ship-owner. The freight rate is normally agreed on a per cargo ton basis.
|
• |
A bareboat charter involves the use of a vessel usually over long periods ranging up to several years. All voyage related costs,
including vessel fuel, or bunkers, and port dues as well as all vessel operating expenses, such as day-to-day operations, maintenance, crewing and insurance are the responsibility of the charterer. The owner of the vessel receives monthly
charter hire payments on a per day basis and is responsible only for the payment of capital costs related to the vessel.
|
Sector
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2010-19 CAGR %
|
Products
|
|||||||||||
Fuel Oil
|
248.3
|
259.0
|
241.3
|
256.6
|
255.3
|
254.1
|
253.8
|
253.5
|
247.0
|
231.5
|
-0.8%
|
Gasoil/Diesel
|
212.1
|
230.0
|
237.6
|
252.2
|
259.0
|
273.4
|
294.0
|
310.4
|
315.3
|
315.5
|
4.5%
|
Gasoline
|
136.4
|
147.7
|
146.2
|
148.3
|
149.3
|
165.2
|
179.4
|
186.1
|
193.2
|
197.2
|
4.2%
|
Kerosene/Jet Fuel
|
75.5
|
82.1
|
79.6
|
88.3
|
90.2
|
95.6
|
97.1
|
99.3
|
102.9
|
106.0
|
3.8%
|
Lubricating Oil
|
19.1
|
21.4
|
22.9
|
23.1
|
23.5
|
27.5
|
27.1
|
29.0
|
29.8
|
28.0
|
4.3%
|
Naphtha
|
50.8
|
49.8
|
49.6
|
54.2
|
94.2
|
96.5
|
96.2
|
96.5
|
94.3
|
87.5
|
6.2%
|
Other/Unknown
|
67.4
|
70.4
|
81.4
|
81.5
|
42.8
|
50.3
|
51.8
|
68.0
|
75.1
|
67.1
|
-0.1%
|
Total Products
|
809.5
|
860.3
|
858.7
|
904.2
|
914.3
|
962.5
|
999.4
|
1,042.8
|
1,057.6
|
1,032.7
|
2.7%
|
Vegetable Oils & Fats
|
61.5
|
63.6
|
68.7
|
70.1
|
72.7
|
79.8
|
75.3
|
81.3
|
81.9
|
84.9
|
3.7%
|
Bulk Liquid Chemicals
|
135.6
|
142.6
|
142.9
|
146.5
|
149.1
|
154.1
|
158.8
|
166.5
|
172.5
|
173.2
|
2.8%
|
Total
|
1,006.6
|
1,066.5
|
1,070.3
|
1,120.8
|
1,136.1
|
1,196.5
|
1,233.5
|
1,290.7
|
1,312.1
|
1,290.8
|
2.8%
|
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
OECD Americas
|
17,480
|
17,931
|
17,898
|
18,190
|
18,492
|
18,934
|
18,850
|
18,960
|
19,290
|
19,400
|
OECD Europe
|
12,377
|
12,265
|
11,935
|
11,942
|
11,304
|
11,232
|
11,900
|
11,920
|
12,300
|
12,000
|
OECD Asia Oceania
|
6,549
|
6,697
|
6,586
|
6,609
|
6,720
|
6,652
|
6,700
|
6,890
|
7,200
|
7,000
|
FSU
|
6,170
|
6,401
|
6,592
|
6,683
|
6,831
|
7,069
|
6,850
|
6,880
|
6,880
|
7,000
|
Non-OECD Europe
|
641
|
658
|
627
|
587
|
559
|
557
|
500
|
500
|
570
|
600
|
China
|
7,762
|
8,630
|
9,041
|
9,749
|
10,427
|
10,864
|
10,400
|
10,790
|
11,830
|
12,100
|
Other Asia
|
8,224
|
8,598
|
8,637
|
8,792
|
8,588
|
8,541
|
10,000
|
10,380
|
10,440
|
10,600
|
Latin America
|
4,729
|
4,678
|
4,873
|
4,470
|
4,589
|
4,545
|
4,550
|
4,200
|
3,830
|
3,500
|
Middle East
|
6,069
|
6,164
|
6,324
|
6,257
|
6,202
|
6,501
|
6,450
|
6,810
|
7,520
|
7,900
|
Africa
|
2,292
|
2,451
|
2,168
|
2,202
|
2,182
|
2,255
|
2,250
|
2,090
|
1,920
|
2,000
|
Total
|
72,293
|
74,471
|
74,682
|
75,482
|
75,894
|
77,149
|
78,450
|
79,420
|
81,780
|
82,100
|
(1) |
The difference between oil consumption and refinery throughput is accounted for by condensates, output gains; direct burning of crude oil and other non-gas
liquids.
|
(1) |
Assumes all announced plans go ahead as scheduled
|
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
2010-19 CAGR %
|
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|||||||||||
Trade - Million Tons
|
809.6
|
860.3
|
858.8
|
904.3
|
914.3
|
962.5
|
999.4
|
1042.8
|
1057.6
|
1032.7
|
2.7%
|
Ton Miles - Billion Ton Miles
|
2,514
|
2,566
|
2,586
|
2,733
|
2,859
|
3,023
|
3,115
|
3,112
|
3,220
|
3,222
|
2.8%
|
Avg Haul Length - Miles
|
3,105
|
2,983
|
3,011
|
3,022
|
3,127
|
3,141
|
3,117
|
2,984
|
3,045
|
3,120
|
0.1%
|
Vegetable Oils
|
|
||||||||||
Trade - Million Tons
|
61.5
|
63.6
|
68.7
|
70.1
|
72.7
|
79.8
|
75.3
|
81.3
|
81.7
|
84.9
|
3.7%
|
Ton Miles - Billion Ton Miles
|
263
|
255
|
282
|
297
|
298
|
330
|
312
|
337
|
334
|
340
|
2.9%
|
Avg Haul Length - Miles
|
4,279
|
4,008
|
4,107
|
4,240
|
4,104
|
4,138
|
4,141
|
4,143
|
4,088
|
3,997
|
-0.8%
|
Chemicals
|
|
||||||||||
Trade - Million Tons
|
135.6
|
142.6
|
142.9
|
146.5
|
149.4
|
154.1
|
158.8
|
166.5
|
172.5
|
173.2
|
2.8%
|
Ton Miles - Billion Ton Miles
|
475
|
501
|
493
|
490
|
497
|
521
|
555
|
583
|
615
|
630
|
3.2%
|
Avg Haul Length - Miles
|
3,500
|
3,512
|
3,453
|
3,341
|
3,323
|
3,380
|
3,496
|
3,500
|
3,567
|
3,634
|
0.4%
|
Total
|
|||||||||||
Trade - Million Tons
|
1,007
|
1,067
|
1,070
|
1,121
|
1,136
|
1,196
|
1,234
|
1,291
|
1,312
|
1,291
|
2.8%
|
Ton Miles - Billion Ton Miles
|
3,251
|
3,322
|
3,361
|
3,519
|
3,654
|
3,875
|
3,982
|
4,032
|
4,170
|
4,191
|
2.9%
|
Avg Haul Length - Miles
|
3,230
|
3,115
|
3,140
|
3,140
|
3,215
|
3,238
|
3,228
|
3,124
|
3,178
|
3,247
|
0.1%
|
Exporter
|
Importer
|
2010
|
2011
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
CAGR %
|
|
|
|
|
|
|
|
|
|
|
|
|
10-19
|
India
|
Brazil
|
2,432
|
3,079
|
3,456
|
2,700
|
5,149
|
1,519
|
294
|
50
|
186
|
856
|
-11.0%
|
Saudi Arabia
|
906
|
1,395
|
4,624
|
7,050
|
7,828
|
3,771
|
1,092
|
660
|
667
|
646
|
-3.7%
|
|
Singapore
|
7,961
|
9,865
|
10,882
|
8,547
|
7,426
|
6,223
|
9,389
|
13,577
|
10,465
|
8,095
|
0.2%
|
|
United Arab Emirates
|
7,885
|
7,134
|
7,046
|
4,534
|
6,940
|
6,959
|
8,095
|
7,985
|
9,263
|
9,643
|
2.3%
|
|
United States
|
952
|
1,689
|
1,377
|
3,507
|
4,585
|
3,428
|
3,655
|
3,555
|
4,125
|
3,653
|
16.1%
|
|
Total named routes
|
20,136
|
23,161
|
27,384
|
26,337
|
31,929
|
21,900
|
22,524
|
25,827
|
24,706
|
22,893
|
1.4%
|
|
Russia
|
Germany
|
437
|
340
|
662
|
1,609
|
3,729
|
3,310
|
2,453
|
2,289
|
3,128
|
2,787
|
22.9%
|
Netherlands
|
16,325
|
15,741
|
18,350
|
18,127
|
19,107
|
20,244
|
16,961
|
14,619
|
13,076
|
13,514
|
-2.1%
|
|
Singapore
|
3,769
|
1,999
|
1,819
|
836
|
5,979
|
5,619
|
5,726
|
7,557
|
4,930
|
4,984
|
3.2%
|
|
South Korea
|
700
|
852
|
1,419
|
2,946
|
6,156
|
7,445
|
3,980
|
3,504
|
5,466
|
5,071
|
24.6%
|
|
Turkey
|
10,719
|
8,944
|
9,081
|
6,539
|
5,041
|
6,102
|
6,571
|
8,176
|
9,483
|
7,528
|
-3.9%
|
|
United States
|
3,784
|
6,073
|
4,491
|
4,469
|
5,953
|
8,426
|
12,102
|
8,506
|
7,226
|
10,908
|
12.5%
|
|
Total named routes
|
35,734
|
33,949
|
35,823
|
34,525
|
45,965
|
51,146
|
47,793
|
44,651
|
43,309
|
44,791
|
2.5%
|
|
Saudi Arabia
|
Singapore
|
2,775
|
4,029
|
4,200
|
4,141
|
5,857
|
4,466
|
5,072
|
4,740
|
4,735
|
3,194
|
1.6%
|
United Arab Emirates
|
Singapore
|
3,140
|
3,687
|
4,100
|
5,782
|
5,884
|
6,343
|
5,482
|
4,244
|
5,354
|
8,872
|
12.2%
|
Total named routes
|
5,914
|
7,715
|
8,300
|
9,922
|
11,741
|
10,809
|
10,554
|
8,984
|
10,089
|
12,067
|
8.2%
|
|
United States
|
Brazil
|
3,434
|
4,195
|
5,628
|
4,891
|
6,182
|
4,848
|
8,558
|
13,756
|
11,973
|
16,667
|
19.2%
|
Chile
|
3,136
|
5,356
|
6,079
|
5,634
|
5,727
|
6,124
|
6,076
|
6,310
|
6,911
|
5,938
|
7.3%
|
|
Colombia
|
3,242
|
3,159
|
3,756
|
5,915
|
7,384
|
8,998
|
6,928
|
4,777
|
4,686
|
5,684
|
6.4%
|
|
Ecuador
|
2,873
|
2,527
|
2,607
|
3,442
|
4,237
|
4,618
|
3,908
|
4,005
|
4,125
|
3,992
|
3.7%
|
|
France
|
982
|
2,027
|
3,186
|
4,756
|
4,862
|
4,680
|
4,063
|
3,183
|
2,575
|
1,804
|
7.0%
|
|
Netherlands
|
7,659
|
10,552
|
10,926
|
10,723
|
9,134
|
8,811
|
7,664
|
6,079
|
6,992
|
5,327
|
-4.0%
|
|
Panama
|
4,135
|
4,917
|
5,932
|
6,251
|
6,819
|
6,459
|
4,725
|
5,165
|
5,460
|
6,314
|
4.8%
|
|
Singapore
|
6,119
|
5,954
|
5,786
|
6,800
|
5,703
|
4,694
|
4,785
|
5,883
|
5,389
|
2,075
|
-11.3%
|
|
Total named routes
|
31,580
|
38,688
|
43,899
|
48,413
|
50,049
|
49,232
|
46,705
|
49,158
|
48,111
|
47,801
|
4.7%
|
|
China
|
Singapore
|
4,312
|
1,811
|
1,961
|
3,783
|
4,160
|
6,850
|
10,503
|
12,297
|
14,868
|
14,945
|
14.8%
|
Panama
|
4,371
|
5,321
|
5,019
|
4,144
|
3,471
|
3,276
|
3,223
|
3,322
|
3,187
|
2,770
|
-4.9%
|
|
South Korea
|
883
|
1,133
|
1,328
|
1,539
|
1,813
|
2,261
|
2,017
|
3,295
|
2,679
|
3,078
|
14.9%
|
|
Vietnam
|
1,663
|
1,247
|
1,272
|
1,525
|
1,934
|
1,902
|
1,488
|
1,238
|
1,755
|
2,255
|
3.4%
|
|
Indonesia
|
2,638
|
2,865
|
2,131
|
2,594
|
2,096
|
1,212
|
936
|
1,003
|
737
|
1,151
|
-8.8%
|
|
Australia
|
88
|
104
|
196
|
147
|
599
|
1,453
|
2,472
|
1,676
|
2,724
|
4,124
|
53.3%
|
|
Total named routes
|
13,955
|
12,480
|
11,908
|
13,732
|
14,073
|
16,954
|
20,640
|
22,833
|
25,949
|
28,324
|
8.2%
|
Class of Tanker
|
Cargo Capacity (Dwt)
|
Typical Use
|
Long Range 2 (LR2)
|
80,000 +
|
Short- to medium-haul crude oil and refined petroleum products transportations from the North Sea or West Africa to Europe or the East
Coast of the United States, from the Middle East Gulf to the Pacific Rim.
|
Long Range 1 (LR1)
|
55,000 - 79,999
|
Short- to medium-haul crude oil and refined petroleum products transportations worldwide, mostly on regional trade routes.
|
Medium Range 2 (MR2)
|
37,000-54,999
|
Flexible vessels involved in medium-haul petroleum products trades both in the Atlantic Basin and the growing intra-Asian/Middle
East/ISC trades.
|
Medium Range 1 (MR1)
|
25,000-36,999
|
|
Small
|
1,000 - 24,999
|
Short-haul of mostly refined petroleum products worldwide, usually on local or regional trade routes.
|
Total Product Fleet
|
Deadweight Tons (Dwt)
|
Number of Vessels
|
% of Fleet
|
Capacity '000 Dwt
|
% of Fleet
|
Long Range 2 (LR2)
|
80,000+
|
350
|
12.1
|
38,819
|
24.7
|
Long Range 1 (LR1)
|
55-79,999
|
378
|
13.1
|
27,788
|
17.7
|
Medium Range 2 (MR2)
|
37-54,999
|
1,768
|
61.3
|
82,688
|
52.6
|
Medium Range 1 (MR1)
|
25-36,999
|
119
|
4.1
|
3,975
|
2.5
|
Handy
|
10-24,999
|
269
|
9.3
|
3,961
|
2.5
|
Total
|
|
2,884
|
100.0
|
157,230
|
100.0
|
|
|||||
Of Which:
|
|||||
Product Tankers
|
Deadweight Tons (Dwt)
|
Number of Vessels
|
% of Fleet
|
Capacity '000 Dwt
|
% of Fleet
|
Long Range 2 (LR2)
|
80,000+
|
347
|
23.2
|
38,521
|
42.4
|
Long Range 1 (LRI)
|
55-79,999
|
337
|
22.6
|
24,767
|
27.2
|
Medium Range 2 (MR2)
|
37-54,999
|
450
|
30.1
|
20,716
|
22.8
|
Medium Range 1 (MR1)
|
25-36,999
|
90
|
6.0
|
2,952
|
3.2
|
Handy
|
10-24,999
|
269
|
18.0
|
3,961
|
4.4
|
Total
|
|
1,493
|
100.0
|
90,917
|
100.0
|
Product/Chemical
|
Deadweight Tons (Dwt)
|
Number of Vessels
|
% of Fleet
|
Capacity '000 Dwt
|
% of Fleet
|
Long Range 2 (LR2)
|
80,000+
|
3
|
0.2
|
298
|
0.4
|
Long Range 1 (LRI)
|
55-79,999
|
41
|
2.9
|
3,020
|
4.6
|
Medium Range 2 (MR2)
|
37-54,999
|
1,318
|
94.8
|
61,971
|
93.5
|
Medium Range 1 (MR1)
|
25-36,999
|
29
|
2.1
|
1,024
|
1.5
|
Handy
|
10-24,999
|
0
|
0.0
|
0
|
0.0
|
Total
|
|
1,391
|
100.0
|
66,313
|
100.0
|
(1) |
As of June 30, 2020. Excludes U.S. flag vessels
|
Total Product Fleet
|
|
|
|
Scheduled Year of Delivery
|
|||||||
Vessel Size
|
Deadweight Tons (Dwt)
|
Orderbook
|
% Fleet
|
2020
|
2021
|
2022+
|
|||||
No
|
000 Dwt
|
No
|
Dwt
|
No
|
000 Dwt
|
No
|
000 Dwt
|
No
|
000 Dwt
|
||
Long Range 2 (LR2)
|
80,000+
|
48
|
5,398
|
13.7
|
13.9
|
9
|
937
|
21
|
2,345
|
18
|
2,116
|
Long Range 1 (LR1)
|
55-79,999
|
3
|
229
|
0.8
|
0.8
|
3
|
229
|
0
|
0
|
0
|
0
|
Medium Range 2 (MR2)
|
37-54,999
|
108
|
5,368
|
6.1
|
6.5
|
37
|
1,823
|
59
|
2,940
|
12
|
605
|
Medium Range 1 (MR1)
|
25-36,999
|
21
|
642
|
17.6
|
16.2
|
9
|
274
|
9
|
264
|
3
|
104
|
Handy
|
10-24,999
|
9
|
134
|
3.3
|
3.4
|
7
|
105
|
2
|
29
|
0
|
0
|
Total
|
|
189
|
11,771
|
6.6
|
7.5
|
65
|
3,368
|
91
|
5,577
|
33
|
2,826
|
|
|
|
|
|
|
|
|
|
|
|
|
Of Which:
|
|||||||||||
Product Tankers
|
Deadweight Tons (Dwt)
|
Orderbook
|
% Fleet
|
2020
|
2021
|
2022+
|
|||||
No
|
000 Dwt
|
No
|
Dwt
|
No
|
000 Dwt
|
No
|
000 Dwt
|
No
|
000 Dwt
|
||
Long Range 2 (LR2)
|
80,000+
|
48
|
5,398
|
13.8
|
14.0
|
9
|
937
|
21
|
2,345
|
18
|
2,116
|
Long Range 1 (LRI)
|
55-79,999
|
2
|
152
|
0.6
|
0.6
|
2
|
152
|
0
|
0
|
0
|
0
|
Medium Range 2 (MR2)
|
37-54,999
|
20
|
1,008
|
4.4
|
4.9
|
7
|
348
|
8
|
404
|
5
|
256
|
Medium Range 1 (MR1)
|
25-36,999
|
0
|
0
|
0.0
|
0.0
|
0
|
0
|
0
|
0
|
0
|
0
|
Handy
|
10-24,999
|
8
|
110
|
3.0
|
2.8
|
6
|
81
|
2
|
29
|
0
|
0
|
Total
|
|
78
|
6,668
|
5.2
|
7.3
|
24
|
1,518
|
31
|
2,778
|
23
|
2,372
|
Product/Chemical
|
Deadweight Tons (Dwt)
|
Orderbook
|
% Fleet
|
2020
|
2021
|
2022+
|
|||||
No
|
000 Dwt
|
No
|
Dwt
|
No
|
000 Dwt
|
No
|
000 Dwt
|
No
|
000 Dwt
|
||
Long Range 2 (LR2)
|
80,000+
|
0
|
0
|
0.0
|
0.0
|
0
|
0
|
0
|
0
|
0
|
0
|
Long Range 1 (LRI)
|
55-79,999
|
1
|
77
|
2.4
|
2.5
|
1
|
77
|
0
|
0
|
0
|
0
|
Medium Range 2 (MR2)
|
37-54,999
|
88
|
4,360
|
6.7
|
7.0
|
30
|
1,475
|
51
|
2,535
|
7
|
350
|
Medium Range 1 (MR1)
|
25-36,999
|
21
|
642
|
72.4
|
62.7
|
9
|
274
|
9
|
264
|
3
|
104
|
Handy
|
10-24,999
|
1
|
24
|
0.0
|
0.0
|
1
|
24
|
0
|
0
|
0
|
0
|
Total
|
|
111
|
5,103
|
8.0
|
7.7
|
41
|
1,850
|
60
|
2,799
|
10
|
454
|
(1) |
As of June 30, 2020. Excludes U.S. flag vessels
|
Product
|
< 5 Yrs
|
5-10 Yrs
|
10-15 Yrs
|
15-20 Yrs
|
20-25 Yrs
|
25+ Yrs
|
Average Age - Yrs
|
10-24,999 Dwt
|
10.4%
|
17.1%
|
16.0%
|
10.4%
|
13.0%
|
33.1%
|
19.1
|
25-36,999 Dwt
|
1.1%
|
14.4%
|
5.6%
|
41.1%
|
21.1%
|
16.7%
|
19.4
|
37-54,999 Dwt
|
1.1%
|
13.8%
|
40.0%
|
29.3%
|
11.8%
|
4.0%
|
14.8
|
55-79,999 Dwt
|
14.2%
|
18.4%
|
47.2%
|
18.4%
|
1.5%
|
0.3%
|
11.2
|
80,000+ Dwt
|
37.5%
|
21.9%
|
28.2%
|
7.5%
|
4.6%
|
0.3%
|
8.4
|
Product/Chemical
|
< 5 Yrs
|
5-10 Yrs
|
10-15 Yrs
|
15-20 Yrs
|
20-25 Yrs
|
25+ Yrs
|
Average Age - Yrs
|
10-24,999 Dwt
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
|
25-36,999 Dwt
|
0.0%
|
3.4%
|
27.6%
|
58.6%
|
10.3%
|
0.0%
|
16.5
|
37-54,999 Dwt
|
26.1%
|
24.7%
|
32.9%
|
13.3%
|
2.9%
|
0.1%
|
9.4
|
55-79,999 Dwt
|
34.1%
|
22.0%
|
39.0%
|
0.0%
|
4.9%
|
0.0%
|
8.1
|
80,000+ Dwt
|
0.0%
|
0.0%
|
0.0%
|
100.0%
|
0.0%
|
0.0%
|
15.7
|
(1) |
Based on June 30, 2020 fleet
|
Year
Period Average |
|
MR1
|
MR2
|
LR1
|
LR2
|
|||
|
Med-Med (Clean)
|
NEW-Caribs/USES (Clean)
|
AG-Japan (Clean)
|
AG-Japan (Clean)
|
||||
2010
|
|
8,908
|
9,875
|
6,608
|
11,580
|
|||
2011
|
|
6,750
|
8,442
|
2,408
|
7,515
|
|||
2012
|
|
8,117
|
7,875
|
4,800
|
8,246
|
|||
2013
|
|
9,375
|
9,142
|
5,417
|
8,490
|
|||
2014
|
|
12,125
|
6,875
|
8,858
|
14,283
|
|||
2015
|
|
21,050
|
20,133
|
21,742
|
28,673
|
|||
2016
|
|
11,633
|
13,200
|
12,142
|
14,858
|
|||
2017
|
|
10,386
|
7,442
|
7,225
|
7,936
|
|||
2018
|
|
8,931
|
6,196
|
8,082
|
9,411
|
|||
2019
|
|
13,325
|
10,739
|
14,252
|
18,698
|
|||
Jun-20
|
6,142
|
9,051
|
10,770
|
17,017
|
||||
2010-2019
|
|
|||||||
Averages
|
|
11,060
|
9,992
|
9,153
|
12,981
|
|||
Low
|
|
197
|
1,100
|
-3,800
|
-1,252
|
|||
High
|
|
36,448
|
26,100
|
35,800
|
49,945
|
(1) |
TCE rates are based on normal sailing speeds/consumption. In weak freight markets this can theoretically lead to negative rates, but in most cases, this is
avoided by reducing sailing speeds and fuel consumption.
|
• |
Falling crude oil prices;
|
• |
Increased trade due to higher stocking activity and improved demand for oil products;
|
• |
Longer voyage distances because of refining capacity additions in Asia;
|
• |
Product tankers also carrying crude encouraged by firm charter rates for dirty tankers;
|
• |
Lower bunker prices contributing to higher net earnings; and
|
• |
Freight rates remaining firm throughout 2015, leading to higher revenue and improved profitability for ship-owners.
|
Year
Period Average |
|
|
|
|
MR1
|
MR2
|
LR1
|
LR2
|
|
2010
|
11,038
|
12,388
|
14,608
|
16,333
|
2011
|
12,208
|
13,633
|
13,767
|
14,758
|
2012
|
12,013
|
13,325
|
13,129
|
13,263
|
2013
|
12,833
|
14,246
|
13,708
|
14,488
|
2014
|
12,938
|
14,438
|
15,188
|
15,708
|
2015
|
14,958
|
17,271
|
19,333
|
21,688
|
2016
|
13,833
|
15,125
|
17,000
|
22,063
|
2017
|
11,458
|
13,188
|
12,979
|
15,625
|
2018
|
11,646
|
13,133
|
12,938
|
15,125
|
2019
|
13,471
|
14,667
|
16,542
|
21,396
|
Jun-20
|
13,500
|
15,000
|
17,500
|
23,000
|
2010-2019
|
|
|
|
|
Averages
|
12,640
|
14,141
|
14,919
|
17,045
|
Low
|
9,850
|
11,000
|
12,500
|
12,500
|
High
|
16,500
|
19,500
|
20,500
|
29,500
|
|
MR2
|
|||||
End Year
|
NB Price
|
NB Price Average
|
SH Price - 5 Yrs Old
|
SH Price Average
(5 Yrs Old)
|
SH Price - 10 Yrs Old
|
SH Price Average (10 Yrs Old)
|
2010
|
36.0
|
35.0
|
24.0
|
26.4
|
18.0
|
17.6
|
2011
|
36.0
|
35.0
|
27.0
|
26.4
|
18.0
|
17.6
|
2012
|
33.0
|
35.0
|
24.0
|
26.4
|
15.0
|
17.6
|
2013
|
35.0
|
35.0
|
29.0
|
26.4
|
19.0
|
17.6
|
2014
|
37.0
|
35.0
|
24.0
|
26.4
|
16.0
|
17.6
|
2015
|
36.0
|
35.0
|
27.0
|
26.4
|
19.0
|
17.6
|
2016
|
32.0
|
35.0
|
22.0
|
26.4
|
15.0
|
17.6
|
2017
|
33.0
|
35.0
|
24.0
|
26.4
|
16.0
|
17.6
|
2018
|
36.0
|
35.0
|
27.0
|
26.4
|
18.0
|
17.6
|
2019
|
36.0
|
35.0
|
30.0
|
26.4
|
19.0
|
17.6
|
Jun-20
|
35.0
|
35.0
|
27.0
|
26.4
|
18.0
|
17.6
|
• |
SECONDONE CORPORATION LTD, established under the laws of the Republic of Malta (“Secondone”);
|
• |
THIRDONE CORPORATION LTD, established under the laws of the Republic of Malta (“Thirdone”);
|
• |
FOURTHONE CORPORATION LTD, established under the laws of the Republic of Malta (“Fourthone”);
|
• |
SEVENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Seventhone”); and
|
• |
EIGHTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Eighthone,” and collectively with Secondone, Thirdone, Fourthone, Sixthone* and Seventhone,
the “Vessel-owning companies”).
|
• |
SIXTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Sixthone”).
|
Vessel-owning company
|
Incorporation date
|
Vessel
|
DWT
|
Year built
|
Acquisition date
|
|||||
Secondone
|
|
05/23/2007
|
|
Northsea Alpha
|
|
8,615
|
|
2010
|
05/28/2010
|
|
Thirdone
|
|
05/23/2007
|
|
Northsea Beta
|
|
8,647
|
|
2010
|
05/25/2010
|
|
Fourthone
|
|
05/30/2007
|
|
Pyxis Malou
|
|
50,667
|
|
2009
|
02/16/2009
|
|
Sixthone
|
|
01/15/2010
|
|
Pyxis Delta *
|
|
46,616
|
|
2006
|
03/04/2010
|
|
Seventhone
|
|
05/31/2011
|
|
Pyxis Theta
|
|
51,795
|
|
2013
|
09/16/2013
|
|
Eighthone
|
|
02/08/2013
|
|
Pyxis Epsilon
|
|
50,295
|
|
2015
|
01/14/2015
|
Statements of Comprehensive Loss Data
|
Six Months ended June 30,
|
|||||||
(In thousands of U.S. Dollars, except per share data)
|
2019
|
2020
|
||||||
Revenues, net
|
$
|
13,180
|
$
|
12,124
|
||||
Voyage related costs and commissions
|
(2,926
|
)
|
(2,629
|
)
|
||||
Vessel operating expenses
|
(6,402
|
)
|
(5,228
|
)
|
||||
General and administrative expenses
|
(1,187
|
)
|
(1,113
|
)
|
||||
Management fees, related parties
|
(359
|
)
|
(332
|
)
|
||||
Management fees, other
|
(465
|
)
|
(432
|
)
|
||||
Amortization of special survey costs
|
(117
|
)
|
(97
|
)
|
||||
Depreciation
|
(2,705
|
)
|
(2,189
|
)
|
||||
Gain from the sale of vessel, net
|
-
|
7
|
||||||
Bad debt provisions
|
(26
|
)
|
-
|
|||||
(Loss) / Gain from financial derivative instrument
|
(25
|
)
|
2
|
|||||
Interest and finance costs, net
|
(2,905
|
)
|
(2,516
|
)
|
||||
Net loss
|
$
|
(3,937
|
)
|
$
|
(2,403
|
)
|
||
|
||||||||
Loss per common share, basic and diluted
|
$
|
(0.19
|
)
|
$
|
(0.11
|
)
|
||
|
||||||||
Weighted average number of shares, basic and diluted
|
21,072,472
|
21,455,291
|
Balance Sheets Data
|
December 31,
|
June 30,
|
||||||
(In thousands of U.S. Dollars)
|
2019
|
2020
|
||||||
|
||||||||
Total current assets
|
$
|
17,235
|
$
|
1,745
|
||||
Total other non-current assets
|
4,027
|
4,238
|
||||||
Total fixed assets, net
|
87,507
|
85,318
|
||||||
Total assets
|
108,769
|
91,301
|
||||||
Total current liabilities
|
22,536
|
8,425
|
||||||
Total non-current liabilities
|
54,233
|
53,175
|
||||||
Total stockholders’ equity
|
$
|
32,000
|
$
|
29,701
|
Statements of Cash Flows Data
|
Six Months ended June 30,
|
|||||||
(In thousands of U.S. Dollars)
|
2019
|
2020
|
||||||
|
||||||||
Net cash provided by / (used in) operating activities
|
$
|
3,183
|
$
|
(7,116
|
)
|
|||
Net cash (used in) / provided by investing activities
|
(268
|
)
|
13,141
|
|||||
Net cash used in financing activities
|
(2,159
|
)
|
(7,290
|
)
|
||||
Change in cash and cash equivalents and restricted cash
|
$
|
756
|
$
|
(1,265
|
)
|
Fleet data
|
Six Months ended June 30,
|
|||||||
|
2019
|
2020
|
||||||
Ownership days (1)
|
1,086
|
910
|
||||||
Available days (2)
|
1,058
|
898
|
||||||
Operating days (3)
|
924
|
802
|
||||||
Utilization % (4)
|
87.3
|
%
|
89.3
|
%
|
||||
Daily time charter equivalent rate (5)
|
$
|
11,096
|
$
|
11,844
|
||||
Average number of vessels (6)
|
6.0
|
5.1
|
||||||
Number of vessels at period end
|
6
|
5
|
||||||
Weighted average age of vessels at period end (7)
|
8.3
|
8.1
|
(1) |
Ownership days are the total number of days in a period during which we owned each of the vessels in our fleet. Ownership days are an indicator of the size
of our fleet over a period and affect both the amount of revenues generated and the amount of expenses incurred during the respective period.
|
(2) |
Available days are the number of ownership days in a period, less the aggregate number of days that our vessels were off-hire due to scheduled repairs or
repairs under guarantee, vessel upgrades or special surveys and intermediate dry-dockings and the aggregate number of days that we spent positioning our vessels during the respective period for such repairs, upgrades and surveys. Available days
measures the aggregate number of days in a period during which vessels should be capable of generating revenues.
|
(3) |
Operating days are the number of available days in a period, less the aggregate number of days that our vessels were off-hire or out of service due to any
reason, including technical breakdowns and unforeseen circumstances. Operating days measures the aggregate number of days in a period during which vessels actually generate revenues.
|
(4) |
We calculate utilization (“Utilization”) by dividing the number of operating days during a period by the number of available days during the same period. The
shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under
guarantee, vessel upgrades, special surveys and intermediate dry-dockings or vessel positioning.
|
(5) |
Daily Time Charter Equivalent (“TCE”) rate is a standard shipping industry performance measure of the average daily revenue performance of a vessel on a per
voyage basis. TCE is not calculated in accordance with U.S. GAAP. We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e., spot
charters, time charters and bareboat charters) under which our vessels may be employed between the periods. Our management also utilizes TCE to assist them in making decisions regarding employment of the vessels. We believe that our method of
calculating TCE is consistent with industry standards and is calculated by dividing voyage revenues after deducting voyage expenses, including commissions, by operating days for the relevant period. Voyage expenses primarily consist of
brokerage commissions, port, canal and bunker costs that are unique to a particular voyage, which would otherwise be paid by the charter under a time charter contract.
|
(6) |
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each
vessel was part of our fleet during such period divided by the number of calendar days in the period.
|
(7) |
Weighted average age of the fleet is the sum of the ages of our vessels, weighted by the dead weight tonnage (“dwt”) of each vessel on the total fleet dwt.
|
|
Six Months ended June 30,
(thousands of U.S. Dollars, except for operating days and daily TCE rates)
|
|||||||
|
2019
|
2020
|
||||||
Revenues, net
|
$
|
13,180
|
$
|
12,124
|
||||
Voyage related costs and commissions
|
(2,926
|
)
|
(2,629
|
)
|
||||
Time charter equivalent revenues
|
$
|
10,254
|
$
|
9,495
|
||||
|
||||||||
Operating days for fleet
|
924
|
802
|
||||||
|
||||||||
Daily TCE rate (1)
|
$
|
11,096
|
$
|
11,844
|
(Amounts in U.S. Dollars)
|
Six Months Ended June 30,
|
|||||||
|
2019
|
2020
|
||||||
Eco-Efficient MR2: (2 of our vessels)
|
||||||||
TCE
|
13,673
|
15,060
|
||||||
Opex
|
5,771
|
5,966
|
||||||
Utilization%
|
100.0
|
%
|
98.0
|
%
|
||||
Eco-Modified MR2: (1 of our vessels)
|
||||||||
TCE
|
12,809
|
15,286
|
||||||
Opex
|
7,228
|
6,078
|
||||||
Utilization %
|
98.0
|
%
|
100.0
|
%
|
||||
Standard MR2: (1 of our vessels)
|
||||||||
TCE
|
12,329
|
-
|
||||||
Opex
|
5,959
|
-
|
||||||
Utilization %
|
100.0
|
%
|
-
|
|||||
Small Tankers: (2 of our vessels)
|
||||||||
TCE
|
4,981
|
5,533
|
||||||
Opex
|
5,319
|
4,954
|
||||||
Utilization %
|
63.8
|
%
|
75.5
|
%
|
||||
Fleet: (6 vessels / 5 vessels) *
|
||||||||
TCE
|
11,096
|
11,844
|
||||||
Opex
|
5,895
|
5,584
|
||||||
Utilization %
|
87.3
|
%
|
89.3
|
%
|
• |
Revenues, net: Revenues, net of $12.1 million for the six months ended June 30, 2020, represented a decrease of $1.1 million, or 8.0%,
from $13.2 million in the comparable period in 2019. The decrease in revenues, net during the six-month period ended June 30, 2020 was attributed to the decrease of the total available days from 1,058 during the six months ended June 30, 2019,
to 898 during the same period in 2020, as a result of the sale of our oldest MR, the Pyxis Delta, on January 13, 2020. Furthermore, the decrease in our revenues, net was also a function of lower spot chartering activity of our MRs during the
six-month period ended June 30, 2020, compared to the same period in 2019, partially offset by higher rates.
|
• |
Voyage related costs and commissions: Voyage related costs and commissions of $2.6 million for the six months ended June 30, 2020,
represented a decrease of $0.3 million, or 10.2%, from $2.9 million in the comparable period in 2019. The decrease was primarily attributed to lower spot chartering activity for our MRs (48 days during the six months ended June 30, 2019,
compared to 29 days during the comparable period in 2020), which incurs voyage costs. Under spot charters, all voyage expenses are typically borne by us rather than the charterer and a decrease in spot chartering results in a decrease in voyage
related costs and commissions. Furthermore, the decrease in revenues, net during the six months ended June 30, 2020, resulted in lower commissions compared to the same period in 2019, contributing further to the decrease in voyage related costs
and commissions.
|
• |
Vessel operating expenses: Vessel operating expenses for the six months ended June 30, 2020 were $5.2 million, represented a decrease of
$1.2 million, or 18.3%, from $6.4 million in the comparable period in 2019 mainly attributed to the sale of Pyxis Delta.
|
• |
General and administrative expenses: General and administrative expenses of $1.1 million for the six months ended June 30, 2020,
represented a slight decrease of less than $0.1 million, or 6.2%, from the comparable period in 2019. The decrease in general and administrative expenses was primarily attributable to improved cost efficiencies.
|
• |
Management fees: For the six months ended June 30, 2020, management fees payable to Maritime and ITM of $0.8 million in the aggregate,
represented a decrease of less than $0.1 million compared to the six months ended June 30, 2019, as a result of the vessel sale.
|
• |
Amortization of special survey costs: Amortization of special survey costs of $0.1 million for the six months ended June 30, 2020, represented a
decrease of 17.1% compared to the same period in 2019, as a result of the write-off of unamortized special survey costs of the Pyxis Delta upon sale.
|
• |
Depreciation: Depreciation of $2.2 million for the six months ended June 30,
2020, represented a decrease of more than $0.5 million or 19.1% compared to the same period in 2019. The decrease is primarily attributed to less depreciable days for the fleet during the first half of 2020, as a result of the vessel sale,
compared to the depreciable days for a six vessels fleet during the first half of 2019.
|
• |
Interest and finance costs, net: Interest and finance costs, net, of $2.5 million for the six months ended June 30, 2020, represented a
decrease of $0.4 million, or 13.4%, from $2.9 million in the comparable period in 2019. The decrease was attributable to lower LIBOR rates paid on floating rate bank debt compared to the same period in 2019 and the repayment of the associated
outstanding loan of Pyxis Delta upon sale. The total borrowings outstanding decreased to $51.7 million at June 30, 2020 from $61.2 million at June 30, 2019.
|
• |
Net cash used in operating activities was $7.1 million for the six months ended June 30, 2020, compared to $3.2 million of net cash provided by operating activities for the six
months ended June 30, 2019. There were a number of factors driving the decrease in our net cash from operating activities compared to the prior period. Firstly, aggregate movements in current assets and liabilities during the six months ended
June 30, 2020, decreased cash by $11.3 million largely attributable to a decrease in trade accounts payable and due to related parties of $8.1 million, as a result of the repayment to Maritime and to our other trade creditors using the net
proceeds from the sale of Pyxis Delta. Furthermore, hire/freight collected in advance and trade accounts receivable, net, decreased by $2.3 million and $1.4 million, respectively, partially offset by a net increase of $0.5 million in other
assets and liabilities. Secondly, for the six months ended June 30, 2020, we reported a lower net loss of $2.4 million compared to a loss of $3.9 million over the comparable period in 2019, as a result of stronger daily TCE, higher utilization
and lower operating expenses, depreciation, management fees and interest and finance costs, following the sale of Pyxis Delta and the prepayment of the associated loans.
|
• |
Net cash provided by investing activities during the six months ended June 30, 2020, was $13.1 million that is the aggregate of the total net proceeds from the sale of Pyxis
Delta of $13.2 million offset by $0.1 million of payments made for the ballast water treatment installation in Pyxis Malou, that was completed in 2019. The cash used in investing activities for the six-month period ended June 30, 2019, was $0.3
million relating to the ballast water treatment system installation in Pyxis Malou.
|
• |
Net cash used in financing activities was $7.3 million for the six-month period ended June 30, 2020, which mainly reflects the aggregate of $5.7 million of debt prepayment of
the loan facility secured by Pyxis Delta and Pyxis Theta as a result of the sale of Pyxis Delta, $1.6 million of scheduled long-term debt repayments within the period and the payment of less than $0.1 million of costs relating to the issuance
of common stock that in incurred in 2019. For the six months ended June 30, 2019, net cash used in financing activities was $2.2 million which mainly reflected the long-term debt repayments of $2.2 million incurred within the period partially
offset by the net proceeds from the issuance of common stock of less than $0.1 million.
|
|
Year ended
December 31, 2017
|
Year ended
December 31, 2018
|
Year ended
December 31, 2019
|
|||||||||||||||||||||
|
Spot
|
Time
|
Spot
|
Time
|
Spot
|
Time
|
||||||||||||||||||
Revenues, net
|
$
|
16,668
|
$
|
12,911
|
$
|
16,990
|
$
|
11,467
|
$
|
8,142
|
$
|
19,611
|
|
Year ended December 31,
|
|||||||||||
Fleet Operating Data
|
2017
|
2018
|
2019
|
|||||||||
Ownership days (1)
|
2,190
|
2,190
|
1,925
|
|||||||||
Available days (2)
|
2,190
|
2,154
|
2,162
|
|||||||||
Operating days (3)
|
1,956
|
1,816
|
1,925
|
|||||||||
Utilization % (4)
|
89.3
|
%
|
84.3
|
%
|
89.0
|
%
|
||||||
Daily time charter equivalent rate (5)
|
$
|
10,795
|
$
|
9,163
|
$
|
11,756
|
||||||
Daily vessel operating expenses (6)
|
$
|
5,827
|
$
|
5,785
|
$
|
5,825
|
||||||
Average number of vessels (7)
|
6.0
|
6.0
|
6.0
|
|||||||||
Number of vessels at period end
|
6
|
6
|
6
|
|||||||||
Weighted average age of vessels (8)
|
6.8
|
7.8
|
8.8
|
(1) |
Ownership days are the total number of days in a period during which we owned each of the vessels in our fleet. Ownership days are an indicator of the size
of our fleet over a period and affect both the amount of revenues generated and the amount of expenses incurred during the respective period.
|
(2) |
Available days are the number of ownership days in a period, less the aggregate number of days that our vessels were off-hire due to scheduled repairs or
repairs under guarantee, vessel upgrades or special surveys and intermediate dry-dockings and the aggregate number of days that we spent positioning our vessels during the respective period for such repairs, upgrades and surveys. Available days
measures the aggregate number of days in a period during which vessels should be capable of generating revenues.
|
(3) |
Operating days are the number of available days in a period, less the aggregate number of days that our vessels were off-hire or out of service due to any
reason, including technical breakdowns and unforeseen circumstances. Operating days measures the aggregate number of days in a period during which vessels actually generate revenues.
|
(4) |
We calculate utilization (“Utilization”) by dividing the number of operating days during a period by the number of available days during the same period. The
shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under
guarantee, vessel upgrades, special surveys and intermediate dry-dockings or vessel positioning.
|
(5) |
Daily TCE rate is a standard shipping industry performance measure of the average daily revenue performance of a vessel on a per voyage basis. TCE is not
calculated in accordance with U.S. GAAP. We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e., spot charters, time charters and
bareboat charters) under which our vessels may be employed between the periods. Our management also utilizes TCE to assist them in making decisions regarding employment of the vessels. We believe that our method of calculating TCE is consistent
with industry standards and is calculated by dividing voyage revenues after deducting voyage expenses, including commissions, by operating days for the relevant period. Voyage expenses primarily consist of brokerage commissions, port, canal and
bunker costs that are unique to a particular voyage, which would otherwise be paid by the charter under a time charter contract.
|
(6) |
Daily vessel operating expenses are direct operating expenses such as crewing, provisions, repairs and maintenance, insurance, deck and engine stores,
lubricating oils and tonnage tax divided by ownership days.
|
(7) |
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each
vessel was part of our fleet during such period divided by the number of calendar days in the period.
|
(8) |
Weighted average age of the fleet is the sum of the ages of our vessels, weighted by the dwt of each vessel on the total fleet dwt.
|
|
Year ended December 31,
|
|||||||||||
|
2017
|
2018
|
2019
|
|||||||||
Revenues, net
|
$
|
29,579
|
$
|
28,457
|
$
|
27,753
|
||||||
Voyage related costs and commissions
|
(8,463
|
)
|
(11,817
|
)
|
(5,122
|
)
|
||||||
Time charter equivalent revenues *
|
$
|
21,116
|
$
|
16,640
|
$
|
22,631
|
||||||
|
||||||||||||
Total operating days
|
1,956
|
1,816
|
1,925
|
|||||||||
|
||||||||||||
Daily time charter equivalent rate
|
$
|
10,795
|
$
|
9,163
|
$
|
11,756
|
|
|
|
|
|
Year ended December 31,
|
|
||||||||||
|
|
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
||||
Eco-Efficient MR2: (2 of our vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCE
|
|
|
|
13,027
|
|
|
|
10,524
|
|
|
|
14,337
|
|
|
|
|
Opex
|
|
|
|
5,838
|
|
|
|
5,962
|
|
|
|
5,872
|
|
|
|
|
Utilization %
|
|
|
|
94.1
|
%
|
|
|
91.8
|
%
|
|
|
100
|
%
|
Eco-Modified MR2: (1 of our vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCE
|
|
|
|
13,042
|
|
|
|
12,383
|
|
|
|
13,410
|
|
|
|
|
Opex
|
|
|
|
6,433
|
|
|
|
6,505
|
|
|
|
6,813
|
|
|
|
|
Utilization %
|
|
|
|
90.1
|
%
|
|
|
86.6
|
%
|
|
|
99.1
|
%
|
Standard MR2: (1 of our vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCE
|
|
|
|
12,209
|
|
|
|
8,887
|
|
|
|
13,115
|
|
|
|
|
Opex
|
|
|
|
6,036
|
|
|
|
6,039
|
|
|
|
6,092
|
|
|
|
|
Utilization %
|
|
|
|
99.2
|
%
|
|
|
91.0
|
%
|
|
|
99.7
|
%
|
Handysize Tankers: (2 of our vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCE
|
|
|
|
5,979
|
|
|
|
5,844
|
|
|
|
5,860
|
|
|
|
|
Opex
|
|
|
|
5,408
|
|
|
|
5,122
|
|
|
|
5,150
|
|
|
|
|
Utilization %
|
|
|
|
79.2
|
%
|
|
|
72.6
|
%
|
|
|
68.1
|
%
|
Fleet: (6 vessels)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCE
|
|
|
|
10,795
|
|
|
|
9,163
|
|
|
|
11,756
|
|
|
|
|
Opex
|
|
|
|
5,827
|
|
|
|
5,785
|
|
|
|
5,825
|
|
|
|
|
Utilization %
|
|
|
|
89.3
|
%
|
|
|
84.3
|
%
|
|
|
89.0
|
%
|
|
2018
|
2019
|
Change
|
%
|
||||||||||||
|
(In thousands of U.S. dollars)
|
|||||||||||||||
Revenues, net:
|
$
|
28,457
|
$
|
27,753
|
$
|
(704
|
)
|
(2.5
|
)%
|
|||||||
|
||||||||||||||||
Expenses:
|
||||||||||||||||
Voyage related costs and commissions
|
(11,817
|
)
|
(5,122
|
)
|
6,698
|
(56.7
|
)%
|
|||||||||
Vessel operating expenses
|
(12,669
|
)
|
(12,756
|
)
|
(87
|
)
|
0.7
|
%
|
||||||||
General and administrative expenses
|
(2,404
|
)
|
(2,407
|
)
|
(3
|
)
|
0.1
|
%
|
||||||||
Management fees, related parties
|
(720
|
)
|
(724
|
)
|
(4
|
)
|
0.1
|
%
|
||||||||
Management fees, other
|
(930
|
)
|
(930
|
)
|
—
|
—
|
||||||||||
Amortization of special survey costs
|
(133
|
)
|
(240
|
)
|
(107
|
)
|
80.5
|
%
|
||||||||
Depreciation
|
(5,500
|
)
|
(5,320
|
)
|
180
|
(3.3
|
)%
|
|||||||||
Vessel impairment charge
|
(2,282
|
)
|
—
|
2,282
|
(100.0
|
)%
|
||||||||||
Loss on vessel held-for-sale
|
—
|
(2,756
|
)
|
(2,756
|
)
|
n/a
|
||||||||||
Bad debt provisions
|
(13
|
)
|
(26
|
)
|
(13
|
)
|
100
|
%
|
||||||||
Operating loss
|
$
|
(8,011
|
)
|
$
|
(2,528
|
)
|
$
|
5,483
|
(68.4
|
)%
|
||||||
|
||||||||||||||||
Other expenses:
|
||||||||||||||||
Gain from debt extinguishment
|
4,306
|
—
|
(4,306
|
)
|
(100
|
)%
|
||||||||||
Loss from financial derivative
|
(19
|
)
|
(27
|
)
|
(8
|
)
|
42.1
|
%
|
||||||||
Interest and finance costs, net
|
(4,490
|
)
|
(5,775
|
)
|
(1,285
|
)
|
28.6
|
%
|
||||||||
Total other expenses, net
|
$
|
(203
|
)
|
$
|
(5,802
|
)
|
$
|
(5,599
|
)
|
2,758.1
|
%
|
|||||
Net loss
|
$
|
(8,214
|
)
|
$
|
(8,330
|
)
|
$
|
(116
|
)
|
1.4
|
%
|
• |
our operating expenses, including dry-docking and special survey costs;
|
• |
payments of interest and other debt-related expenses and the repayment of principal on our loans;
|
• |
maintenance of cash reserves to provide for contingencies and to adhere to minimum liquidity for loan covenants including dry-docking reserves; and
|
• |
vessel acquisitions.
|
• |
certain vessel-owning subsidiaries that are borrowers under the respective loan agreements maintain pledged deposits equal to a specified dollar amount;
|
• |
minimum vessel insurance of higher of market value of 120% of the outstanding loan balance;
|
• |
we must maintain minimum liquidity of between $0.3 million and $0.85 million per vessel; and
|
• |
the fair market value of the mortgaged vessel plus any additional collateral must be no less than a certain percentage, ranging from 115% to 150%, of outstanding borrowings
under the applicable loan agreement, less, in certain loan agreements, any money in respect of the principal standing to the credit of the retention account and any pledged cash deposits held with the lender in our or its subsidiary’s name (the
minimum security collateral cover or “MSC”).
|
• |
the non-payment on the due date of any amount under the loan agreements or any related document;
|
• |
failure to maintain adequate insurances;
|
• |
the breach of any covenant or undertaking or failure to provide additional security as required;
|
• |
any untrue or incorrect representation or warranty; and
|
• |
any cross-default.
|
|
Total
|
Less than 1 year
|
1-3years
|
3-5years
|
More than 5 years
|
|||||||||||||||
|
(In thousands of U.S. dollars)
|
|||||||||||||||||||
Loan agreements - principal (1)
|
$
|
51,663
|
$
|
3,123
|
$
|
24,613
|
$
|
23,927
|
$
|
—
|
||||||||||
Interest on loans (2)
|
$
|
11,173
|
$
|
3,924
|
$
|
6,903
|
$
|
346
|
$
|
—
|
||||||||||
Promissory note - principal (3)
|
$
|
5,000
|
$
|
—
|
$
|
—
|
$
|
5,000
|
$
|
—
|
||||||||||
Interest on promissory note (3)
|
$
|
1,595
|
$
|
450
|
$
|
900
|
$
|
245
|
$
|
—
|
||||||||||
Technical management agreements – ITM (4)
|
$
|
195
|
$
|
195
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
Ship management agreements – Maritime (5)
|
$
|
153
|
$
|
153
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
Administrative services – Maritime (6)
|
$
|
410
|
$
|
410
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||
Total
|
$
|
70,189
|
$
|
8,255
|
$
|
32,416
|
$
|
29,518
|
$
|
—
|
(1) |
Secondone, Thirdone and Fourthone, together, Seventhone and Eighthone, independently, entered into loan agreements with lenders, for which the vessels they
own are mortgaged as collateral. Please read “– Liquidity and Capital Resources” above for more information. During December 2019, the Company entered into an agreement to sell Pyxis Delta, an MR previously owned by Sixthone.
|
(2) |
Assumes scheduled loan principal amortization as described above, based on an average 3-month LIBOR rate of 0.302% plus the applicable margin over LIBOR for the entire duration of the existing loan agreements.
Please also read “Certain Relationships and Related Party Transactions – Promissory Note Issued to Maritime Investors” for more information.
|
(3) |
On October 28, 2015, we and Maritime Investors entered into a promissory note, which as subsequently amended and supplemented, has an outstanding principal
balance of $5.0 million payable on a quarterly basis at an annual interest rate of 9.0%, of which 4.5% is payable in cash and 4.5% in restricted common stock. Please refer to “Certain Relationships and Related Party Transactions – Promissory
Note Issued to Maritime Investors” below for more information.
|
(4) |
The technical management agreements with ITM can be cancelled by us for any reason at any time upon three months’ advance notice, but neither party can
cancel the agreement, other than for specified reasons, until 18 months after the initial effective date of the ship management agreement. As June 30, 2020, all such agreements were cancelable upon three months’ advance notice.
|
(5) |
The management agreements relating to the vessels had initial terms of five years. The initial terms of these agreements expired on December 31, 2015 with
respect to Northsea Alpha, Northsea Beta and Pyxis Delta, on December 31, 2017 with respect to Pyxis Theta and on December 31, 2018 with respect to Pyxis Epsilon and Pyxis Malou. Following the initial terms, the management agreements were
automatically renewed by the terms of the agreement for consecutive five year periods and may be terminated by either party on three months’ notice.
|
(6) |
Pursuant to our Head Management Agreement, as amended, administrative services are contracted to be provided through March 23, 2025.
|
Name
|
|
Age
|
|
Position
|
Valentios (“Eddie”) Valentis
|
|
53
|
|
Chairman, Chief Executive Officer and Class I Director
|
Henry P. Williams
|
|
64
|
|
Chief Financial Officer and Treasurer
|
Konstantinos Lytras
|
|
55
|
|
Chief Operating Officer and Secretary
|
Robin P. Das
|
|
46
|
|
Class III Director
|
Basil G. Mavroleon
|
|
71
|
|
Class III Director
|
Aristides J. Pittas
|
|
60
|
|
Class II Director
|
|
Shares Beneficially Owned
|
|||||||
Identity of person or group (1)
|
Number
|
Percentage(2)
|
||||||
Valentios (“Eddie”) Valentis (Maritime Investors Corp.) (3)
|
17,409,694
|
80.8
|
%
|
|||||
Henry P. Williams (4)
|
216,854
|
1.0
|
%
|
|||||
Konstantinos Lytras (4)
|
42,074
|
*
|
||||||
Robin P. Das
|
—
|
—
|
||||||
Basil G. Mavroleon
|
—
|
—
|
||||||
Aristides J. Pittas
|
—
|
—
|
||||||
All directors and executive officers as a group (6 persons)
|
17,668,622
|
81.9
|
%
|
(1) |
Except as otherwise provided herein, each person named herein as a beneficial owner of securities has sole voting and investment power as to such securities and such person’s
address is c/o 59 K. Karamanli Street, Maroussi, 15125, Greece.
|
(2) |
Based upon 21,559,885 common shares outstanding as of August 24, 2020.
|
(3) |
Valentios (“Eddie”) Valentis is a 100% stockholder of Maritime Investors Corp. (“Maritime Investors”) and shares voting and investment power with Maritime Investors of the
17,409,694 shares of our common stock held by it.
|
(4) |
Each of Messrs Lytras and Williams received 11,074 restricted shares of our common stock in March 2016 as an award under our EIP. In addition, Mr. Williams also received 200,000
restricted shares of our common stock in November 2017 as an award under our EIP.
|
* |
Less than 1% of our outstanding shares of common stock.
|
• |
allow our board of directors to issue, without further action by the stockholders, up to 50,000,000 shares of undesignated preferred stock;
|
• |
prohibit cumulative voting in the election of directors;
|
• |
provide for a classified board of directors with staggered, three year terms;
|
• |
prohibit stockholder action by written consent unless such consent is signed by all stockholders entitled to vote on the action;
|
• |
authorize the removal of directors only for cause and only upon the affirmative vote of the holders of two-thirds of the outstanding shares of our common stock cast at an annual
meeting of stockholders;
|
• |
require that special meetings of our stockholders be called only by a majority of our board of directors or the chairman of the board; and
|
• |
establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders.
|
• |
prior to such time, our board of directors approved either the Business Combination or the transaction which resulted in the stockholder becoming an Interested Shareholder;
|
• |
upon consummation of the transaction which resulted in the stockholder becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of our voting stock
outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee
participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;
|
• |
at or subsequent to such time, the Business Combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least two thirds of the outstanding voting stock that is not owned by the Interested Shareholder; or
|
• |
the stockholder became an Interested Shareholder prior to March 23, 2015.
|
• |
a stockholder becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to
be an Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between Pyxis and such stockholder, have been an Interested Shareholder but for the inadvertent acquisition
of ownership; or
|
• |
the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required of a proposed
transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with
the approval of the Board; and (iii) is approved or not opposed by a majority of the members of our board of directors then in office (but not less than one) who were directors prior to any person becoming an Interested Shareholder during the
previous three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to:
|
• |
any merger or consolidation of Pyxis or any direct or indirect majority-owned subsidiary of Pyxis with (i) the Interested Shareholder or any of its affiliates, or (ii) with any
other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested Shareholder;
|
• |
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of Pyxis, to
or with the Interested Shareholder, whether as part of a dissolution or otherwise, of assets of Pyxis or of any direct or indirect majority-owned subsidiary of Pyxis which assets have an aggregate market value equal to 10% or more of either the
aggregate market value of all the assets of Pyxis determined on a consolidated basis or the aggregate market value of all the outstanding shares;
|
• |
any transaction which results in the issuance or transfer by Pyxis or by any direct or indirect majority-owned subsidiary of Pyxis of any shares, or any share of such
subsidiary, to the Interested Shareholder, except: (A) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares, or shares of any such subsidiary, which securities were
outstanding prior to the time that the Interested Shareholder became such; (B) pursuant to a merger with a direct or indirect wholly-owned subsidiary of Pyxis solely for purposes of forming a holding company; (C) pursuant to a dividend or
distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares, or shares of any such subsidiary, which security is distributed, pro rata to all holders of a class
or series of shares subsequent to the time the Interested Shareholder became such; (D) pursuant to an exchange offer by Pyxis to purchase shares made on the same terms to all holders of said shares; or (E) any issuance or transfer of shares by
Pyxis; provided however, that in no case under items (C)-(E) of this subparagraph shall there be an increase in the Interested Shareholder’s proportionate share of the any class or series of shares;
|
• |
any transaction involving Pyxis or any direct or indirect majority-owned subsidiary of Pyxis which has the effect, directly or indirectly, of increasing the proportionate share
of any class or series of shares, or securities convertible into any class or series of shares, or shares of any such subsidiary, or securities convertible into such shares, which is owned by the Interested Shareholder, except as a result of
immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the Interested Shareholder; or
|
• |
any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a stockholder of Pyxis), of any loans, advances, guarantees, pledges
or other financial benefits (other than those expressly permitted above) provided by or through Pyxis or any direct or indirect majority-owned subsidiary.
|
• |
is the owner of 15% or more of our outstanding voting shares; or
|
• |
is an affiliate or associate of Pyxis and was the owner of 15% or more of the outstanding voting shares of Pyxis at any time within the three-year period immediately prior to
the date on which it is sought to be determined whether such person is an Interested Shareholder; and the affiliates and associates of such person; provided, however, that the term “Interested Shareholder” shall not include any person whose
ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by Pyxis; provided that such person shall be an Interested Shareholder if thereafter such person acquires additional shares of voting
shares of Pyxis, except as a result of further Company action not caused, directly or indirectly, by such person.
|
|
Year Ended December 31,
|
Six Months Ended
June 30,
|
||||||||||||||
(In thousands of U.S. dollars)
|
2017
|
2018
|
2019
|
2020
|
||||||||||||
Charter hire commissions
|
$
|
368
|
$
|
354
|
$
|
351
|
$
|
154
|
||||||||
Ship-Management Fees
|
712
|
720
|
724
|
332
|
||||||||||||
Administration fees
|
1,600
|
1,618
|
1,628
|
812
|
||||||||||||
Total
|
$
|
2,680
|
$
|
2,692
|
$
|
2,703
|
$
|
1,298
|
Marshall Islands
|
|
Delaware
|
Shareholder Meetings
|
||
Held at a time and place as designated in the bylaws.
|
|
May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of
directors.
|
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of
incorporation or by the bylaws.
|
|
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of
incorporation or by the bylaws.
|
May be held within or without the Marshall Islands.
|
|
May be held within or without Delaware.
|
Notice:
|
|
Notice:
|
Whenever shareholders are required to take any action at a meeting, written notice of the meeting shall be given which shall state the place, date and hour
of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting. Notice of a special meeting shall also state the purpose for which the meeting is called.
|
|
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date
and hour of the meeting, and the means of remote communication, if any.
|
A copy of the notice of any meeting shall be given personally, sent by mail or by electronic mail not less than 15 nor more than 60 days before the meeting.
|
|
Written notice shall be given not less than 10 nor more than 60 days before the meeting.
|
Marshall Islands
|
|
Delaware
|
Shareholders’ Voting Rights
|
||
Unless otherwise provided in the articles of incorporation, any action required to be taken at a meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide,
by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
|
|
Any action required to be taken at a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by
shareholders having not fewer than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
|
Any person authorized to vote may authorize another person or persons to act for him by proxy.
|
|
Any person authorized to vote may authorize another person or persons to act for him by proxy.
|
Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum
consist of fewer than one-third of the shares entitled to vote at a meeting.
|
|
For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a
quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
|
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
|
|
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
|
The articles of incorporation may provide for cumulative voting in the election of directors.
|
|
The certificate of incorporation may provide for cumulative voting in the election of directors.
|
Merger or Consolidation
|
||
Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of
outstanding shares at a shareholder meeting.
|
|
Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority
vote by shareholders of each constituent corporation at an annual or special meeting.
|
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.
|
|
Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient
and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.
|
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into
itself without the authorization of the shareholders of any corporation.
|
|
Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume
all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation
entitled to vote at a duly called shareholder meeting.
|
Marshall Islands
|
|
Delaware
|
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the
shareholders, unless otherwise provided for in the articles of incorporation.
|
|
Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote or consent of
shareholders, except to the extent that the certificate of incorporation otherwise provides.
|
Directors
|
||
The board of directors must consist of at least one member.
|
|
The board of directors must consist of at least one member.
|
The number of board members may be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a
bylaw.
|
|
The number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of
directors, in which case a change in the number shall be made only by an amendment to the certificate of incorporation.
|
If the board is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number
shall shorten the term of any incumbent director.
|
|
If the number of directors is fixed by the certificate of incorporation, a change in the number shall be made only by an amendment of the certificate.
|
Removal:
|
|
Removal:
|
Any or all of the directors may be removed for cause by vote of the shareholders.
|
|
Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of
incorporation otherwise provides.
|
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
|
|
In the case of a classified board, shareholders may effect removal of any or all directors only for cause.
|
Marshall Islands
|
|
Delaware
|
Dissenters’ Rights of Appraisal
|
||
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of
business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares shall not be available for the shares of any class or
series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or
consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. The right of a dissenting shareholder to receive payment of the fair
value of his or her shares shall not be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the shareholders of the surviving corporation.
|
|
Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited
exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed stock is offered for consideration is (i) listed on a national securities exchange or (ii) held of record by more than 2,000
holders.
|
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to
dissent and to receive payment for such shares if the amendment:
|
|
||
•
|
Alters or abolishes any preferential right of any outstanding shares having preference; or
|
|
|
•
|
Creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares; or
|
|
|
•
|
Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
|
|
|
•
|
Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being
authorized of any existing or new class.
|
|
|
Shareholder’s Derivative Actions
|
|||
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a
beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that
his shares or his interest therein devolved upon him by operation of law.
|
|
In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the
corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
|
Marshall Islands
|
|
Delaware
|
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not
making such effort.
|
|
Other requirements regarding derivative suits have been created by judicial decision, including that a shareholder may not bring a derivative suit unless he
or she first demands that the corporation sue on its own behalf and that demand is refused (unless it is shown that such demand would have been futile).
|
Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic of the Marshall Islands.
|
|
|
Reasonable expenses including attorney’s fees may be awarded if the action is successful.
|
|
|
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of
outstanding shares or holds voting trust certificates or a beneficial interest in shares representing less than 5% of any class of such shares and the shares, voting trust certificates or beneficial interest of such plaintiff has a fair value
of $50,000 or less.
|
|
• |
an individual citizen or resident of the United States;
|
• |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof
or the District of Columbia;
|
• |
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
• |
a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial
decisions of the trust or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.
|
• |
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of
a rental business); or
|
• |
at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
|
• |
the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the Series A Preferred Shares;
|
• |
the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be
taxed as ordinary income; and
|
• |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and an
interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
• |
fails to provide an accurate taxpayer identification number;
|
• |
is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or
|
• |
in certain circumstances, fails to comply with applicable certification requirements.
|
• |
it is organized in a “qualified foreign country,” which is a country outside the United States that grants an equivalent exemption from tax to corporations organized in the
United States (an “equivalent exemption”);
|
• |
it satisfies one of the following two ownership tests (discussed in more detail below): (A) more than 50% of the value of its shares is beneficially owned, directly or
indirectly, by “qualified shareholders” (the “50% Ownership Test”); or (B) its shares are “primarily and regularly traded on an established securities market” in a qualified foreign country or in the United States (the “Publicly-Traded Test.”);
and
|
• |
it meets certain substantiation, reporting and other requirements (which include the filing of U.S. income tax returns).
|
Underwriter
|
Number
of Units |
ThinkEquity, a division of Fordham Financial Management, Inc.
|
280,000
|
|
|
Total
|
280,000
|
|
Per Unit
|
Total Without Over-allotment Option
|
Total With Over-allotment Option
|
|||||||||
Public offering price
|
$
|
25.00 |
$
|
7,000,000 |
$
|
8,050,000 |
||||||
Underwriting discounts and commissions (8%)
|
$
|
2.00 |
$
|
560,000 |
$
|
644,000 |
||||||
Proceeds, before expenses, to us
|
$
|
23.00 |
$
|
6,440,000 |
$
|
7,406,000 |
• |
Stabilizing transactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum.
|
• |
Over-allotment involves sales by the underwriters of securities in excess of the number of securities the underwriters are obligated to purchase, which creates a syndicate short
position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they may
purchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securities in the over-allotment option. The underwriters may close out any covered short position by either
exercising their over-allotment option and/or purchasing securities in the open market.
|
• |
Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions. In
determining the source of securities to close out the short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase
securities through the over-allotment option. A naked short position occurs if the underwriters sell more securities than could be covered by the over-allotment option. This position can only be closed out by buying securities in the open
market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who
purchase in this offering.
|
• |
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when securities originally sold by the syndicate member is purchased in a
stabilizing or syndicate covering transaction to cover syndicate short positions.
|
• |
to legal entities which are qualified investors as defined under the Prospectus Regulation;
|
• |
by the underwriters to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the
prior consent of the representatives of the underwriters for any such offer; or
|
• |
in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of common stock shall result in a requirement
for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
|
Commission registration fee
|
$
|
1,608
|
||
FINRA fee
|
|
2,358
|
||
Nasdaq listing fee
|
|
5,000
|
||
Legal fees and expenses
|
|
140,000
|
||
Accounting fees and expenses
|
|
55,000
|
||
Transfer agent fees
|
|
5,000
|
||
Warrant agent fees
|
|
5,000
|
||
Miscellaneous
|
|
6,034
|
||
Total
|
$
|
220,000
|
• |
Report on Form 6-K furnished with the Commission on August 10, 2020, which contains
Management's Discussion and Analysis of Financial Condition and Results of Operations and the unaudited interim consolidated financial statements and related notes thereto for the Company, as of and for the six months ended June 30, 2020
(except for the commentary of our founder and Chief Executive Officer, Valentios Valentis).
|
• |
Report on Form 6-K furnished with the Commission on June 3, 2020, which contains
Management's Discussion and Analysis of Financial Condition and Results of Operations, as of and for the three months ended March 31, 2020 (except for the commentary of our founder and Chief Executive Officer, Valentios Valentis).
|
• |
Reports on Form 6-K, filed with the Commission on April 24, 2020, May 11, 2020, July 2, 2020 and July 9, 2020.
|
• |
Report on Form 20-F for the year ended December 31, 2019, filed with the Commission
on March 31, 2020, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.
|
PROSPECTUS
|
Item 6. |
Indemnification of Directors and Officers
|
I. |
Article 8, Section 1 of the Bylaws of the registrant provides that:
|
II. |
Section 60 of the BCA provides as follows:
|
(1) |
Actions not by or in right of the corporation. A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
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(2) |
Actions by or in right of the corporation. A corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not, opposed to the best
interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
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(3) |
When director or officer successful. To the extent that a director or officer of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection therewith.
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(4) |
Payment of expenses in advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be
paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
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(5) |
Indemnification pursuant to other rights. The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
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(6) |
Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a
person.
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(7) |
Insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this section.
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III. |
Indemnification Agreements
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Item 7. |
Recent Sales of Unregistered Securities.
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Item 8. |
Exhibits and Financial Statement Schedules
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(a) |
Exhibits
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(b) |
Financial Statements
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Item 9. |
Undertakings
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Exhibit Number
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Description of Exhibit
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Schedule / Form
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File Number
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Exhibit
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File Date
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|||
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|||||||
1.1*
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||||||||||
2.1#
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F-4
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333-203598
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2.1
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April 23, 2015
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||||||
2.2#
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F-4
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333-203598
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2.2
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September 28, 2015
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||||||
3.1#
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F-4
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333-203598
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3.1
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April 23, 2015
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||||
3.2#
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F-4
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333-203598
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3.2
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April 23, 2015
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||||
4.1#
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F-4
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333-203598
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4.2
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September 28, 2015
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||||
4.2*
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||||||||||
4.3*
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||||||||||
4.4*
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||||||||||
4.5* |
Form of Underwriter's Warrant
(Series A Preferred Shares) |
|||||||||
5.1*
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||||||||||
8.1*
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||||||||||
10.1#
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F-4
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333-203598
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10.3
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September 4, 2015
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||||
10.1.1#
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20-F
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001-37611
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4.1.1
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March 28, 2017
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||||
10.1.2#
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20-F
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001-37611
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4.1.2
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March 31, 2020
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||||
10.2#
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F-4
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333-203598
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10.4
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September 4, 2015
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||||
10.3#
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20-F
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001-37611
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4.8
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March 23, 2018
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||||
10.4#
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F-4
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333-203598
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10.11
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August 6, 2015
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||||
10.5#
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20-F
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001-37611
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4.9
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March 23, 2016
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||||
10.6#
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F-4
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333-203598
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10.12
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September 4, 2015
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10.7#
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F-4
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333-203598
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10.13
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September 4, 2015
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|||
10.8#
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20-F
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001-37611
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4.12
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March 23, 2016
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|||
10.8.1#
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20-F
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001-37611
|
4.12.1
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March 28, 2017
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|||
10.8.2#
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20-F
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001-37611
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4.12.2
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March 28, 2017
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|||
10.8.3#
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|
|
|
SC 13D/A
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005-89171
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1
|
January 2, 2018
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|||
10.8.4#
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20-F
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001-37611
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4.13.4
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March 29, 2019
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|||
10.8.5#
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20-F
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001-37611
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4.11.5
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March 31, 2020
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10.9#
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F-3
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333-222160
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10.32
|
December 19, 2017
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|||
10.10#
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6-K
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001-37611
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10.3
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December 8, 2017
|
|||
10.11#
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20-F
|
001-37611
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4.17
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March 29, 2019
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10.11.1#
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20-F
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001-37611
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4.17.1
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March 29, 2019
|
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10.12#
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6-K
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001-37611
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1.1
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March 30, 2018
|
|||
10.12.1#
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|
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6-K
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001-37611
|
1.1
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November 20, 2018
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|||
10.13#
|
F-1 | 333-245405 | 10.13 |
August 13, 2020 |
||||||
10.13.1#
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F-1 | 333-245405 | 10.13 |
August 13, 2020 | ||||||
12.1#
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F-1
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333-245405
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12.1
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August 13, 2020
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23.1#
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F-1
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333-245405 |
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23.1 |
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August 25, 2020 |
23.2#
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F-1 |
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333-245405 |
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23.2 |
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August 13, 2020 | |
23.3*
|
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|||||||||
24.1#
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F-1 |
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333-245405 |
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24.1 |
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August 13, 2020 |
#
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Indicates a document previously filed with the Commission, incorporated by reference herein.
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*
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Filed herewith.
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PYXIS TANKERS INC.
|
||||
By:
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/s/ Henry P. Williams
|
|||
Name:
|
Henry P. Williams
|
|||
Title:
|
Chief Financial Officer
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Signature
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Title
|
|
/s/ *
|
Chairman, Chief Executive Officer and Director
|
|
Valentios (“Eddie”) Valentis
|
(Principal Executive Officer)
|
|
/s/ Henry P. Williams
|
Chief Financial Officer and Treasurer
|
|
Henry P. Williams
|
(Principal Financial Officer and Principal Accounting Officer)
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/s/ *
|
Director
|
|
Robin P. Das
|
||
/s/ *
|
Director
|
|
Basil G. Mavroleon
|
||
/s/ *
|
Director
|
|
Aristides J. Pittas
|
||
By:
|
/s/ Henry P. Williams
|
|
Henry P. Williams
|
||
|
AUTHORIZED REPRESENTATIVE
|
|||
By:
|
/s/ Henry P. Williams
|
||
Name: Henry P. Williams
|
|||
Title: Authorized Representative
|