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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
For the fiscal year ended December 31, 2016
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
OR
[ ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _________________
Commission file number 001-37889
TOP SHIPS INC.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece
(Address of principal executive offices)
Alexandros Tsirikos, (Tel) +30 210 812 8180, atsirikos@topships.org, (Fax) +30 210 614 1273,
1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Common Stock, par value $0.01 per share
Preferred Stock Purchase Rights
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
NONE
(Title of class)
NONE
(Title of class)
Name of each exchange
on which registered
Nasdaq Capital Market
Nasdaq Capital Market
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2016, 5,689,141 shares of common stock, par value $0.01 per share, were outstanding.
Indicate by check mark if the registrant is well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
X
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Yes
No
X
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes
X
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
X
No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of "large accelerated filer"
and "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Non-accelerated filer ☒
Accelerated filer ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
X
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
________ Item 17
________ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
X
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PART I
ITEM 1
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4A.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
PART II
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16A.
ITEM 16B.
ITEM 16C.
ITEM 16D.
ITEM 16E.
ITEM 16F.
ITEM 16G.
ITEM 16H.
PART III
ITEM 17.
ITEM 18.
ITEM 19.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
KEY INFORMATION
INFORMATION ON THE COMPANY
UNRESOLVED STAFF COMMENTS
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
FINANCIAL INFORMATION.
THE OFFER AND LISTING.
ADDITIONAL INFORMATION
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
CONTROLS AND PROCEDURES
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL AUDITOR FEES AND SERVICES
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
CORPORATE GOVERNANCE
MINE SAFETY DISCLOSURE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
EXHIBITS
3
3
3
3
32
48
48
69
73
76
77
78
98
99
99
99
99
99
101
101
101
102
102
102
102
103
103
103
103
103
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides
safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements,
which are other than statements of historical facts.
TOP Ships Inc. desires to take advantage of the safe harbor provisions of the PSLRA and is including this cautionary statement in connection with this safe
harbor legislation. This annual report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our
current views with respect to future events and financial performance. When used in this annual report, the words "anticipate," "believe," "expect," "intend,"
"estimate," "forecast," "project," "plan," "potential," "may," "should," and similar expressions identify forward-looking statements.
The forward-looking statements in this annual report are based upon various assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties.
Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and
contingencies that are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations,
beliefs or projections.
In addition to these assumptions and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in
our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:
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our ability to maintain or develop new and existing customer relationships with major refined product importers and exporters, major crude oil
companies and major commodity traders, including our ability to enter into long-term charters for our vessels;
our future operating and financial results;
oil and chemical tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand;
our ability to take delivery of, integrate into our fleet, and employ any newbuildings we may order in the future and the ability of shipyards to
deliver vessels on a timely basis;
the aging of our vessels and resultant increases in operation and dry-docking costs;
the ability of our vessels to pass classification inspections and vetting inspections by oil majors and big chemical corporations;
significant changes in vessel performance, including increased vessel breakdowns;
the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;
our ability to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at
commercially acceptable rates or at all;
changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof;
1
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ö
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ö
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potential liability from litigation and our vessel operations, including discharge of pollutants;
changes in general economic and business conditions;
general domestic and international political conditions, potential disruption of shipping routes due to accidents, political events or acts by
terrorists;
changes in production of or demand for oil and petroleum products and chemicals, either globally or in particular regions;
the strength of world economies and currencies, including fluctuations in charterhire rates and vessel values; and
and other important factors described from time to time in the reports filed by us with the U.S. Securities and Exchange Commission, or the SEC.
Any forward-looking statements contained herein are made only as of the date of this annual report, and we undertake no obligation to update any forward-
looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such
factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any
forward-looking statement.
2
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ITEM 1
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
PART I
Not Applicable.
ITEM 3.
KEY INFORMATION
Unless the context otherwise requires, as used in this annual report, the terms "Company," "we," "us," and "our" refer to TOP Ships Inc. and all of its
subsidiaries, and "TOP Ships Inc." refers only to TOP Ships Inc. and not to its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of
vessels. Dwt, expressed in metric tons each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can
carry. Throughout this annual report, the conversion from Euros, or €
, to U.S. dollars, or $, is based on the U.S. dollar/Euro exchange rate of 1.054 as of
December 31, 2016, unless otherwise specified.
A.
Selected Financial Data
The following table sets forth our selected historical consolidated financial information and other operating data as of and for the periods indicated. Our
selected historical consolidated financial information as of December 31, 2015 and 2016 and for the years ended December 31, 2014, 2015 and 2016 is derived from our
audited consolidated financial statements included in "Item 18. Financial Statements" herein. The selected historical consolidated financial information as of
December 31, 2012, 2013 and 2014 and for the years ended December 31, 2012 and 2013 is derived from our audited consolidated financial statements that are not
included in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. generally accepted accounting principles, or
U.S. GAAP.
The information provided below should be read in conjunction with "Item 4. Information on the Company" and "Item 5. Operating and Financial Review and
Prospects" and the consolidated financial statements, related notes and other financial information included herein.
Following the 10-for-1 reverse stock split effected on February 22, 2016, pursuant to which every ten common shares issued and outstanding were converted
into one common share, all share and per share amounts disclosed throughout this annual report, in the table below and in our consolidated financial statements have
been retroactively updated to reflect this change in capital structure, unless otherwise indicated. Please see "Item 4. Information on the Company—History and
Development of the Company".
3
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U.S. Dollars in thousands, except per share data
STATEMENT OF COMPREHENSIVE (LOSS)/INCOME
Revenues
Voyage expenses
Bareboat charter hire expense
Amortization of prepaid bareboat charter hire
Vessel operating expenses
Management fees-related parties
General and administrative expenses
Other operating (income)/loss
Gain on sale of vessels
Vessel depreciation
Impairment on vessels
Gain on disposal of subsidiaries
Operating (loss)/income
Interest and finance costs
(Loss)/gain on derivative financial instruments
Interest income
Other (expense)/income, net
Net (loss)/income and comprehensive (loss)/income
Deemed dividend for beneficial conversion feature of Series B
convertible preferred stock
Net (loss)/income attributable to common shareholders
(Loss)/Earnings per share, basic
(Loss)/Earnings per share, diluted
Weighted average common shares outstanding, basic
Weighted average common shares outstanding, diluted
$
$
U.S. dollars in thousands, unless otherwise stated
BALANCE SHEET DATA
Current assets
Total assets *
Current liabilities, including current portion of long-term debt *
Non-current liabilities *
Total debt
Mezzanine equity
Common stock
Stockholders' equity
2012
2013
Year Ended December 31,
2014
2015
2016
13,075
28,433
31,428
1,023
-
-
814
2,345
7,078
-
-
11,458
61,484
-
20,074
663
-
-
745
1,351
3,258
-
(14)
6,429
-
(1,591)
(52,774)
9,233
(9,345)
(447)
175
(1,593)
(7,443)
(171)
131
(342)
3,602
113
-
-
1,143
703
2,335
(861)
-
757
-
-
(588)
(450)
3,866
74
(6)
370
5,274
1,431
4,789
1,621
2,983
274
-
668
3,081
-
(7,416)
(719)
(392)
-
20
736
6,299
1,577
9,913
1,824
2,906
(3,137)
-
3,467
-
-
4,848
(3,093)
(698)
-
(5)
1,052
(63,984)
1,408
2,896
(8,507)
-
(63,984)
(263.63) $
(263.63) $
242,708
242,708
-
1,408
5.78
5.76
243,736
244,450
$
$
-
2,896
2.23
1.84
1,295,811
1,574,344
$
$
-
(8,507)
(4.21) $
(4.21) $
2,019,235
2,019,235
(1, 403)
(351)
(0.09)
(0.09)
4,028,101
4,028,101
2012
2013
As of December 31,
2014
2015
2016
26,735
211,415
193,630
4,706
172,619
-
2
13,079
10,262
27,868
8,605
4,468
-
-
3
14,795
1,227
75,575
9,334
23,712
19,419
-
19
42,529
5,269
74,006
17,577
22,276
24,226
-
21
34,153
4,541
143,317
20,033
76,022
84,539
1,741
57
45,521
* We have retroactively adjusted these amounts to account for the adoption of the ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30), Simplifying the
Presentation of Debt Issuance Costs. Refer to Note 2 (w) to the financial statements.
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OTHER FINANCIAL DATA
FLEET DATA
Total number of vessels at end of period (including leased
vessels)
Average number of vessels(1)
Total calendar days for fleet(2)
Total available days for fleet(3)
Total operating days for fleet(4)
Total time charter days for fleet
Total bareboat charter days for fleet
Fleet utilization(5)
Amounts in U.S. dollars
AVERAGE DAILY RESULTS
Time charter equivalent(6)
Vessel operating expenses(7)
General and administrative expenses(8)
U.S. dollars in thousands
Adjusted EBITDA(9)
2012
2013
Year Ended December 31,
2014
2015
2016
7.0
7.0
2,562
2,546
2,544
124
2,420
99.92%
0.0
5.1
1,852
1,852
1,852
-
1,852
100.00%
1.0
0.5
195
195
195
195
-
100.00%
3.0
2.2
810
805
796
796
-
98.91%
6.0
5.0
1,812
1,812
1,799
1,799
-
99.28%
$
$
$
$
11,951
318
2,763
$
$
$
10,484
402
1,759
$
$
$
17,892
5,862
11,974
$
$
$
15,961
5,914
3,684
$
$
$
15,396
5,470
1,604
2012
2013
2014
2015
2016
18,575
$
13,715
$
163
$
3,058
$
16,186
(1)
(2)
(3)
(4)
(5)
Average number of vessels is the number of vessels that constituted our fleet (including leased vessels) for the relevant period, as measured by the sum of
the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.
Calendar days are the total days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet over the
relevant period and affect both the amount of revenues and expenses that we record during that period.
Available days are the number of calendar days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or scheduled
guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the aggregate amount of time that we spend
positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels
should be capable of generating revenues.
Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen technical
circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenue.
Fleet utilization is calculated by dividing the number of operating days during a period by the number of available days during that period. The shipping
industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its
vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of newbuildings, vessel upgrades, special or
intermediate surveys and vessel positioning.
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(6)
Time charter equivalent rate, or TCE rate, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating
TCE rate is consistent with industry standards and is determined by dividing TCE revenues by operating days for the relevant time period. TCE revenues are
revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would
otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE revenues and TCE rate, which are non-U.S. GAAP measures,
provide additional supplemental information in conjunction with shipping revenues, the most directly comparable U.S. GAAP measure, because it assists
our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. The following table
below reflects the reconciliation of TCE revenues to revenues as reflected in the consolidated statements of operations and our calculation of TCE rates for
the periods presented.
U.S. dollars in thousands, except average daily time charter
equivalent and total operating days
On a consolidated basis
Revenues
Less:
Voyage expenses
Time charter equivalent revenues
Total operating days
Average Daily Time Charter Equivalent (TCE)
2012
2013
2014
2015
2016
$
31,428
$
20,074
$
3,602
$
13,075
$
28,433
$
$
(1,023)
30,405
$
2,544
(663)
$
19,411
1,852
(113)
3,489
195
$
(370)
$
12,705
796
(736)
27,697
1,799
11,951
$
10,484
$
17,892
$
15,961
$
15,396
(7)
(8)
(9)
Daily vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs are
calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.
Daily general and administrative expenses are calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.
Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization (Adjusted EBITDA), is not a measure prepared in accordance with U.S. GAAP. We
define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of
prepaid hire), vessel impairments, gains on sale of vessels, gains on disposal of subsidiaries and gains/losses on derivative financial instruments. Adjusted
EBITDA is a non-U.S. GAAP financial measure that is used as a supplemental financial measure by management and external users of financial statements,
such as investors, to assess our financial and operating performance. We believe that this non-GAAP financial measure assists our management and
investors by increasing the comparability of our performance from period to period. This is achieved by excluding the potentially disparate effects between
periods of interest, gain/loss on financial instruments, taxes, depreciation and amortization, vessel bareboat charter hire expenses (including amortization of
prepaid hire, vessel impairments, gains on sale of vessels and subsidiaries) and which items are affected by various and possibly changing financing
methods, capital structure and historical cost basis and which items may significantly affect results of operations between periods. This non-U.S. GAAP
measure should not be considered in isolation from, as a substitute for, or superior to financial measures prepared in accordance with U.S. GAAP. In
evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in
this presentation. Our definition of Adjusted EBITDA may not be the same as reported by other companies in the shipping industry or other industries.
Adjusted EBITDA does not represent and should not be considered as an alternative to operating income or cash flow from operations, as determined in
accordance with U.S. GAAP.
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U.S. dollars in thousands
Net (loss)/ income and comprehensive (loss)/ income
2012
2013
(63,984)
1,408
Add: Bareboat charter hire expenses
Add: Amortization of prepaid bareboat charter hire
Add: Vessel depreciation
Add: Impairment on vessel
Add: Interest and finance costs
Add: Loss/(gain) on derivative financial instruments
Less: Gain on sale of vessels
Less: Gain on disposal of subsidiaries
Less: Interest income
-
-
11,458
61,484
9,345
447
-
-
(175)
-
-
6,429
-
7,443
171
(14)
(1,591)
(131)
2014
2015
2016
2,896
-
-
757
-
450
(3,866)
-
-
(74)
(8,507)
1,052
5,274
1,431
668
3,081
719
392
-
-
-
6,299
1,577
3,467
-
3,093
698
-
-
-
Adjusted EBITDA
18,575
13,715
163
3,058
16,186
B.
Capitalization and Indebtedness
Not Applicable.
C.
Reasons for the Offer and Use of Proceeds
Not Applicable.
D.
Risk Factors
The following risks relate principally to the industry in which we operate and our business in general. Any of these risk factors could materially and
adversely affect our business, financial condition or operating results and the trading price of our common shares.
RISKS RELATED TO OUR INDUSTRY
The international tanker industry has historically been both cyclical and volatile and this may lead to reductions and volatility in our charter rates, our
vessel values, our revenues, earnings and cash flow results.
The international tanker industry in which we operate is cyclical, with attendant volatility in charter hire rates, vessel values and industry profitability. For
tanker vessels, the degree of charter rate volatility has varied widely. Please see "—The international oil tanker industry has experienced volatile charter rates and
vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future." Currently, all of our vessels are employed
on time charters. However, changes in spot rates and time charters can affect the revenues we will receive from operations in the event our charterers default or seek
to renegotiate the charter hire, and can affect the value of our vessels, even if they are employed under long-term time charters. Our ability to re-charter our vessels
on the expiration or termination of their time or bareboat charters and the charter rates payable under any renewal or replacement charters will depend upon, among
other things, economic conditions in the tanker markets and several other factors outside of our control. If we enter into a charter when charter rates are low, our
revenues and earnings will be adversely affected. A decline in charter hire rates will also likely cause the value of our vessels to decline.
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Fluctuations in charter rates and vessel values result from changes in the supply and demand for vessels and changes in the supply and demand for oil,
chemicals and other liquids our vessels carry. Factors affecting the supply and demand for our vessels are outside of our control and are unpredictable. The nature,
timing, direction and degree of changes in the tanker industry conditions are also unpredictable.
Factors that influence demand for tanker vessel capacity include:
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supply and demand for petroleum products and chemicals carried;
changes in oil production and refining capacity resulting in shifts in trade flows for oil products;
the distance petroleum products and chemicals are to be moved by sea;
global and regional economic and political conditions, including developments in international trade, national oil reserves policies, fluctuations in
industrial and agricultural production, armed conflicts and work stoppages;
increases in the production of oil 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 oil pipelines in those markets;
environmental and other legal and regulatory developments;
currency exchange rates;
weather, natural disasters and other acts of God;
competition from alternative sources of energy, other shipping companies and other modes of transportation; and
international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars.
The factors that influence the supply of tanker capacity include:
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the number of newbuilding deliveries;
current and expected newbuilding orders for vessels;
the scrapping rate of older vessels;
vessel freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of vessels;
the price of steel and vessel equipment;
technological advances in the design and capacity of vessels;
potential conversion of vessels for alternative use;
changes in environmental and other regulations that may limit the useful lives of vessels;
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port or canal congestion;
the number of vessels that are out of service at a given time; and
changes in global petroleum and chemical production.
The factors affecting the supply and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in
industry conditions are unpredictable, including those discussed above. While market conditions generally improved during 2015 and 2016, continued volatility may
reduce demand for transportation of oil, petroleum products and chemicals over longer distances and increase the supply of tankers, which may have a material
adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.
The international oil tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and
vessel values will not decrease in the near future.
The Baltic Dirty Tanker Index, or the BDTI, a U.S. dollar daily average of charter rates issued by the Baltic Exchange that takes into account input from
brokers around the world regarding crude oil fixtures for various routes and oil tanker vessel sizes, has been volatile. For example, in 2016, the BDTI reached a high of
1,065 and a low of 496. The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI, has similarly been volatile. In 2016, the BCTI reached a high of 719
and a low of 346. Although the BDTI and BCTI were 850 and 644, respectively, as of March 10, 2017, there can be no assurance that the crude oil and petroleum
products charter market will increase, and the market could again decline. This volatility in charter rates depends, among other factors, on (i) the demand for crude oil
and petroleum products, (ii) the inventories of crude oil and petroleum products in the United States and in other industrialized nations, (iii) oil refining volumes, (iv)
oil prices, and (v) any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing
countries.
If the charter rates in the oil tanker market decline from their current levels, our future earnings may be adversely affected, we may have to record impairment
adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our loan agreements.
Volatile economic conditions throughout the world could have an adverse impact on our operations and financial results.
Among other factors, we face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities
markets around the world.
The world economy continues to face a number of challenges. Concerns persist regarding the debt burden of certain European countries and their ability to
meet future financial obligations and the overall stability of the euro. A renewed period of adverse development in the outlook for the financial stability of European
countries, or market perceptions concerning these and related issues, could reduce the overall demand for oil and chemicals, and thus for shipping and our services,
and thereby could affect our financial position, results of operations and cash available for distribution. In addition, turmoil and hostilities in the Middle East and
other geographic areas and countries may negatively impact the world economy.
A general deterioration in the global economy may also cause a decrease in worldwide demand for certain goods and, thus, shipping. In the past, economic
and governmental factors, together with concurrent declines in charter rates and vessel values, have had a material adverse effect on our results of operations,
financial condition and cash flows, causing the price of our common shares to decline.
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Further, the economic slowdown in China has and may continue to exacerbate the effect on us of any slowdown in the rest of the world. Specifically, China
currently has one of the world's fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. The
growth rate of China's GDP for the year ended December 31, 2016 was estimated to be around 6.7%, the slowest growth rate in twenty-five years. China and other
countries in the Asia Pacific region may continue to experience slow or even negative economic growth in the future. Our financial condition and results of
operations, as well as our future prospects, would likely be impeded by a continuing or worsening economic downturn in any of these countries.
European countries have likewise experienced relatively slow growth. Over the past several years, the credit markets in Europe have experienced significant
contraction, deleveraging and reduced liquidity, and European authorities continue to implement a broad variety of governmental action and/or new regulation of the
financial markets. Worldwide economic conditions have in the past impacted, and could in the future impact, lenders' willingness to provide credit to us and our
customers. In addition, a portion of the credit under our credit facilities is provided by European banking institutions. If economic conditions in Europe preclude or
limit financing from these banking institutions, we may not be able to obtain financing from other institutions on terms that are acceptable to us, or at all, even if
conditions outside Europe remain favorable for lending.
The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain financing on acceptable
terms and may otherwise negatively impact our business.
Global financial markets and economic conditions have been volatile. This volatility has negatively affected the general willingness of banks and other
financial institutions to extend credit, particularly to the shipping industry, due to the historically volatile values of vessels. The shipping industry, which is highly
dependent on the availability of credit to finance and expand operations, has been negatively affected by this decline.
As a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from
the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt on terms similar
to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, we cannot be certain that financing will be available if
needed and to the extent required, on acceptable terms. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet
our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of
business opportunities as they arise.
The instability of the Euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and
financial position.
As a result of the credit crisis in Europe, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial
Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In 2011, the European Council agreed on
the need for Eurozone countries to establish a permanent stability mechanism and as a result, the European Stability Mechanism, or the ESM, was established in 2012
to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries. Despite these measures, concerns persist regarding the
debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the Euro. An extended period of adverse
development in the outlook for European countries could reduce the overall demand for oil, petroleum products and chemicals and consequently for our services.
These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.
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We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing
business.
Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national
and international regulations in force in the jurisdictions in which our vessels will operate or are registered, which can significantly affect the operation of our vessels.
These regulations include, but are not limited to the International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and
generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966,
the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for
Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety
Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of
Ships' Ballast Water and Sediments, or the BWM Convention, the U.S. Oil Pollution Act of 1990, or OPA, the Comprehensive Environmental Response,
Compensation and Liability Act, or CERCLA, the U.S. Clean Water Act, the U.S. Clean Air Act, the U.S. Outer Continental Shelf Lands Act, the U.S. Maritime
Transportation Security Act of 2002, or the MTSA, and European Union regulations. Compliance with such laws, regulations and standards, where applicable, may
require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in
order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, the management of ballast waters,
maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address
pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. A failure to comply
with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.
Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability
without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for
the discharge of oil within the 200-mile exclusive economic zone around the United States. Events such as the 2010 explosion of the Deepwater Horizon and the
subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping industry, and modifications to statutory liability
schemes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. An oil spill could result in significant
liability, including fines, penalties and criminal liability and remediation costs for natural resource damages under other federal, state and local laws, as well as third-
party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution
incidents. Although insurance covers certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any
claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends, if any, in the
future.
We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations
may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
The operation of our vessels is affected by the requirements set forth in the United Nations' International Maritime Organization's International Management
Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop
and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and
procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that we acquire in the future will be ISM Code-
certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate
existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports, including
United States and European Union ports.
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In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The
classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and
the International Convention for Safety of Life at Sea. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the
vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
Due to concern over the risk of climate change, a number of countries and the IMO have adopted regulatory frameworks to reduce greenhouse gas
emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or
mandates for renewable energy. In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol
to the United Nations Framework Convention on Climate Change or the Paris Agreement, a new treaty may be adopted in the future that includes restrictions on
shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and
maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and
manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.
Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate
change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may
reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. Any long-term material adverse effect on the oil and
gas industry could have a significant adverse financial and operational impact on our business that we cannot predict with certainty at this time.
Our vessels may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected dry-docking costs, which
may adversely affect our business and financial condition.
The operation of an ocean-going vessel carries inherent risks. Our vessels and their cargoes are at risk of being damaged or lost because of events such as
marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error,
war, terrorism, piracy and other circumstances or events. These hazards may result in death or injury to persons, loss of revenues or property, the payment of
ransoms, environmental damage, higher insurance rates, damage to our customer relationships or delay or re-routing, which may also subject us to litigation. In
addition, the operation of tankers has unique operational risks associated with the transportation of oil or chemicals. An oil or chemical spill may cause significant
environmental damage, and the costs associated with a catastrophic spill could exceed the insurance coverage available to us. Compared to other types of vessels,
tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high
volume of the oil and chemicals transported in such tankers.
If our vessels suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-dock repairs are unpredictable and may be substantial.
We may have to pay dry-docking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, as well
as the actual cost of these repairs, would decrease our earnings. In addition, space at dry-docking facilities is sometimes limited and not all dry-docking facilities are
conveniently located. We may be unable to find space at a suitable dry-docking facility or our vessels may be forced to travel to a dry-docking facility that is not
conveniently located to our vessels' positions. The loss of earnings while these vessels are forced to wait for space or to steam to more distant dry-docking facilities
would decrease our earnings.
In the case of bareboat chartered-out vessels, dry-docking risks, expenses and loss of hire or freight revenue affect the bareboat charterer and not the
shipowner, for the duration of the bareboat charter. In the case of our bareboat chartered-in vessels, dry-docking risks, expenses and loss of hire or freight revenue
affect us. Currently we do not employ any of our vessels on bareboat charters.
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The market value of our vessels, and those we may acquire in the future, may fluctuate significantly, which could cause us to incur losses if we decide to
sell them following a decline in their market values or we may be required to write down their carrying value, which will adversely affect our earnings.
The fair market value of our vessels may increase and decrease depending on the following factors:
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general economic and market conditions affecting the shipping industry;
prevailing level of charter rates;
competition from other shipping companies;
types, sizes and ages of vessels;
the availability of other modes of transportation;
supply and demand for vessels;
shipyard capacity;
cost of newbuildings;
price of steel;
governmental or other regulations; and
technological advances.
If we sell any vessel at a time when vessel prices have fallen, the sale price may be less than the vessel's carrying amount in our financial statements, in
which case we will realize a loss. Vessel prices can fluctuate significantly, and in the case where the market value falls below the carrying amount, we will evaluate the
vessel for a potential impairment adjustment. If the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the
vessel is less than its carrying amount, we may be required to write down the carrying amount of the vessel to its fair value in our financial statements and incur a
loss and a reduction in earnings. See "Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies—Impairment of
Vessels."
An over-supply of tanker capacity may lead to reductions in charter hire rates and profitability.
The market supply of tankers is affected by a number of factors such as demand for energy resources, crude oil, petroleum products and chemicals, as well
as strong overall economic growth of the world economy. If the capacity of new tankers delivered exceeds the capacity of such tankers being scrapped and lost,
vessel capacity will increase, which could lead to reductions in charter rates. As of March 10, 2017, newbuilding orders have been placed for an aggregate of
approximately 12.4% of the existing global tanker fleet with the bulk of deliveries expected during 2017.
An over-supply of oil tankers has already resulted in an increase in oil tanker charter hire rate volatility. If this volatility persists, we may not be able to find
profitable charters for our vessels, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay
dividends.
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Our vessels may call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect
our business, reputation and the market for our common stock.
During the year ended December 31, 2016, none of our vessels have called on ports located in countries subject to sanctions and embargoes imposed by the
U.S. government and other authorities or countries identified by the U.S. government or other authorities as state sponsors of terrorism, such as Iran, Sudan and
Syria. However, from time to time on charterers' instructions, vessels in our fleet may call on such ports, despite provisions in our charters prohibiting charterers from
calling on ports in countries that are subject to U.S., European Union and United Nations sanctions. The U.S. sanctions and embargo laws and regulations vary in
their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be
amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which expanded
the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to companies such as ours and introduces limits on
the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or
petroleum products. In addition, in 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or
causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any
persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the United States,
including conducting business in U.S. dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the
Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing
sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also
includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a
person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil
from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the
person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject
to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that
person's vessels from U.S. ports for up to two years.
On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran
entitled the "Joint Plan of Action," or the JPOA. Under the JPOA, it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear
program is used only for peaceful purposes, the U.S. and European Union would voluntarily suspend certain sanctions for a period of six months. On January 20,
2014, the U.S. and European Union indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures
included, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014
until July 20, 2014. The JPOA was subsequently extended twice.
On July 14, 2015, the P5+1 and the European Union announced that they reached a landmark agreement with Iran titled the Joint Comprehensive Plan of
Action Regarding the Islamic Republic of Iran's Nuclear Program, or the JCPOA, which is intended to significantly restrict Iran's ability to develop and produce
nuclear weapons for 10 years while simultaneously easing sanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S.
jurisdiction and does not involve U.S. persons. On January 16, 2016 ("Implementation Day"), the United States joined the European Union and the U.N. in lifting a
significant number of their nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency, or the IAEA, that Iran had
satisfied its respective obligations under the JCPOA.
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U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealed or permanently terminated at this time.
Rather, the U.S. government has implemented changes to the sanctions regime by: (1) issuing waivers of certain statutory sanctions provisions; (2) committing to
refrain from exercising certain discretionary sanctions authorities; (3) removing certain individuals and entities from OFAC's sanctions lists; and (4) revoking certain
Executive Orders and specified sections of Executive Orders. These sanctions will not be permanently "lifted" until the earlier of "Transition Day," set to occur on
October 20, 2023, or upon a report from the IAEA stating that all nuclear material in Iran is being used for peaceful activities.
Due to the nature of our business and the evolving nature of the foregoing sanctions and embargo laws and regulations, there can be no assurance that we
will be in compliance at all times in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such
violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could
result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment
policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors
of terrorism. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock
trades. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and
those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in
certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by
the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those
countries or entities controlled by their governments. Investor perception of the value of our common stock may be adversely affected by the consequences of war,
the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.
World events could adversely affect our results of operations and financial condition.
The continuing conflicts in the Middle East and elsewhere, and the presence of the United States and other armed forces in Afghanistan and Syria, may lead
to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These
uncertainties could also adversely affect our ability to obtain additional financing or, if we are able to obtain financing, to do so on terms unfavorable to us. In the
past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping. Acts of terrorism and piracy
have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a
material adverse impact on our business, financial condition and results of operations.
Acts of piracy on ocean-going vessels could adversely affect our business.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Arabian Sea, the Red Sea, the
Gulf of Aden off the coast of Somalia, the Indian Ocean and the Gulf of Guinea. Sea piracy incidents continue to occur. Acts of piracy could result in harm or danger
to the crews that man our vessels. If insurers or the Joint War Committee characterize the regions in which our vessels are deployed as "war risk" zones or "war and
strikes" listed areas," respectively, premiums payable for insurance coverage could increase significantly and such coverage may be more difficult to obtain if
available at all. In addition, crew costs, including costs that may be incurred to the extent we employ onboard security guards, could increase in such circumstances.
We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result
of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels, could have a material adverse impact on our business,
results of operations, cash flows, financial condition and ability to pay dividends and may result in loss of revenues, increased costs and decreased cash flows to our
customers, which could impair their ability to make payments to us under our charters.
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Changes in the economic and political environment in China and policies adopted by the Chinese government to regulate its economy may have a
material adverse effect on our business, financial condition and results of operations.
The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in
respects such as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, rate of inflation and balance of
payments position. Prior to 1978, the Chinese economy was a planned economy. Since 1978, increasing emphasis has been placed on the utilization of market forces
in the development of the Chinese economy. Annual and five-year plans, or State Plans, are adopted by the Chinese government in connection with the development
of the economy. Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is
reducing the level of direct control that it exercises over the economy through State Plans and other measures. There is an increasing level of freedom and autonomy
in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a "market economy" and enterprise reform. Limited
price reforms were undertaken, with the result that prices for certain commodities are principally determined by market forces. Many of the reforms are unprecedented
or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to
pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected and could adversely affect our business, operating
results and financial condition.
Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection
procedures can result in the seizure of, delay in the loading, off-loading or delivery of, the contents of our vessels or the levying of customs duties, fines or other
penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to
inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo
uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition, and results of operations.
RISKS RELATED TO OUR COMPANY
Our operating fleet consists of six MR product tankers. Any limitation in the availability or operation of these vessels could have a material adverse
effect on our business, results of operations and financial condition.
As of the date of this annual report, our operating fleet consists of two chartered-in 49,737 dwt product/chemical tankers vessels, the M/T Stenaweco
Energy and the M/T Stenaweco Evolution, two 39,208 dwt product/chemical tankers vessels, the M/T Eco Fleet and the M/T Eco Revolution, and two 49,737 dwt
product/chemical tankers, the M/T Stenaweco Excellence and M/T Nord Valiant. We have also acquired, through our wholly-owned subsidiary, Style Maritime Ltd., a
40% ownership interest in Eco Seven Inc., a Marshall Islands corporation, from Malibu Shipmanagement Co., a Marshall Islands corporation and wholly-owned
subsidiary of the Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos Pistiolis, our President, Chief Executive Officer
and Director, or the Lax Trust. Eco Seven currently owns the M/T Stenaweco Elegance, a 50,118 dwt product/chemical tanker that was delivered from Hyundai Mipo
Dockyard Co., Ltd., or Hyundai, on February 28, 2017. If these vessels are unable to generate revenue as a result of off-hire time, early termination of the applicable
time charter or otherwise, our business, results of operations, financial condition and ability to pay dividends on our common shares could be materially adversely
affected.
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We expect to be dependent on a limited number of customers for a large part of our revenues, and failure of such counterparties to meet their
obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.
In the future, we may enter into various contracts, including pooling arrangements, charter agreements, shipbuilding contracts and credit facilities. Currently,
we have entered into charter agreements, and credit facilities. However, all of our revenues are currently derived from three charterers, Stena Weco A/S, BP Shipping
Limited, and Dampskibsselskabet NORDEN A/S. Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its
obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic
conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, and various
expenses. The combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and
the lack of availability of debt or equity financing may result in a significant reduction in the ability of charterers to make charter payments to us. In addition, in
depressed market conditions, charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable
vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under
those contracts. Should one of our counterparties fail to honor its obligations under agreements with us, we could sustain significant losses that could have a
material adverse effect on our business, financial condition, results of operations and cash flows.
The bareboat charters in connection with our sale and leaseback agreements contain restrictive covenants that may limit our liquidity and corporate
activities, and could have an adverse effect on our financial condition and results of operations.
The bareboat charters in connection with the sale and leaseback agreements for the M/T Stenaweco Energy and the M/T Stenaweco Evolution contain, and
any future sale and leaseback agreements we may enter into are expected to contain, customary covenants and event of default clauses, including cross-default
provisions and restrictive covenants and performance requirements that may affect our operational and financial flexibility. Such restrictions could affect, and in many
respects limit or prohibit, among other things, our ability to incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These
restrictions could also limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can
be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.
Our bareboat charters in connection with the sale and leaseback agreements require us to maintain specified financial ratios, satisfy financial covenants and
contain cross-default clauses, including the following:
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maintain a consolidated leverage ratio of not more than 75%; and
maintain minimum free liquidity of $0.75 million per owned vessel and $0.5 million per bareboated chartered-in vessel.
As of December 31, 2016, we are in compliance with the consolidated leverage ratio and the minimum free liquidity covenants in our sale and leaseback
agreements.
As a result of the restrictions in our bareboat charters in connection with our sale and leaseback agreements, or similar restrictions in our future sale and
leaseback agreements, we may need to seek permission from the owners of our leased vessels in order to engage in certain corporate actions. Their interests may be
different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interest,
which may adversely impact our revenues, results of operations and financial condition.
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A failure by us to meet our payment and other obligations, including our financial covenant requirements, could lead to defaults under our bareboat charters
in connection with our sale and leaseback agreement or any future sale and leaseback agreements. If we are not in compliance with our covenants and we are not able
to obtain covenant waivers or modifications, the current or future owners of our leased vessels, as appropriate, could retake possession of our vessels or require us
to pay down our indebtedness to a level where we are in compliance with our covenants or sell vessels in our fleet. We could lose our vessels if we default on our
bareboat charters in connection with the sale and leaseback agreements, which would negatively affect our revenues, results of operations and financial condition.
Our credit facilities and the Statement of Designations of our Series C Convertible Preferred Shares contain restrictive covenants that limit our business
and financing activities.
The operating and financial restrictions and covenants in our ABN Senior Credit Facility, or the ABN Facility, Norddeutsche Landesbank Girozentrale Bank
of Germany Facility, or the NORD/LB Facility, and any new or amended credit facility we enter into in the future, and the Statement of Designations of our Series C
Convertible Preferred Shares could adversely affect our ability to finance future operations or capital needs or to engage, expand or pursue our business activities.
For example, our ABN Facility and NORD/LB Facility require the consent of our lenders to, among other things:
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incur or guarantee indebtedness outside of our ordinary course of business;
charge, pledge or encumber our vessels;
change the flag, class, management or ownership of our vessels;
change the commercial and technical management of our vessels; and
sell or change the beneficial ownership or control of our vessels.
Likewise, pursuant to the Statement of Designations of our Series C Convertible Preferred Shares, we cannot (i) incur or guarantee indebtedness other than
in the ordinary course of business and to an extent consistent with past practice and necessary and desirable for the prudent operation of our business and (ii) pay
cash dividends on any shares of our capital stock (other than on our Series C Convertible Preferred Shares) without the prior written consent of the investor.
Further, our credit facilities require us to satisfy certain financial and other covenants. Please see "Item 5. Operating and Financial Review and Prospects—B.
Liquidity and Capital Resources." In general, these financial covenants require us to maintain, among other things, a minimum ratio of total net debt to the aggregate
market value of our fleet and minimum free consolidated liquidity per collateralized vessel. A breach of any of these, or other, covenants in our credit facilities would
prevent us from borrowing additional money under our credit facilities and could constitute an event of default under our credit facilities, which, unless cured within
the grace period set forth under the credit facility, if applicable, or waived or modified by our lenders, may provide our lenders with the right to, among other things,
require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in
compliance with our loan covenants, sell vessels in our fleet and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing
the credit facilities, which would impair our ability to continue to conduct our business.
Our ability to comply with the covenants and restrictions contained in our current or future credit facilities may be affected by events beyond our control,
including prevailing economic, financial and industry conditions, interest rate developments, changes in the funding costs of our banks and changes in vessel
earnings and asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of
any of the restrictions, covenants, ratios or tests in our current or future credit facilities, or if we trigger a cross-default contained in our current or future credit
facilities, a significant portion of our obligations may become immediately due and payable. We may not have, or be able to obtain, sufficient funds to make these
accelerated payments. In addition, obligations under our current and future credit facilities are and are expected to be secured by our vessels, and if we are unable to
repay debt under our current or future credit facilities, the lenders could seek to foreclose on those assets.
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Furthermore, if the estimated asset values of the vessels in our fleet decrease, such decreases may limit the amounts we can draw down under our future
credit facilities to purchase additional vessels and our ability to expand our fleet. In addition, we may be obligated to prepay part of our outstanding debt in order to
remain in compliance with the relevant covenants in our current or future credit facilities. If funds under our current or future credit facilities become unavailable as a
result of a breach of our covenants or otherwise, we may not be able to perform our business strategy which could have a material adverse effect on our business,
results of operations and financial condition and our ability to pay dividends.
Servicing current and future debt will limit funds available for other purposes and impair our ability to react to changes in our business.
We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise
available for working capital, capital expenditures and other purposes. As of December 31, 2016, we had a total indebtedness of $86.1 million, excluding deferred
finance fees. Our current or future debt could have other significant consequences on our operations. For example, it could:
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increase our vulnerability to general economic downturns and adverse competitive and industry conditions;
require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
place us at a competitive disadvantage compared to competitors that have less debt or better access to capital;
limit our ability to raise additional financing on satisfactory terms or at all; and
adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which
could result in an event of default under such agreements.
Furthermore, our current or future interest expense could increase if interest rates increase. If we do not have sufficient earnings, we may be required to
refinance all or part of our current or future debt, sell assets, borrow more money or sell more securities, and we cannot guarantee that the resulting proceeds
therefrom, if any, will be sufficient to meet our ongoing capital and operating needs.
If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.
We intend to continue to grow our fleet in the future. Our future growth will primarily depend on our ability to:
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generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt
service);
raise equity and obtain required financing for our existing and new operations;
locate and acquire suitable vessels;
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identify and consummate acquisitions or joint ventures;
integrate any acquired business successfully with our existing operations;
hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet;
enhance our customer base; and
manage expansion.
Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified
personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. We may not be successful in
executing our growth plans and we may incur significant additional expenses and losses in connection therewith.
Future newbuilding projects are subject to risks that could cause delays.
We may in the future enter into additional newbuilding projects. Newbuilding construction projects are subject to risks of delay inherent in any large
construction project caused by numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered
materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced
by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering
changes and work stoppages and other labor disputes, adverse weather conditions, bankruptcy or other financial crisis of the shipyard, a backlog of orders at the
shipyard, or any other events of force majeure. A shipyard's failure to complete the project on time may result in the delay of revenue from the vessel. Any such
failure or delay could have a material adverse effect on our operating results as we will continue to incur other costs to operate our business.
Further, we will need to incur additional borrowings or raise capital through the sale of additional equity or debt securities to acquire any additional vessels
in the future. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such
financing or offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties
that are beyond our control. If we are not able to borrow additional funds, raise other capital or utilize available cash on hand, we may not be able to acquire other
newbuilding or secondhand vessels, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, the performance of our charters and the
creditworthiness of our charterers.
Our inability to re-charter our vessels and the actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability
to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our
inability to obtain financing, or receiving financing at a higher than anticipated cost, may materially affect our results of operation and our ability to implement our
business strategy.
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The industry for the operation of tanker vessels and the transportation of oil, petroleum products and chemicals is highly competitive and we may not
be able to compete for charters with new entrants or established companies with greater resources.
We will employ our tankers and any additional vessels we may acquire in a highly competitive market that is capital intensive and highly fragmented. The
operation of tanker vessels and the transportation of cargoes shipped in these vessels, as well as the shipping industry in general, is extremely competitive.
Competition arises primarily from other vessel owners, including major oil companies as well as independent tanker shipping companies, some of whom have
substantially greater resources than we do. Competition for the transportation of oil, petroleum products and chemicals can be intense and depends on price,
location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with
greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than us.
A limited number of financial institutions hold our cash.
A limited number of financial institutions, including institutions located in Greece, hold all of our cash. Our cash balances have been deposited from time to
time with banks in Monaco, Germany, Holland, United Kingdom and Greece amongst others. Our cash balances are not covered by insurance in the event of default
by these financial institutions. The occurrence of such a default could have a material adverse effect on our business, financial condition, results of operations and
cash flows, and we may lose part or all of our cash that we deposit with such banks.
As a result of the ongoing economic downturn in Greece resulting from the sovereign debt crisis and the related austerity measures implemented by the
Greek government, our management operations in Greece may be negatively affected.
Following the national elections in Greece in September 2015, the previous government has been kept in place. While the government announced its
commitment to the European Union and the Euro, it is required to implement in return a new Memorandum of Understanding between Greece and the "Troika",
comprised of the European Commission, the IMF and the ECB, including numerous austerity measures that could potentially result in increased taxation on shipping
companies. These and related developments may have adverse effects on the Greek economy as well as the political and regulatory environment in Greece. While we
believe that any resulting effects on managing our business and operations would be limited, it is possible that these developments could adversely affect our
operations based in Greece.
We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury
claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, securities litigation,
and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the
outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse
effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which may have a material adverse effect on our
financial condition.
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We may be unable to attract and retain key management personnel and other employees in the international tanker shipping industry, which may
negatively impact the effectiveness of our management and our results of operations.
Our success depends to a significant extent upon the abilities and efforts of our management team. All of our executive officers are employees of Central
Mare Inc., or Central Mare, a related party affiliated with the family of Evangelos J. Pistiolis, our President, Chief Executive Officer and Director, and we have entered
into agreements with Central Mare for the compensation of Evangelos J. Pistiolis, our President, Chief Executive Officer and Director; Alexandros Tsirikos, our Chief
Financial Officer and Director; Vangelis Ikonomou, our Executive Vice President, Chairman and Director; and Demetris Souroullas, our Chief Technical Officer. The
loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely
affect our results of operations. We do not maintain "key man" life insurance on any of our officers.
If labor interruptions are not resolved in a timely manner, they could have a material adverse effect on our business, results of operations, cash flows,
financial condition and available cash.
Central Shipping Monaco SAM, which we refer to as our Fleet Manager or CSM, a related party affiliated with the family of Evangelos J. Pistiolis, our
President, Chief Executive Officer and Director, is responsible for recruiting, mainly through a crewing agent, the senior officers and all other crew members for our
vessels and all other vessels we may acquire. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our
operations from being carried out as we expect and could have a material adverse effect on our business, results of operations, cash flows, financial condition and
available cash.
If we expand our business, we will need to improve our operations and financial systems and staff; if we cannot improve these systems or recruit
suitable employees, our performance may be adversely affected.
Our current operating and financial systems may not be adequate if we implement a plan to expand the size of our fleet, and our attempts to improve those
systems may be ineffective. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our
performance may be adversely affected.
A drop in spot charter rates may provide an incentive for some charterers to default on their charters, which could affect our cash flow and financial
condition.
When we enter into a time charter or bareboat charter, rates under that charter are fixed throughout the term of the charter. If the spot charter rates in the
tanker shipping industry become significantly lower than the time charter equivalent rates that some of our charterers are obligated to pay us under our then existing
charters, the charterers may have incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would
have to attempt to re-charter our vessels at lower charter rates, and as a result we could sustain significant losses which could have a material adverse effect on our
cash flow and financial condition, which would affect our ability to meet our current or future loans or current leaseback obligations. If our current or future lenders
choose to accelerate our indebtedness and foreclose their liens, or if the owners of our leased vessels choose to repossess vessels in our fleet as a result of a default
under the sale and leaseback agreements, our ability to continue to conduct our business would be impaired.
An increase in operating costs could decrease earnings and available cash.
Vessel operating costs include the costs of crew, fuel (for spot chartered vessels), provisions, deck and engine stores, insurance and maintenance and
repairs, which depend on a variety of factors, many of which are beyond our control. Some of these costs, primarily relating to insurance and enhanced security
measures, have been increasing. If any vessels we have or will acquire suffer damage, they may need to be repaired at a dry-docking facility. The costs of dry-
docking repairs are unpredictable and can be substantial. Increases in any of these expenses could decrease our earnings and available cash.
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The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.
In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our fleet ages, operating and other costs will
increase. In the case of bareboat charters, operating costs are borne by the bareboat charterer. Cargo insurance rates also increase with the age of a vessel, making
older vessels less desirable to charterers. Governmental regulations, including environmental regulations, safety or other equipment standards related to the age of
vessels may require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may
engage. As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful
lives.
Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel's useful life, which would
adversely affect our business, results of operations and financial condition.
Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the
expiration of their remaining useful lives, which we estimate to be 25 years from the date of initial delivery from the shipyard. Our cash flows and income are
dependent on the revenues earned by the chartering of our vessels to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful
lives, our business, results of operations and financial condition will be materially and adversely affected.
Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.
We may expand our fleet through the acquisition of secondhand vessels. While we rigorously inspect previously owned or secondhand vessels prior to
purchase, this does not normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had
if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase.
Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may
become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of warranties from the builders if the vessels we buy
are older than one year. In general, the costs to maintain a vessel in good operating condition increase with the age and type of the vessel. In the case of chartered-in
vessels, we run the same risks.
Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new
equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those
expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.
We may not have adequate insurance to compensate us if we lose any vessels that we acquire.
We carry insurance for all vessels we acquire against those types of risks commonly insured against by vessel owners and operators. These insurances
include hull and machinery insurance, protection and indemnity insurance (which includes environmental damage and pollution insurance coverage), freight
demurrage and defense and war risk insurance. Reasonable insurance rates can best be obtained when the size and the age/trading profile of the fleet is attractive. As
a result, rates become less competitive as a fleet downsizes.
In the future, we may not be able to obtain adequate insurance coverage at reasonable rates for the vessels we acquire. The insurers may not pay particular
claims. Our insurance policies also contain deductibles for which we will be responsible as well as limitations and exclusions that may increase our costs or lower our
revenue.
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We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.
We may be subject to increased premium payments, or calls, in amounts based on our claim records and the claim records of our Fleet Manager as well as
the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for tort liability, including pollution-
related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls
could result in significant expense to us, which could have a material adverse effect on our business, results of operations and financial condition.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Our vessels may call in ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members.
To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our
crew, we may face governmental or other regulatory claims that could have an adverse effect on our business, results of operations, cash flows, financial condition
and ability to pay dividends.
Maritime claimants could arrest vessels we acquire, which could interrupt our cash flow.
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by "arresting" or "attaching" a vessel through foreclosure
proceedings. The arrest or attachment of one or more vessels we acquire could result in a significant loss of earnings for the related off-hired period. In addition, in
jurisdictions where the "sister ship" theory of liability applies, a claimant may arrest the vessel which is subject to the claimant's maritime lien and any "associated"
vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us or any of our
vessels for liabilities of other vessels that we own.
Governments could requisition vessels we acquire during a period of war or emergency, resulting in loss of earnings.
A government could requisition vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner.
Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur
during a period of war or emergency. Government requisition of any vessels we acquire could negatively impact our revenues should we not receive adequate
compensation.
U.S. federal tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences
to U.S. shareholders.
A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its
gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are
held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, gains from the sale or
exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active
conduct of a trade or business. Income derived from the performance of services does not constitute "passive income" for this purpose. U.S. shareholders of a PFIC
are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the
gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
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In general, income derived from the bareboat charter of a vessel should be treated as "passive income" for purposes of determining whether a foreign
corporation is a PFIC, and such vessel should be treated as an asset which produces or is held for the production of "passive income." On the other hand, income
derived from the time charter of a vessel should not be treated as "passive income" for such purpose, but rather should be treated as services income; likewise, a time
chartered vessel should generally not be treated as an asset which produces or is held for the production of "passive income."
We believe that we were a PFIC for our 2013 taxable year because we believe that at least 50% of the average value of our assets consisted of vessels which
were bareboat chartered and at least 75% of our gross income was derived from vessels on bareboat charter. As a result, U.S. shareholders who owned our stock in
2013 may have been subject to adverse U.S. federal income tax consequences, which are discussed herein.
We believe that we were not a PFIC for our 2014 through 2016 taxable years and do not expect to be treated as a PFIC in subsequent taxable years. In this
regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income.
Accordingly, we believe that our income from our time chartering activities does not constitute ''passive income,'' and the assets that we own and operate in
connection with the production of that income do not constitute passive assets.
There is, however, no direct legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, no assurance can be given
that the United States Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that
we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and
extent of our operations.
Our U.S. shareholders may face adverse U.S. federal income tax consequences and certain information reporting obligations as a result of us being treated as
a PFIC. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such
shareholders, as discussed below under "Taxation– U.S. Federal Income Consequences—U.S. Federal Income Taxation of U.S. Holders"), such shareholders would
be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the
disposition of their common shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the common shares.
See "Taxation —U.S. Federal Income Consequences—U.S. Federal Income Taxation of U.S. Holders" for a more comprehensive discussion of the U.S. federal income
tax consequences to U.S. shareholders as a result of our status as a PFIC.
We may have to pay tax on U.S. source income, which would reduce our earnings.
Under the U.S. Internal Revenue Code of 1986, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as
ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not begin and end, in the United States is characterized as U.S.
source shipping income and such income is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption
from tax under Section 883 of the Code. Although we have qualified for this statutory exemption in previous taxable years and have taken this position for U.S. federal
income tax return reporting purposes and we believe to qualify for the 2016 taxable year, there are factual circumstances beyond our control that could cause us to
lose the benefit of the exemption and thereby become subject to U.S. federal income tax on our U.S. source shipping income. For example, we would fail to qualify for
exemption under Section 883 of the Code for a particular tax year if shareholders, each of whom owned, actually or under applicable constructive ownership rules, a
5% or greater interest in the vote and value of our common stock, owned in the aggregate 50% or more of the vote and value of such stock, and "qualified
shareholders" as defined by the Treasury regulation under Section 883 of the Code did not own, directly or under applicable constructive ownership rules, sufficient
shares in our closely-held block of common stock to preclude the shares in that closely-held block that are not so owned from representing 50% or more of the value
of our common stock for more than half of the number of days during the taxable year. Establishing such ownership by qualified shareholders will depend upon the
status of certain of our direct or indirect shareholders as residents of qualifying jurisdictions and whether those shareholders own their shares through bearer share
arrangements. In addition, such shareholders will also be required to comply with ownership certification procedures attesting that they are residents of qualifying
jurisdictions, and each intermediary or other person in the chain of ownership between us and such shareholders must undertake similar compliance procedures. Due
to the factual nature of the issues involved, we may not qualify for exemption under Section 883 of the Code for any future taxable year.
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RISKS RELATED TO OUR COMMON SHARES
Our share price may continue to be highly volatile, which could lead to a loss of all or part of a shareholder's investment.
The market price of our common shares has fluctuated widely since our common shares began trading in July of 2004 on the Nasdaq Stock Market LLC, or
Nasdaq. Over the last few years, the stock market has experienced price and volume fluctuations. This volatility has sometimes been unrelated to the operating
performance of particular companies. During 2016, the price of our common shares experienced a high of $8.40 in August and November and a low of $1.30 in January.
The market price of our common shares is affected by a variety of factors, including:
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fluctuations in interest rates;
fluctuations in the availability or the price of oil and chemicals;
fluctuations in foreign currency exchange rates;
announcements by us or our competitors;
changes in our relationships with customers or suppliers;
actual or anticipated fluctuations in our semi-annual and annual results and those of other public companies in our industry;
changes in United States or foreign tax laws;
actual or anticipated fluctuations in our operating results from period to period;
shortfalls in our operating results from levels forecast by securities analysts;
market conditions in the shipping industry and the general state of the securities markets;
mergers and strategic alliances in the shipping industry;
changes in government regulation;
a general or industry-specific decline in the demand for, and price of, shares of our common stock resulting from capital market conditions
independent of our operating performance;
the loss of any of our key management personnel; and
our failure to successfully implement our business plan.
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The market price of our common shares has recently declined significantly. If the average closing price of our common shares declines to less than
$1.00 over 30 consecutive trading days, our common shares could be delisted from Nasdaq or trading could be suspended.
On November 4, 2015, we received a notification of deficiency from Nasdaq Global Select Market stating that because the closing bid price of our common
stock for the last 30 consecutive business days was below $1.00 per share, we no longer met the minimum bid price requirement for the Nasdaq Global Select Market,
with a grace period of 180 calendar days to regain compliance. We regained compliance on March 7, 2016, by affecting a one-for-ten reverse stock split of our
common shares.
On January 26, 2016, we received a notification of deficiency from Nasdaq Global Select Market stating that market value of our publicly-held shares fell
below certain minimum requirements for listing on the Nasdaq Global Select Market, with a grace period of 180 calendar days to regain compliance. In addition,
because the market price of our common shares dropped below $5.00 per share, brokers generally prohibit shareholders from using such shares as collateral for
borrowing in margin accounts. This inability to continue to use our common shares as collateral may lead to sales of such shares creating downward pressure on and
increased volatility in the market price of our common shares.
On July 26, 2016, we received a positive determination from the Nasdaq granting approval of our request to transfer our listing to the Nasdaq Capital Market
from the Nasdaq Global Select Market. The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as the Nasdaq
Global Select Market. Our common shares continue to trade under the symbol "TOPS". The Company currently fulfills the listing requirements of the Nasdaq Capital
Market and the approval of the transfer cured our deficiency under Nasdaq Listing Rule 5450(b)(1)(C).
A renewed or continued decline in the closing price of our common shares on Nasdaq could result in a breach of these requirements. Although we would
have an opportunity to take action to cure such a breach, if we do not succeed, Nasdaq could commence suspension or delisting procedures in respect of our
common shares. The commencement of suspension or delisting procedures by an exchange remains, at all times, at the discretion of such exchange and would be
publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In
addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or
delisted common shares, we would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available
concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such common shares. A suspension or delisting
would likely decrease the attractiveness of our common shares to investors, may constitute a breach under certain of our credit agreements and constitute an event
of default under certain classes of our preferred stock and cause the trading volume of our common shares to decline, which could result in a further decline in the
market price of our common shares.
Finally, if the volatility in the market continues or worsens, it could have a further adverse effect on the market price of our common shares, regardless of our
operating performance.
There may not be a continuing public market for you to resell our common shares.
Our common shares currently trade on Nasdaq; however, an active and liquid public market for our common shares may not continue and you may not be
able to sell your common shares in the future at the price that you paid for them or at all.
Further, lack of trading volume in our stock may affect investors' ability to sell their shares. Our common shares have been experiencing low daily trading
volumes in the market. As a result, investors may be unable to sell all or any of their shares in the desired time period, or may only be able to sell such shares at a
significant discount to the previous closing price.
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Certain existing stockholders, who beneficially own approximately 54.2% of our common stock, may have the power to exert control over us, which
may limit your ability to influence our actions.
As of March 10, 2017, the Lax Trust may be deemed to own all of the outstanding shares of Sovereign Holdings Inc., Epsilon Holdings Inc, Oscar
Shipholding Ltd., Race Navigation Inc., or Race Navigation, Tankers Family Inc. and Family Trading Inc., or Family Trading, which in aggregate own approximately
54.2% of our outstanding common shares, including 2,812,500 common shares issuable upon the exercise of 1,250,000 of the 2014 Warrants (defined below) currently
beneficially owned by Race Navigation and 48,649 common issuable upon the conversion of $0.05 million of outstanding debt held by Family Trading under out
Amended Family Trading Credit Facility (defined blow). See also "Item 7—Major Shareholders and Related Party Transactions—A. Major Shareholders." Due to the
number of shares that the Lax Trust may be deemed to own, it has the power to exert considerable influence over our actions and to effectively control the outcome of
matters on which our shareholders are entitled to vote, including the election of our directors and other significant corporate actions. The interests of the Lax Trust or
the family of Mr. Pistiolis may be different from your interests.
The provisions of our Series B Convertible Preferred Shares may require us to issue a large number of common shares upon conversion, which may
significantly depress the trading price of our common shares and significantly dilute existing shareholders.
The conversion price that is used to determine the number of common shares issued to holders of our Series B Convertible Preferred Shares upon
conversion is subject to anti-dilution adjustments and adjustments based upon the trading price of our common shares. Specifically, each Series B Convertible
Preferred Share is convertible into the number of our common shares equal to the quotient of $1,000 plus any accrued and unpaid dividends divided by the lesser of
the following two prices: (i) $2.80 and (ii) 85% of the lowest daily volume weighted average price, or VWAP, of our common shares over the 10 consecutive trading
days expiring on the trading day immediately prior to the date of delivery of a conversion notice, but in no event will the conversion price be less than $1.00. Under
certain circumstances, the aforementioned adjustments may result in us issuing a large number of common shares upon conversion of the Series B Convertible
Preferred Shares, which in turn could significantly depress the trading price of our common shares and significantly dilute existing shareholders. For example,
assuming there are no accrued and unpaid dividends, as of March 10, 2017, the hypothetical conversion of all 611 Series B Convertible Preferred Shares outstanding
at the $1.00 floor price will result in the issuance of 611,000 of our common shares, which represents approximately 7.0% of our currently outstanding common shares.
The provisions of our Series C Convertible Preferred Shares may require us to issue a large number of common shares upon conversion, which may
significantly depress the trading price of our common shares and significantly dilute existing shareholders.
The conversion price that is used to determine the number of common shares issued to holders of our Series C Convertible Preferred Shares upon
conversion is subject to anti-dilution adjustments and adjustments based upon the trading price of our common shares. Specifically, each Series C Convertible
Preferred Share is convertible into the number of our common shares equal to the quotient of $1,000 plus any accrued and unpaid dividends, late charges and
applicable make-whole amount divided by the lesser of the following two prices: (i) $3.75 and (ii) 75% of the lowest VWAP of our common shares over the 21
consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, but in no event will the conversion price be less
than $0.25. Under certain circumstances, the aforementioned adjustments may result in us issuing a large number of common shares upon conversion of the Series C
Convertible Preferred Shares, which in turn could significantly depress the trading price of our common shares and significantly dilute existing shareholders. For
example, assuming there are no accrued and unpaid dividends, as of March 10, 2017, the hypothetical conversion of all 7,500 Series C Convertible Preferred Shares
outstanding at the $0.25 floor price will result in the issuance of 30,000,000 of our common shares, which represents approximately 342.3% of our currently
outstanding common shares.
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Shareholders may experience significant dilution as a result of future equity offerings or issuance if shares are sold at prices significantly below the
price at which shareholders invested.
We may issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, any
exercise of our outstanding warrants issued in June 2014, or our 2014 Warrants, future vessel acquisitions, repayment of outstanding indebtedness, or our equity
incentive plan, without shareholder approval, in a number of circumstances. Our existing shareholders may experience significant dilution if we issue shares in the
future at prices below the price at which previous shareholders invested.
Our issuance of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:
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our existing shareholders' proportionate ownership interest in us will decrease;
the amount of cash available for dividends payable on the shares of our common stock may decrease;
the relative voting strength of each previously outstanding common share may be diminished; and
the market price of the shares of our common stock may decline.
Future issuances or sales, or the potential for future issuances or sales, of our common shares may cause the trading price of our securities to decline
and could impair our ability to raise capital through subsequent equity offerings.
We have issued a significant number of our common shares and we anticipate that we will continue to do so in the future. Shares to be issued in relation to a
future follow-on offering could cause the market price of our common shares to decline, and could have an adverse effect on our earnings per share if and when we
become profitable. In addition, future sales of our common shares or other securities in the public markets, or the perception that these sales may occur, could cause
the market price of our common shares to decline, and could materially impair our ability to raise capital through the sale of additional securities.
Future issuance of common shares may trigger anti-dilution provisions in our outstanding warrants and affect the interests of our common
shareholders.
The 2014 Warrants contain anti-dilution provisions that could be triggered by the issuance of common shares in a future offering, depending on their
offering price. For instance, the issuance by us of common shares for less than $1.47 per common share, which is the current fixed exercise price for the warrant shares
of the 2014 Warrants, could result in an adjustment downward of the exercise price of the warrant shares of the 2014 Warrants and an increase in the number of
shares each warrant is eligible to purchase above 1.70 per 2014 Warrrant. These adjustments could affect the interests of our common shareholders and the trading
price for our common shares. Furthermore and following the issuance our Series C Convertible Preferred Shares and the subsequent trigger of an anti-dilution
provision of our 2014 Warrants, each warrant holder currently has the option to replace the fixed exercise price with a variable exercise price, namely 75% of the
lowest daily VWAP of our common shares over the 21 consecutive trading days expiring on the trading day immediately prior to the date of delivery of an exercise
notice (but in no event can this variable exercise price be less than $0.25) and purchase such proportionate number of shares based on the variable price in effect on
the date of exercise. If using variable exericse price of the Series C Convertible Preferred Shares, as of March 10, 2017, each 2014 Warrant has an exercise price of $1.11
and entitles its holder to purchase 2.25 common shares, as may be further adjusted. Moreover, future issuance of other equity or debt convertible into or issuable or
exchangeable for common shares at a price per share less than the then current exercise price of the warrant shares of the 2014 Warrants would result in similar
adjustments.
Additionally, we value our 2014 Warrants liability at the closing of each fiscal quarter. If the market price of our common stock at the end of the relevant
quarter is higher than the previous quarter or if the exercise price of our warrant shares decreases, there is a strong possibility that we will realize a non-cash loss
attributable to the change in market value. Should the market price of our common stock rise, there is a strong possibility that our 2014 Warrants liability will increase,
which could have a material adverse effect on our business, results of operations and financial condition.
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We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and as a result, shareholders
may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.
Our corporate affairs are governed by Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended,
and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the
United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of
directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or
judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-
statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more
difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation
incorporated in a United States jurisdiction.
It may not be possible for investors to serve process on or enforce U.S. judgments against us.
We and all of our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located
outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are
located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and
officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our
subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against
us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities
against us or our subsidiaries based on those laws.
Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger, amalgamation or
acquisition, which could reduce the market price of our common shares.
Several provisions of our Third Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended, could make it
difficult for our shareholders to change the composition of our Board of Directors in any one year, preventing them from changing the composition of management.
In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.
These provisions include:
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authorizing our Board of Directors to issue "blank check" preferred stock without shareholder approval;
providing for a classified Board of Directors with staggered, three-year terms;
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 at least 80% of the outstanding shares of
our capital stock entitled to vote for the directors;
prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;
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limiting the persons who may call special meetings of shareholders; and
establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by
shareholders at shareholder meetings.
In addition, we have entered into a stockholders rights agreement, or the Stockholders Rights Agreement, that makes it more difficult for a third-party to
acquire us without the support of our Board of Directors. See "Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholders Rights
Agreement." These anti-takeover provisions could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may
reduce the market price of our common stock and your ability to realize any potential change of control premium.
RISKS RELATED TO OUR RELATIONSHIP WITH OUR FLEET MANAGER AND ITS AFFILIATES
We are dependent on our Fleet Manager to perform the day-to-day management of our fleet.
Our executive management team consists of Evangelos J. Pistiolis, our President, Chief Executive Officer and Director; Alexandros Tsirikos, our Chief
Financial Officer and Director; Vangelis Ikonomou, our Executive Vice President, Chairman and Director; and Demetris Souroullas, our Chief Technical Officer. We
subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repair to our Fleet Manager. Furthermore, upon delivery of any
vessels we may acquire, we expect to subcontract their day-to-day management to our Fleet Manager. Our Fleet Manager is a related party affiliated with the family of
Mr. Pistiolis. We are dependent on our Fleet Manager for the technical and commercial operation of our fleet and the loss of our Fleet Manager's services or its failure
to perform obligations to us could materially and adversely affect the results of our operations. If our Fleet Manager suffers material damage to its reputation or
relationships it may harm our ability to:
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continue to operate our vessels and service our customers;
renew existing charters upon their expiration;
obtain new charters;
obtain financing on commercially acceptable terms;
obtain insurance on commercially acceptable terms;
maintain satisfactory relationships with our customers and suppliers; and
successfully execute our growth strategy.
Our Fleet Manager is a privately held company and there may be limited or no publicly available information about it.
Our Fleet Manager is a privately held company. The ability of our Fleet Manager to provide services for our benefit will depend in part on its own financial
strength. Circumstances beyond our control could impair our Fleet Manager's financial strength, and there may be limited publicly available information about its
financial condition. As a result, an investor in our common shares might have little advance warning of problems affecting our Fleet Manager, even though these
problems could have a material adverse effect on us.
Our Fleet Manager may have conflicts of interest between us and its other clients.
We subcontract the day-to-day vessel management of our fleet, including crewing, maintenance and repair to our Fleet Manager. Our Fleet Manager may
provide similar services for vessels owned by other shipping companies, and it also may provide similar services to companies with which our Fleet Manager is
affiliated. These responsibilities and relationships could create conflicts of interest between our Fleet Manager's performance of its obligations to us, on the one
hand, and our Fleet Manager's performance of its obligations to its other clients, on the other hand. These conflicts may arise in connection with the crewing, supply
provisioning and operations of the vessels in our fleet versus vessels owned by other clients of our Fleet Manager. In particular, our Fleet Manager may give
preferential treatment to vessels owned by other clients whose arrangements provide for greater economic benefit to our Fleet Manager. These conflicts of interest
may have an adverse effect on our results of operations.
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ITEM 4.
INFORMATION ON THE COMPANY
A.
History and Development of the Company
Our predecessor, Ocean Holdings Inc., was formed as a corporation in January 2000 under the laws of the Republic of the Marshall Islands and renamed Top
Tankers Inc. in May 2004. In December 2007, Top Tankers Inc. was renamed TOP Ships Inc. Our common stock is currently listed on Nasdaq under the symbol
"TOPS." The current address of our principal executive office is 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece. The telephone number of our
registered office is +30 210 812 8000.
On February 6, 2014, we entered into a memorandum of agreement to purchase the M/T Stenaweco Energy, a 50,000 dwt newbuilding product/chemical
tanker with a time charter, from an entity also affiliated with our President, Chief Executive Officer and Director, Evangelos J. Pistiolis, scheduled for delivery from
Hyundai Mipo Dockyard Co., Ltd., or Hyundai Dockyard, in May 2014.
On March 19, 2014, we acquired five newbuilding vessels under construction, the M/T Stenaweco Evolution, the M/T Eco Fleet, the M/T Eco Revolution,
M/T Stenaweco Excellence, and M/T Nord Valiant, through share purchase agreements we entered into with affiliates of our President, Chief Executive Officer and
Director, Evangelos J. Pistiolis and unrelated third parties. We acquired the shipbuilding contracts for these vessels for an aggregate purchase price of $43.3 million,
paid as follows: $2.5 million in cash and $40.8 million in newly-issued common shares, issued at $70.00 per share. Concurrently with the share purchase agreements,
we entered into an agreement to terminate the memorandum of agreement we had previously entered into on December 5, 2013 and to apply the full amount of the
deposit paid under that memorandum of agreement, in the amount of $7.0 million, to reduce the purchase price under the share purchase agreements.
On April 2, 2014, our Board of Directors determined to affect a one-for-seven reverse stock split of our common shares, which was authorized at our Special
Meeting of Shareholders held on February 24, 2014. The reverse stock split was affected on April 21, 2014. As a result of the reverse stock split, the number of
outstanding shares decreased to 8,309,989 shares and the par value of our common shares remained unchanged at $0.01 per share.
On June 11, 2014, we completed a public offering of 1,000,000 of our common shares and warrants to purchase 500,000 of our common shares at $20.00 per
common share and $0.00001 per warrant (one warrant was originally given the right to purchase one common share). The warrants had an initial exercise price of
$25.00 per share (subject to adjustment), were exercisable immediately, and expire five years from the date of issuance. In addition, the underwriters partially exercised
their overallotment option to purchase an additional 66,000 common shares and 33,000 warrants to purchase common shares (one warrant initially gave the right to
purchase one common share). The underwriters received as compensation 300,000 representative warrants, or the Representative Warrants, to purchase our common
shares with an adjustable exercise price of $25 per share. The gross proceeds from the offering were approximately $21.3 million. Race Navigation, a company wholly-
owned then by our President, Chief Executive Officer and Director, Evangelos J. Pistiolis, purchased $5.0 million of the common shares and warrants in the public
offering.
On June 20, 2014, we took delivery of the M/T Stenaweco Energy. We financed the payment of the final installment for the vessel by (i) entering on June 19,
2014 into a credit facility with Alpha Bank of Greece, or the Alpha Bank Facility, for an amount of $20.1 million and (ii) the proceeds of our public equity offering. On
January 29, 2015, we repaid the Alpha Bank Facility in full with a portion of the proceeds from the sale of the M/T Stenaweco Energy (see below).
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On January 29, 2015 and March 31, 2015, agreements were consummated for the sale and leaseback of the M/T Stenaweco Energy and M/T Stenaweco
Evolution, respectively. The sale and leaseback agreements were entered into with a third party and generated gross proceeds of $57 million. The vessels have been
chartered back on a bareboat basis for seven years at a bareboat hire of $8,586 per day and $8,625 per day, respectively. In addition, we have the option to buy back
each vessel from the end of year three up to the end of year seven at a purchase price depending on when the option is exercised. Indicatively, if the option is
exercised at the end of year three, the purchase price of either one of the vessels will be $25.9 million. We treat the sale and leaseback of the abovementioned vessels
as an operating lease.
On July 15, 2015, we took delivery of the M/T Eco Fleet. We financed the payment of the final installment for the vessel by entering into the ABN Facility,
under which we drew down $22.2 million. On January 21, 2016, we took delivery of the M/T Eco Revolution and financed the payment of the final installment for the
vessel by drawing down $22.2 million from the ABN Facility. On August 1, 2016, in connection with the expected delivery of the M/T Nord Valiant, we amended the
ABN Facility to increase the borrowing limit to $64.4 million and added another tranche to the loan. On August 5, 2016, we drew down $20.0 million under the ABN
Facility and on August 10, 2016, we took delivery of the M/T Nord Valiant. As of December 31, 2016, we had $59.8 million outstanding under the facility and no
available capacity for further borrowings.
On December 23, 2015, we entered into an agreement with Family Trading, a company that is owned by the Lax Trust pursuant to which, Family Trading lent
us up to $15 million under an unsecured revolving credit facility, or the Family Trading Facility, in order to fund our newbuilding program and working capital relating
to our operating vessels. This facility was initially repayable in cash no later than December 31, 2016, with an option to extend the facility's repayment up to December
31, 2017. Family Trading also assumed our liabilities of approximately $3.8 million related to the early termination in 2011 of the bareboat charter for the M/T Delos that
were immediately due. See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Operating Leases." As consideration for the
assumption of these liabilities, Family Trading received 1,355,816 of our common shares on January 12, 2016. We had the right to buy back up to 60% of these shares
at any time until December 31, 2016, which we did not exercise. On December 28, 2016, we extended the maturity of the Family Trading loan to January 31, 2017 and on
January 27, 2017, we further extended its maturity to February 28, 2017. On February 21, 2017, the Family Trading Facility was extended to December 31, 2018. See "—
Recent Developments" below.
We have made the following drawdowns under the Family Trading Facility: $3.9 million in December 2015, $1.5 million in March 2016; $0.6 million in May
2016; $1.1 million in July 2016; $3.3 million in August 2016; $0.7 million in September 2016; and $1.0 million in December 2016. We have also made the following
repayments under the facility: $1.1 million in July 2016; $2.4 million in September 2016 and $4.4 million during November 2016. As of December 31, 2016, we had $4.1
million outstanding under the facility and $10.9 available capacity for further borrowings.
On January 28, 2016, our Board of Directors determined to affect a one-for-ten reverse stock split of our common shares, which was authorized at our Annual
Meeting of Shareholders held on December 23, 2015. The reverse stock split was effected on February 22, 2016. As a result of the reverse stock split, the number of
outstanding shares decreased to 3,433,711 shares and the par value of our common shares remained unchanged at $0.01 per share.
On May 11, 2016, we entered into the NORD/LB Facility to partially finance the delivery of the M/T Stenaweco Excellence. On May 13, 2016, we drew down
$23.2 million under the NORD/LB Facility and on May 20, 2016, we took delivery of the M/T Stenaweco Excellence. As of December 31, 2016, we had $22.2 million
outstanding under the facility and no available capacity for further borrowings.
On September 14, 2016, we declared a dividend of one preferred share purchase right for each outstanding common share and adopted a shareholder rights
plan, as set forth in a stockholders rights agreement dated as of September 22, 2016, by and between us and Computershare Trust Company, N.A., as rights agent.
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On November 22, 2016, we completed a private placement of up to 3,160 Series B Convertible Preferred Shares for an aggregate principal amount of up to $3.0
million. YA II CD, Ltd, or Yorkville, purchased 1,579 Series B Convertible Preferred Shares at the initial closing of the Series B Transaction and 527 Series B
Convertible Preferred Shares on November 28, 2016 for a total consideration of $2.0 million and has waived the right to purchase any additional Series B Convertible
Preferred Shares. The Series B Convertible Preferred Shares are convertible into common shares pursuant to the terms of Certificate of Designation to the Series of the
Series B Convertible Preferred Shares. Subsequent to December 31, 2016, we issued 854,756 common shares pursuant to conversions of 1,495 Series B Convertible
Preferred Shares. For more information about the Series B Convertible Preferred Shares, please see "Item 10. Additional Information—B. Memorandum and Articles
of Association—Description of Series B Convertible Preferred Shares." In connection with the Series B Transaction, we also entered into a registration rights
agreement with Yorkville, or the Registration Rights Agreement, to provide it with certain registration rights.
Recent Developments
On January 3, and on February 7, 2017, we repaid $1.0 million and $3.0 million respectively under the Family Trading Facility.
On January 27, 2017, we extended the maturity of the Family Trading Facility to February 28, 2017.
On February 2, 2017, we entered into a common stock purchase agreement with Kalani Investments Limited, or the Investor, for the sale of up to $3.1 million
of our common stock that we may sell from time to time to the Investor, over the next 24 months, or the Equity Line Offering. As of March 10, 2017, we have sold an
aggregate 1,054,842 shares of our common stock to the Investor under the Equity Line Offering, with aggregate gross proceeds from the sale of $1.8 million. Pursuant
to the Equity Line Offering, we also issued 22,835 common shares as a commitment fee to the Investor as consideration for entering into the Equity Line Offering
representing the quotient of $46,491 (1.5% of $3,099,367) divided by $2.0360.
On February 6, 2017, we issued a 6% Original Issue Discount Promissory Note, or the Note, to the Investor at a nominal amount of $3.5 million for a
consideration of $3.3 million. The Note has a mandatory redemption 100 days from issuance.
On February 14, 2017, we entered into a securities purchase agreement with a non-affiliated non-U.S. institutional investor affiliated with the Investor,
pursuant to which we sold 7,500 newly issued Series C Convertible Preferred Shares to this investor, or the Series C Transaction, for $7.5 million. The Series C
Convertible Preferred Shares are convertible into a number of our common shares equal to the quotient of $1,000 plus any accrued and unpaid dividends, late charges
and applicable make-whole amount divided by the lesser of the following two prices: (i) $3.75 and (ii) 75% of the lowest daily VWAP of our common shares over the
21 consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, but in no event will this conversion price be
less than $0.25. In connection with the sale of Series C Convertible Preferred Shares, we issued 72,910 common shares as a commitment fee to the non-affiliated
investor as consideration for entering into the transaction representing the quotient of $112,500 (1.5% of the purchase price of $7.5 million) divided by $1.54298. As of
March 10, 2017, we have issued 0 common shares in connection with the conversions of Series C Convertible Preferred Shares. The securities sold in this private
placement will not be registered under the Securities Act of 1933, as amended, or state securities laws as of the time of issuance and may not be offered or sold in the
United States absent registration with the SEC or an applicable exemption from such registration requirements.
On February 20, 2017, we, through our wholly-owned subsidiary, Style Maritime Ltd., acquired a 40% ownership interest in Eco Seven Inc., a Marshall
Islands corporation, or Eco Seven, from Malibu Shipmanagement Co., a Marshall Islands corporation and wholly-owned subsidiary of the Lax Trust for an aggregate
purchase price of $6.5 million, pursuant to a share purchase agreement, or the Eco Seven Transaction. Eco Seven currently owns M/T Stenaweco Elegance, a 50,118
dwt product/chemical tanker that was delivered from Hyundai on February 28, 2017. Eco Seven is also a party to a time charter agreement that commenced upon the
vessel's delivery at a rate of $16,500 per day for the first three years, and at the charterer's option, $17,500 for the first optional year and $18,500 for the second
optional year. The Eco Seven Transaction was approved by a special committee of the Company's board of directors, or the Transaction Committee, of which the
majority of the directors were independent. In the course of its deliberations, the Transaction Committee hired and obtained a fairness opinion from an independent
financial advisor.
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On February 21, 2017, we amended and restated the Family Trading Facility, or the Amended Family Trading Credit Facility, in order to, among other things,
allow us to remove any limitation in the use of funds drawn down under the facility, reduce the mandatory cash payment due under the facility when we raise capital
through the issuance of certain securities, remove the revolving feature of the facility, and extend the facility for up to three years. Specifically, under the terms of the
Amended Family Trading Credit Facility, if we raise capital via the issuance of warrants, debt or equity, we are obliged to repay any amounts due under the Amended
Family Trading Credit Facility and any accrued interest and fees up to the time of the issuance in cash or in shares of our common stock at Family Trading's option.
Family Trading retains the right to delay this mandatory repayment at its absolute discretion. For the first six months after the execution of the facility, no more than
$3.5 million can be mandatorily prepaid in cash. Subject to certain adjustments pursuant the terms of the Amended Family Trading Credit Facility, the number of
common shares to be issued as repayment of the amounts outstanding under the facility will be calculated by dividing the amount redeemed by 80% of the lowest
daily volume weighted average price of the common shares on the Nasdaq Capital Market during the twenty consecutive trading days ending on the trading day
prior to the payment date, or the Applicable Price, provided, however, that at no time shall the Applicable Price be lower than $0.60 per common share. The Amended
Family Trading Credit Facility was approved by a special committee of the Company's board of directors, or the Special Committee, of which the majority of
the directors were independent. In the course of its deliberations, the Special Committee hired and obtained a fairness opinion from an independent financial advisor.
Further, in the case where we raise capital (whether publicly or privately) and the Applicable Price is higher than the lowest of (henceforth the "Issuance
Price"):
a. the price per share issued upon an equity offering of the Company;
b. the exercise price of warrants or options for our common shares;
c. the conversion price of any convertible security into our common shares; or
d. the implied exchange price of the our common shares pursuant to an asset to equity or liability to equity swap
, then the Applicable Price will be reduced to the Issuance Price. Finally, in case the Applicable Price is higher than the exercise price of the Issuer's outstanding 2014
Warrants, the Applicable Price will be reduced to the exercise price of such outstanding warrants. The Amended Family Trading Credit Facility bears interest at the
rate of 10% per annum.
On February 21 and 22, 2017, we issued an aggregate 777,000 common shares as payment for $1.2 million for accrued commitment fees, extension fees and
interest outstanding under the Amended Family Trading Credit Facility.
2014 Warrants
Our 2014 Warrants contain certain anti-dilution provisions, which were triggered as a result of the reverse stock split, Series B Transaction, the Equity Line
Offering, Series C Transaction and Amended Family Trading Credit Facility. As of March 10, 2017, the exercise price of our outstanding 2014 Warrants was $1.47 per
warrant and each warrant could buy 1.70 common shares. Also, each warrant holder could, in its sole discretion, replace the fixed exercise price with a variable
exercise price currently 75% of the lowest daily VWAP of our common shares over the 21 consecutive trading days expiring on the trading day immediately prior to
the date of delivery of an exercise notice (but in no event can this variable exercise price be less than $0.25) and buy a proportionate number of common shares based
on the variable price in effect on the date of exercise. If using the aforementioned variable exercise price, as of March 10, 2017, each 2014 Warrant has an exercise
price of $1.11 and entitles its holder to purchase 2.25 common shares, as may be further adjusted. As of March 10, 2017, an aggregate 2,862,172 2014 Warrants have
been exercised for a total issuance of 2,479,898 common shares.
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B.
Business Overview
We are an international owner and operator of modern, fuel efficient eco medium range, or MR, tanker vessels focusing on the transportation of crude oil,
petroleum products (clean and dirty) and bulk liquid chemicals. As of the date of this annual report, our fleet consists of two chartered-in 49,737 dwt product/chemical
tankers vessels, the M/T Stenaweco Energy and the M/T Stenaweco Evolution, two 39,208 dwt product/chemical tankers vessels, the M/T Eco Fleet and the M/T Eco
Revolution, and two 49,737 dwt product/chemical tankers, the M/T Stenaweco Excellence and M/T Nord Valiant. We have also acquired, through our wholly-owned
subsidiary, a 40% ownership interest in Eco Seven. Eco Seven currently owns the M/T Stenaweco Elegance, a 50,118 dwt product/chemical tanker that was delivered
from Hyundai on February 28, 2017. For more information, please see "Item 4. Information on the Company—A. History and Development of the Company—Recent
Developments."
We intend to continue to review the market in order to identify potential acquisition targets on accretive terms.
We believe we have established a reputation in the international ocean transport industry for operating and maintaining vessels with high standards of
performance, reliability and safety. We have assembled a management team comprised of executives who have extensive experience operating large and diversified
fleets of tankers and who have strong ties to a number of national, regional and international oil companies, charterers and traders.
Our Fleet
The following tables present our fleet list as of the date of this annual report:
Chartered-in fleet:
Name
Deadweight
Charterer
M/T Stenaweco Energy
M/T Stenaweco Evolution
49,737
49,737
Stena Weco
A/S
Stena Weco
A/S
* Options may be exercised at the charterer's option.
Charter
Duration
Expiry of Firm Charter Period
Gross Rate fixed period/ options*
5.5+1+1 years
February 2020
$16,500** / $17,350 / $18,100
5+1+1 years
April 2020
$16,200*** / $17,200 / $18,000
** $14,600 commencing from January 1, 2017 until June 30, 2018. Thereafter the rate will be $16,500 until February 25, 2020.
*** $14,600 commencing from May 1, 2017 until April 30, 2018. Thereafter the rate will be $16,200 from May 1, 2018 until April 3, 2019. From April 4, 2019 to April 4,
2020 the rate will be $16,350.
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Operating fleet:*
Name
Deadweight
Charterer
M/T Eco Fleet
M/T Eco Revolution
M/T Stenaweco Excellence
M/T Nord Valiant
39,208
39,208
49,737
49,737
Charter
Duration
Expiry of Firm Charter Period
Gross Rate fixed period/ options**
3+1+1 years
July 2018
$15,200 / $16,000 / $16,750
3+1+1 years
January 2019
$15,200 / $16,000 / $16,750
BP Shipping
Limited
BP Shipping
Limited
Stena Weco A/S 3+1+1 years
DS Norden A/S 5+1+1 years
May 2019
August 2021
$16,200 / $17,200 / $18,000
$16,800 / $17,600 / $18,400
* We have also acquired, through our wholly-owned subsidiary, a 40% ownership interest in Eco Seven. Eco Seven currently owns the M/T Stenaweco Elegance, a
50,118 dwt product/chemical tanker that was delivered on from Hyundai on February 28, 2017. Eco Seven is also a party to a time charter agreement that commenced
upon the vessel's delivery at a rate of $16,500 per day for the first three years, and at the charterer's option, $17,500 for the first optional year and $18,500 for the
second optional year. For more information, please see "Item 4. Information on the Company—A. History and Development of the Company—Recent
Developments."
** Options may be exercised at the charterer's option.
Management of our Fleet
Our Fleet Manager provides all operational, technical and commercial management services for our fleet. Please see "Item 7. Major Shareholders and Related
Party Transactions—B. Related Party Transactions—Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements."
Officers, Crewing and Employees
As of the date of this annual report, our employees include our executive officers and a number of administrative employees whose services are provided
according to an agreement with Central Mare. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Central
Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements." In addition, our Fleet Manager is responsible for recruiting, mainly through
a crewing agent, the senior officers and all other crew members for our vessels. We believe the streamlining of crewing arrangements will ensure that all our vessels
will be crewed with experienced seamen that have the qualifications and licenses required by international regulations and shipping conventions.
The International Shipping Industry
The seaborne transportation industry is a vital link in international trade, with ocean going vessels representing the most efficient and often the only method
of transporting large volumes of basic commodities and finished products. Demand for tankers is dictated by world oil demand and trade, which is influenced by
many factors, including international economic activity; geographic changes in oil production, processing, and consumption; oil price levels; inventory policies of
the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India.
Shipping demand, measured in tonne-miles, is a product of (a) the amount of cargo transported in ocean going vessels, multiplied by (b) the distance over
which this cargo is transported. The distance is the more variable element of the tonne-mile demand equation and is determined by seaborne trading patterns, which
are principally influenced by the locations of production and consumption. Seaborne trading patterns are also periodically influenced by geo-political events that
divert vessels from normal trading patterns, as well as by inter-regional trading activity created by commodity supply and demand imbalances. Tonnage of oil
shipped is primarily a function of global oil consumption, which is driven by economic activity as well as the long-term impact of oil prices on the location and related
volume of oil production. Tonnage of oil shipped is also influenced by transportation alternatives (such as pipelines) and the output of refineries.
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Demand for tankers and tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity, as well as the long-
term impact of oil prices on the location and related volume of oil production. Global oil demand returned to limited growth in 2010 and has since been expanding at a
modest pace, as a steady rise in Asia has outweighed decreasing demand in Europe and in the United States. According to the International Energy Agency, global
oil demand for 2016 has been revised as of December 2016 to 94.4 million barrels/day compared to 93.2 million barrels/day during 2015.
We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time
or bareboat charters according to prevailing market conditions.
We will compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. We will
arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions. We will compete
primarily with owners of tankers in the handymax class sizes. Ownership of tankers is highly fragmented and is divided among major oil companies and independent
vessel owners.
Seasonality
We operate our tankers in markets that have historically exhibited seasonal variations in demand and, therefore, charter rates. This seasonality may affect
operating results. However, to the extent that our vessels are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on
our business.
Risk of Loss and Liability Insurance Generally
The operation of any cargo vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption due to
political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and
other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability
upon owners, operators and demise charterers of any vessel for oil pollution accidents in the United States Exclusive Economic Zone, has made liability insurance
more expensive for ship owners and operators trading in the United States market. While we maintain hull and machinery insurance, war risks insurance, protection
and indemnity cover and freight, demurrage and defense cover for our operating fleet in amounts that we believe to be prudent to cover normal risks in our
operations, we may not be able to achieve or maintain this level of coverage throughout a vessel's useful life. Furthermore, while we believe that our present
insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain
adequate insurance coverage at reasonable rates.
Hull and Machinery Insurance
We have obtained marine hull and machinery, marine interests and war risk insurance, which includes the risk of actual or constructive total loss, general
average, particular average, salvage, salvage charges, sue and labor, damage received in collision or contact with fixed or floating objects for all of the vessels in our
fleet. Our vessels are covered up to at least fair market value, with deductibles of $100,000 per vessel per incident. For any vessels that are under bareboat charters,
the charterer is responsible for arranging and paying for all insurances that may be required.
Protection and Indemnity Insurance
Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which covers our third-party
liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other
third parties, loss or damage to cargo, collision liabilities, damage to other third-party property, pollution arising from oil or other substances and wreck removal.
Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or P&I Clubs. Cover is
subject to the current statutory limits of liability and the applicable deductibles per category of claim. Our current protection and indemnity insurance coverage for
pollution stands at $1.0 billion for any one event.
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The 13 P&I Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling
agreement to reinsure each association's liabilities. Each P&I Association has capped its exposure to this pooling agreement at approximately $5.5 billion. As a
member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on its claim records as well as
the claim records of all other members of the individual associations, and members of the pool of P&I Associations comprising the International Group.
Environmental and Other Regulations
Governmental laws and regulations significantly affect the ownership and operation of our vessels. We are subject to various international conventions,
laws and regulations in force in the countries in which our vessels may operate or are registered. Compliance with such laws, regulations and other requirements
entails significant expense, including vessel modification and implementation costs.
A variety of government, quasi-governmental, and private organizations subject our vessels to both scheduled and unscheduled inspections. These
organizations include the local port authorities, national authorities, harbor masters or equivalent entities, classification societies, relevant flag state (country of
registry) and charterers, particularly terminal operators and oil companies. Some of these entities require us to obtain permits, licenses, certificates and approvals for
the operation of our vessels. Our failure to maintain necessary permits, licenses, certificates or approvals could require us to incur substantial costs or temporarily
suspend operation of one or more of the vessels in our fleet, or lead to the invalidation or reduction of our insurance coverage.
We believe that the heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers have led to greater
inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns
have created a demand for tankers that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that
emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with applicable local, national and international
environmental laws and regulations. We believe that the operation of our vessels will be in substantial compliance with applicable environmental laws and
regulations and that our vessels will have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations; however,
because such laws and regulations are frequently changed and may impose increasingly strict requirements, we cannot predict the ultimate cost of complying with
these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that results in
significant oil pollution or otherwise causes significant adverse environmental impact, such as the 2010 Deepwater Horizon oil spill in the Gulf of Mexico, could result
in additional legislation or regulation that could negatively affect our profitability.
International Maritime Organization
The United Nation's International Maritime Organization, or the IMO, is the United Nations agency for maritime safety and the prevention of pollution by
ships. The IMO has adopted several international conventions that regulate the international shipping industry, including but not limited, to the International
Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution
Damage, and the International Convention for the Prevention of Pollution from Ships of 1973, or the MARPOL Convention. The MARPOL Convention is broken into
six Annexes, each of which establishes environmental standards relating to different sources of pollution: Annex I relates to oil leakage or spilling; Annexes II and III
relate to harmful substances carried, in bulk, in liquid or packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and
Annex VI, adopted by the IMO in September of 1997, relates to air emissions.
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In 2012, the Marine Environment Protection Committee, MEPC, adopted by resolution amendments to the international code for the construction and
equipment of ships carrying dangerous chemicals in bulk, IBC Code. The provisions of the IBC Code are mandatory under MARPOL and SOLAS. These
amendments, which entered into force in June 2014, pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identify
new products that fall under the IBC Code. In May 2014, additional amendments to the IBC Code were adopted and became effective in January 2016. These
amendments pertain to the installation of stability instruments and cargo tank purging. In 2013, the MEPC adopted by resolution amendments to the MARPOL Annex
I Conditional Assessment Scheme, CAS. These amendments, which became effective on October 1, 2014, pertain to revising references to the inspections of bulk
carriers and tankers after the 2011 ESP Code, which enhances the programs of inspections, becomes mandatory. We may need to make certain financial expenditures
to comply with these amendments.
Air Emissions
In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution. Effective May 2005, Annex VI sets limits on nitrogen oxide emissions
from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000. It also prohibits "deliberate emissions" of "ozone
depleting substances," defined to include certain halons and chlorofluorocarbons. "Deliberate emissions" are not limited to times when the ship is at sea; they can
for example include discharges occurring in the course of the ship's repair and maintenance. Emissions of "volatile organic compounds" from certain tankers, and the
shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls (PCBs)) are also prohibited. Annex
VI also includes a global cap on the sulfur content of fuel oil (see below).
Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil
used on board ships. As of January 1, 2012, the amended Annex VI requires that fuel oil contain no more than 3.50% sulfur. On October 27, 2016, at its 70th session,
MEPC 70, MEPC announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from the current 3.5% to 0.5% as of
the beginning of 2020 rather than pushing the deadline back to 2025. By 2020 ships will now have to either remove sulfur from emissions through the use of emission
scrubbers or buy fuel with low sulfur content.
Sulfur content standards are even stricter within certain "Emission Control Areas," or ECAs. As of July 1, 2010, ships operating within an ECA were not
permitted to use fuel with sulfur content in excess of 1.0%, which was further reduced to 0.10% as of January 1, 2015. Amended Annex VI establishes procedures for
designating new ECAs. The Baltic Sea and the North Sea have been so designated. Ocean-going vessels in these areas are subject to stringent emission controls,
which may cause us to incur additional costs. On August 1, 2012, certain coastal areas of North America were designated ECAs and effective January 1, 2014 the
United States Caribbean Sea was designated an ECA. If other ECAs are approved by the IMO or other new or more stringent requirements relating to emissions from
marine diesel engines or port operations by vessels are adopted by the EPA or the states where we operate, compliance with these regulations could entail significant
capital expenditures or otherwise increase the costs of our operations.
U.S. air emissions standards are now equivalent to these amended Annex VI requirements, and once these amendments become effective, we may incur
costs to comply with these revised standards. At MEPC 70, MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxides, effective January 1, 2021. It is
expected that these areas will be formally designated after the draft amendments are presented at MEPC's next session. Additional or new conventions, laws and
regulations may be adopted that could require the installation of expensive emission control systems.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for new ships. Under these measures, by 2025, all new ships
built will be 30% more energy efficient than those built in 2014. Currently operating ships are now required to develop and implement Ship Energy Efficiency
Management Plans, SEEMPs, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile, as defined by the Energy
Efficient Design Index, or EEDI.
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Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of
installation. The U.S. Environmental Protection Agency, or EPA, promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Other federal
and state regulations relating to the control of greenhouse gas emissions may follow, including climate change initiatives that have recently been considered in the
U.S. Congress. Furthermore, in the United States individual states can also enact environmental regulations. For example, California has introduced caps for
greenhouse gas emission and, in the end of 2016, signaled it might take additional actions regarding climate change. As a result of these designations or similar future
designations, we may be required to incur additional operating or other costs.
Safety Management System Requirements
The IMO also adopted the International Convention for the Safety of Life at Sea, or SOLAS, and the International Convention on Load Lines, or LL, which
impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL standards. May 2012
SOLAS amendments entered into force as of January 1, 2014. Additionally, May 2013 SOLAS amendments, pertaining to emergency drills, entered into force in
January 2015. Several SOLAS regulations also came into effect in 2016, including regulations regarding adequate vessel integrity maintenance, structural
requirements, and construction. The Convention on Limitation for Maritime Claims, LLMC, was recently amended and the amendments went into effect on June 8,
2015. The amendments alter the limits of liability for a loss of life or personal injury claim and a property claim against ship owners.
Our operations are also subject to environmental standards and requirements contained in the International Safety Management Code for the Safe Operation
of Ships and for Pollution Prevention, or ISM Code, promulgated by the IMO under Chapter IX of SOLAS. The ISM Code requires the owner of a vessel, or any
person who has taken responsibility for operation of a vessel, to develop an extensive safety management system that includes, among other things, the adoption of
a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to
emergencies. We will rely upon the safety management system that has been developed for our vessels for compliance with the ISM Code.
The ISM Code requires that vessel operators also obtain a safety management certificate for each vessel they operate. This certificate evidences compliance
by a vessel's management with code requirements for a safety management system. No vessel can obtain a certificate unless its manager has been awarded a
document of compliance, issued by each flag state, under the ISM Code. Our manager is in the process to obtain documents of compliance for its offices and safety
management certificates for all of our vessels for which the certificates are required by the ISM Code. These documents of compliance and safety management
certificates are renewed as required.
Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases
in, or invalidation of, available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports.
Pollution Control and Liability Requirements
IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatory nations to
such conventions. For example, many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil
Liability for Oil Pollution Damage of 1969, as amended by different Protocol in 1976, 1984, and 1992, and amended in 2000, or the CLC. Under the CLC and depending
on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner is strictly liable for pollution damage
caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability,
expressed using the International Monetary Fund currency unit of Special Drawing Rights. The limits on liability have since been amended so that compensation
limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner's personal fault and under the 1992
Protocol where the spill is caused by the shipowner's personal act or omission by intentional or reckless act or omission where the shipowner knew pollution damage
would probably result. The CLC requires ships covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability for a
single incident. We believe that our protection and indemnity insurance will cover the liability under the plan adopted by the IMO.
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The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on
shipowners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners
of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international
limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended).
With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship's bunkers typically is determined by the national or other domestic laws
in the jurisdiction where the events or damages occur.
In addition, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM
Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements to
be replaced in time with mandatory concentration limits. All ships will also have to carry a ballast water record book and an International Ballast Water Management
Certificate. The BWM Convention enters into force 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than
35% of the gross tonnage of the world's merchant shipping. On September 8, 2016, this threshold was met (with 52 contracting parties making up 35.14%). Thus, the
Convention will enter into force on September 8, 2017. The IMO has passed a resolution encouraging the ratification of the Convention and calling upon those
countries that have already ratified to encourage the installation of ballast water management systems on new ships. Many of the implementation dates originally
written into the BWM Convention have already passed, so that once the BWM Convention enters into force, the period for installation of mandatory ballast water
exchange requirements would be extremely short, with several thousand ships a year needing to install ballast water management systems, or BWMS. For this reason,
on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that they are triggered by the entry into force
date and not the dates originally in the BWM Convention. This in effect makes all vessels constructed before the entry into force date 'existing' vessels, and allows
for the installation of a BWMS on such vessels at the first renewal survey following entry into force. At MEPC 70, MEPC updated "guidelines for approval of ballast
water managements systems (G8)." G8 updates previous guidelines concerning the procedures to approve BWMS.
Upon entry into force of the BWM Convention, mid-ocean ballast water exchange would become mandatory for our vessels. When mid-ocean ballast
exchange or ballast water treatment requirements become mandatory, the cost of compliance could increase for ocean carriers and the costs of ballast water
treatments may be material. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the
introduction of invasive and harmful species via such discharges. The United States, for example, requires vessels entering its waters from another country to
conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Although we do not believe that the
costs of such compliance would be material, it is difficult to predict the overall impact of such a requirement on our operations.
The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and
what effect, if any, such regulations might have on our operations.
U.S. Regulations
The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from
oil spills. OPA affects all "owners and operators" whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters,
which includes the U.S. territorial sea and its 200 nautical mile exclusive economic zone. The United States has also enacted the Comprehensive Environmental
Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, whether on land or at sea. OPA and
CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Accordingly, both OPA and
CERCLA impact our operations.
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Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or
omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges
of oil from their vessels. OPA defines these other damages broadly to include:
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injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
injury to, or economic losses resulting from, the destruction of real and personal property;
net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural
resources;
loss of subsistence use of natural resources that are injured, destroyed or lost;
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire,
safety or health hazards, and loss of subsistence use of natural resources
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective December 21, 2015, the U.S. Coast Guard, or
the USCG, adjusted the limits of OPA liability to the greater of $2,200 per gross ton or $18,796,800 for any double-hull tanker that is over 3,000 gross tons (subject to
periodic adjustment for inflation), and our fleet is entirely composed of vessels of this size class. These limits of liability do not apply if an incident was proximately
caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting
pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the
responsible party fails or refuses to (i) report the incident where the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and
assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act
(Section 311 (c), (e)) or the Intervention on the High Seas Act.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damage for
injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or health effects
studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability
under CERCLA is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton
or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat
of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety,
construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable
cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.
OPA and CERLA each preserve the right to recover damages under existing law, including maritime tort law.
OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to
meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility
obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee.
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OPA permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they
accept, at a minimum, the levels of liability established under OPA. Some states have enacted legislation providing for unlimited liability for discharge of pollutants
within their waters, however, in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining tanker owners'
responsibilities under these laws.
The 2010 Deepwater Horizon oil spill in the Gulf of Mexico may also result in additional regulatory initiatives or statutes, including the raising of liability caps
under OPA. For example, on August 15, 2012, the U.S. Bureau of Safety and Environmental Enforcement, or the BSEE, issued a final drilling safety rule for offshore oil
and gas operations that strengthens the requirements for safety equipment, well control systems, and blowout prevention practices. In December 2015, the BSEE
announced a new pilot inspection program for offshore facilities. In April 2015, it was announced that new regulations are expected to be imposed in the United
States regarding offshore oil and gas drilling. Furthermore, on December 20, 2016, the United States President invoked a law that banned offshore oil and gas drilling
in large areas of the Arctic and the Atlantic Seaboard. It is presently unclear how long this ban will remain in effect. A ban on new drilling in Canadian Arctic waters
was announced simultaneously. Compliance with any new requirements of OPA may substantially impact our cost of operations or require us to incur additional
expenses to comply with any new regulatory initiatives or statutes.
Through our P&I Club membership, we maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the
damages from a catastrophic spill were to exceed our insurance coverage, it could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a
duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for
the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, many U.S. states that border a
navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil
or a release of a hazardous substance. These laws may be more stringent than U.S. federal law.
The United States Environmental Protection Agency, or the EPA, regulates the discharge of ballast and bilge water and other substances in United States
waters under the CWA. The EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels and recreational vessels) comply with
a permit that regulates ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters the Vessel
General Permit for Discharges Incidental to the Normal Operation of Vessels, or the VGP. For a new vessel delivered to an owner or operator after September 19, 2009
to be covered by the VGP, the owner must submit a Notice of Intent, or the NOI, at least 30 days before the vessel operates in United States waters. In March 2013,
the EPA re-issued the VGP for another five years, and the new VGP took effect in December 2013. The 2013 VGP focuses on authorizing discharges incidental to
operations of commercial vessels and the 2013 VGP contains ballast water discharge limits for most vessels to reduce the risk of invasive species in US waters, more
stringent requirements for exhaust gas scrubbers and the use of environmentally acceptable lubricants. We have submitted NOIs for our vessels where required and
do not believe that the costs associated with obtaining and complying with the VGP will have a material impact on our operations.
The USCG regulations adopted under the U.S. National Invasive Species Act, or NISA, also impose mandatory ballast water management practices for all
vessels equipped with ballast water tanks entering or operating in U.S. waters, which require the installation of equipment to treat ballast water before it is discharged
in U.S. waters or, in the alternative, the implementation of other port facility disposal arrangements or procedures. Vessels not complying with these regulations are
restricted from entering U.S. waters. The USCG must approve any technology before it is placed on a vessel, but has not yet approved the technology necessary for
vessels to meet these standards.
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Notwithstanding the foregoing, as of January 1, 2014, vessels are technically subject to the phasing-in of these standards. As a result, the USCG has
provided waivers to vessels which cannot install the as-yet unapproved technology. The EPA, on the other hand, has taken a different approach to enforcing ballast
discharge standards under the VGP. On December 27, 2013, the EPA issued an enforcement response policy in connection with the new VGP in which the EPA
indicated that it would take into account the reasons why vessels do not have the requisite technology installed, but will not grant any waivers.
It should also be noted that in October 2015, the Second Circuit Court of Appeals issued a ruling that directed the EPA to redraft the sections of the 2013
VGP that address ballast water. However, the Second Circuit stated that 2013 VGP will remains in effect until the EPA issues a new VGP.
Compliance with the EPA and the USCG regulations could require the installation of equipment on our vessels to treat ballast water before it is discharged or
the implementation of other port facility disposal arrangements or procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S.
waters. In addition, certain states have enacted more stringent discharge standards as conditions to their required certification of the VGP.
We believe we are in compliance with the EPA and the USCG regulations that require vessels to treat ballast water before it is discharged, since all our
vessels have, and our new buildings will have, ballast water treatment systems.
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), or the CAA, requires the EPA to promulgate standards applicable to emissions
of volatile organic compounds and other air contaminants. Our vessels will be subject to vapor control and recovery requirements for certain cargoes when loading,
unloading, ballasting, cleaning and conducting other operations in regulated port areas. Should our vessels operate in such port areas with restricted cargoes they
will be equipped with vapor recovery systems that satisfy these requirements. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to
attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel
loading and unloading operations by requiring the installation of vapor control equipment.
European Union Regulations
In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including
minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the
quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws or
regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability
claims.
Greenhouse Gas Regulation
Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework
Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to
reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on
November 4, 2016. The Paris Agreement does not directly limited greenhouse gas emissions for ships.
As of January 1, 2013, all new ships must comply with two new sets of mandatory requirements adopted by the IMO's Marine Environmental Protection
Committee, or the MEPC, in July 2011 relating to greenhouse gas emissions. Under these measures, by 2025, all new ships built will be 30% more energy efficient than
those built in 2014. Currently operating ships are now required to develop Ship Energy Efficiency Management Plans, and minimum energy efficiency levels per
capacity mile will apply to new ships. These requirements could cause us to incur additional compliance costs. The IMO is also planning to implement market-based
mechanisms to reduce greenhouse gas emissions from ships at an upcoming MEPC session. In April 2015, a regulation was adopted requiring that large ships (over
5,000 gross tons) calling at European Union ports from January 2018 collect and publish data on carbon dioxide emissions and other information.
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In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety and has adopted regulations to limit
greenhouse gas emissions from certain mobile sources and has proposed regulations to limit greenhouse gases from large stationary sources. The EPA enforces both
the CAA and the international standards found in Annex VI of MARPOL concerning marine diesel engines, their emissions, and the sulphur content in marine fuel.
Any passage of climate control legislation or other regulatory initiatives adopted by the IMO, European Union, the U.S. or other countries where we operate, or any
treaty adopted at the international level to succeed the Kyoto Protocol or the Paris Agreement that restrict emissions of greenhouse gases from marine vessels could
require us to make significant financial expenditures, including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time.
International Labour Organization
The International Labour Organization, or ILO, is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the
Maritime Labor Convention 2006, or the MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure
compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 entered into force on August 20, 2013. MLC 2006 requires us
to develop new procedures to ensure full compliance with its requirements. Amendments to the MLC 2006 were adopted in 2014 and more amendments were
proposed in 2016. The MLC 2006 requires us to develop new procedures to ensure full compliance with its requirements.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the U.S.
Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the USCG issued regulations
requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. The regulations also
impose requirements on certain ports and facilities, some of which are regulated by the EPA.
Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new Chapter XI-
2 became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with the International
Ship and Port Facilities Security Code, or the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism.
To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the
vessel's flag state. Among the various requirements, some of which are found in SOLAS, are:
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on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from
among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;
on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;
the development of vessel security plans;
ship identification number to be permanently marked on a vessel's hull;
a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to
fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name
of the registered owner(s) and their registered address; and
compliance with flag state security certification requirements.
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Ships operating without a valid certificate, may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.
The USCG regulations, intended to align with international maritime security standards, exempt from MTSA vessel security measures non-U.S. vessels
provided such vessels have on board a valid ISSC that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code.
Inspection by Classification Societies
Every seagoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in class," signifying that the
vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel's
country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and
corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities
concerned.
The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These
surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.
For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are
required to be performed as follows:
Annual Surveys: For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for
special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.
Intermediate Surveys: Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after
commissioning and each class renewal. Intermediate surveys are to be carried out at or between the occasion of the second or third annual survey.
Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship's hull, machinery, including the electrical plant,
and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly
examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the
classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial
amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey
every four or five years, depending on whether a grace period was granted, a vessel owner has the option of arranging with the classification society for the vessel's
hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle.
At an owner's application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This
process is referred to as continuous class renewal.
All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals
between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
Most vessels are also dry-docked every 30 to 36 months for inspection of the underwater parts and for repairs related to inspections. If any defects are
found, the classification surveyor will issue a "recommendation" which must be rectified by the ship owner within prescribed time limits.
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Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in class" by a classification society which is a member
of the International Association of Classification Societies. All new and secondhand vessels that we purchase must be certified prior to their delivery under our
standard contracts and memorandum of agreement. If the vessel is not certified on the date of closing, we have no obligation to take delivery of the vessel.
Customers
Our customers include national, regional and international companies. We have historically derived a significant part of our revenue from a small number of
charterers In 2016, 100% of our revenue was derived from three charterers, 54% from Stena Weco A/S, 38% from BP Shipping Limited and 8% from DS Norden A/S. In
2015, 97% of our revenue was derived from two charterers, Stena Weco A/S and BP Shipping Limited, which respectively provided 78% and 19% of our revenues,
respectively. We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, seek to adjust the charter hire periods
for our vessels according to prevailing market conditions.
C.
Organizational Structure
We are a Marshall Islands corporation with principal executive offices located at 1 Vasilisis Sofias and Megalou Alexandrou Str, 15124 Maroussi, Greece. We
own and charter-in our vessels through wholly-owned subsidiaries that are incorporated in the Marshall Islands or other jurisdictions generally acceptable to lenders
in the shipping industry. Our significant wholly-owned subsidiaries as of December 31, 2016 are listed in Exhibit 8.1 to this annual report on Form 20-F.
D.
Property, Plants and Equipment
For a list of the vessels of our fleet, please see "Item 4. Information on the Company—B. Business Overview—Our Fleet" above and for a description of our
major encumbrances on our fleet please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities".
We do not own any real estate property.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following presentation of management's discussion and analysis is intended to discuss our financial condition, changes in financial condition and
results of operations, and should be read in conjunction with our historical consolidated financial statements and their notes included in this annual report.
This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual
results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in "Item 3. Key
Information—Risk Factors" and elsewhere in this report.
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A.
Operating Results
Factors Affecting our Results of Operations
We believe that the important measures for analyzing trends in the results of our operations consist of the following:
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Calendar days. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are
an indicator of the size of our fleet during the relevant period and affect both the amount of revenues and expenses that we record during that
period.
Available days. We define available days as the number of calendar days less the aggregate number of days that our vessels are off-hire due to
scheduled repairs, or scheduled guarantee inspections in the case of newbuildings, vessel upgrades or special or intermediate surveys and the
aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the
number of days in a period during which vessels should be capable of generating revenues.
Operating days. We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-
hire due to unforeseen technical circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period
that our vessels actually generate revenues.
Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during
that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and
minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case
of newbuildings, vessel upgrades, special or intermediate surveys and vessel positioning.
Spot Charter Rates. Spot charter rates are volatile and fluctuate on a seasonal and year-to-year basis. Fluctuations derive from imbalances in the
availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes.
Bareboat Charter Rates. Under a bareboat charter party, all operating costs, voyage costs and cargo-related costs are covered by the charterer,
who takes both the operational and the shipping market risk.
TCE Revenues / TCE Rates. We define TCE revenues as revenues minus voyage expenses. Voyage expenses primarily consist of port, canal and
fuel costs that are unique to a particular voyage, which would otherwise be paid by a charterer under a time charter, as well as commissions. We
believe that presenting revenues net of voyage expenses neutralizes the variability created by unique costs associated with particular voyages or
the deployment of vessels on the spot market and facilitates comparisons between periods on a consistent basis. We calculate daily TCE rates by
dividing TCE revenues by operating days for the relevant time period. TCE revenues include demurrage revenue, which represents fees charged to
charterers associated with our spot market voyages when the charterer exceeds the agreed upon time required to load or discharge a cargo.
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In the shipping industry, economic decisions are based on vessels' deployment upon anticipated TCE rates, and industry analysts typically measure
shipping freight rates in terms of TCE rates. This is because under time-charter and bareboat contracts the customer usually pays the voyage expenses, while under
voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Consistent with industry
practice, we use TCE rates because it provides a means of comparison between different types of vessel employment and, therefore, assists our decision-making
process.
In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the
same measures to assess our future financial performance. In assessing the future performance of our fleet, the greatest uncertainty relates to future charter rates at
the expiration of a vessel's present period employment, whether under a time charter or a bareboat charter. Decisions about future purchases and sales of vessels are
based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall
state of the shipping market and the availability of relevant purchase candidates.
Voyage Revenues
Our voyage revenues are driven primarily by the number of vessels in our fleet, the number of operating days during which our vessels generate revenues
and the amount of daily charterhire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel
acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs,
maintenance and upgrade work, the duration of the charter, the age, condition and specifications of our vessels, levels of supply and demand in the global
transportation market for oil and oil products and other factors affecting spot market charter rates such as vessel supply and demand imbalances.
Vessels operating on period charters, time charters or bareboat charters provide more predictable cash flows, but can yield lower profit margins than vessels
operating in the short-term, or spot, charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market, either
directly or through a pool arrangement, generate revenues that are less predictable, but may enable us to capture increased profit margins during periods of
improvements in charter rates, although we are exposed to the risk of declining charter rates, which may have a materially adverse impact on our financial
performance. If we employ vessels on period charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on
period time charters.
Under a time charter, the charterer typically pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and
port and canal charges. We remain responsible for paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and
maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, and we also pay commissions to CSM, one or
more unaffiliated ship brokers and to in-house brokers associated with the charterer for the arrangement of the relevant charter.
Under a bareboat charter, the vessel is chartered for a stipulated period of time, which gives the charterer possession and control of the vessel, including the
right to appoint the master and the crew. Under bareboat charters, all voyage and operating costs are paid by the charterer.
As of the date of this annual report, we have bareboat chartered-in two product/chemical tankers, own another four product/chemical tankers vessels and
own a 40% ownership interest of an entity that owns one product/chemical tanker vessel. We may in the future operate vessels in the spot market until the vessels
have been chartered under appropriate medium to long-term charters.
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Voyage Expenses
Voyage expenses primarily consist of port charges, including canal dues, bunkers (fuel costs) and commissions. All these expenses, except commissions, are
paid by the charterer under a time charter or bareboat charter contract. The amount of voyage expenses are primarily driven by the routes that the vessels travel, the
amount of ports called on, the canals crossed and the price of bunker fuels paid.
Charter Hire Expenses
Charter hire expenses represent lease payments for vessels we bareboat charter-in.
On January 29, 2015 and March 31, 2015, we entered into sale and leaseback agreements for the M/T Stenaweco Energy and M/T Stenaweco Evolution,
respectively, with a duration of seven years.
Vessel Operating Expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares
and consumable stores, tonnage taxes and value added tax, or VAT, and other miscellaneous expenses for vessels that we own or lease under our operating leases.
We analyze vessel operating expenses on a U.S. dollar per day basis. Additionally, vessel operating expenses can fluctuate due to factors beyond our control, such
as unplanned repairs and maintenance attributable to damages or regulatory compliance and factors which may affect the shipping industry in general, such as
developments relating to insurance premiums, or developments relating to the availability of crew.
Dry-docking Costs
Dry-docking costs relate to regularly scheduled intermediate survey or special survey dry-docking necessary to preserve the quality of our vessels as well
as to comply with international shipping standards and environmental laws and regulations. Dry-docking costs can vary according to the age of the vessel, the
location where the dry-dock takes place, shipyard availability, local availability of manpower and material, and the billing currency of the yard. Please see "Item 18.
Financial Statements—Note 2—Significant Accounting Policies." In the case of tankers, dry-docking costs may also be affected by new rules and regulations. For
further information please see "Item 4. Information on the Company—B. Business Overview—Environmental Regulations."
Management Fees—Related Parties
As of March 31, 2014, we have outsourced to CSM all operational, technical and commercial functions relating to the chartering and operation of our
vessels. We outsourced the above functions pursuant to a letter agreement between CSM and TOP Ships Inc. and management agreements between CSM and our
then vessel-owning subsidiaries on March 10, 2014. See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Central
Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements" and "Item 7. Major Shareholders and Related Party Transactions—B.
Related Party Transactions—Central Mare Letter Agreement, Management Agreements, and Other Agreements."
General and Administrative Expenses
Our general and administrative expenses include executive compensation paid to Central Mare for the compensation of our executive officers and a number
of administrative staff, office rent, legal and auditing costs, regulatory compliance costs, other miscellaneous office expenses, non-cash stock compensation, and
corporate overhead. Central Mare provides the services of the individuals who serve in the position of Chief Executive Officer, Chief Financial Officer, Executive Vice
President and Chief Technical Officer as well as a number of administrative employees. For further information please see "Item 7. Major Shareholders and Related
Party Transactions—B. Related Party Transactions—Central Mare Letter Agreement, Management Agreements, and Other Agreements" and "Item 18. Financial
Statements—Note 6—Transactions with Related Parties."
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A portion of our general and administrative expenses are denominated in Euros and are therefore affected by the conversion rate of the U.S. dollar versus
the Euro.
Interest and Finance Costs
We incur interest expense on outstanding indebtedness under our loans and credit facilities, which we include in interest and finance costs. We also incur
finance costs in establishing those debt facilities which are deferred and amortized over the period of the respective facility. The amortization of the finance costs is
presented in interest and finance costs.
Inflation
Inflation has not had a material effect on our expenses. In the event that significant global inflationary pressures appear, these pressures would increase our
operating, voyage, administrative and financing costs.
Lack of Historical Operating Data for Vessels before Their Acquisition
Although vessels are generally acquired free of charter, we have acquired (and may in the future acquire) some vessels with time charters. Where a vessel
has been under a voyage charter, the vessel is usually delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the
hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes
to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer entering into a separate direct agreement, or a novation
agreement, with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter because it is a separate agreement between the
vessel owner and the charterer.
Where we identify any intangible assets or liabilities associated with the acquisition of a vessel, we allocate the purchase price to identified tangible and
intangible assets or liabilities based on their relative fair values. Fair value is determined by reference to market data and the discounted amount of expected future
cash flows. Where we have assumed an existing charter obligation or entered into a time charter with the existing charterer in connection with the purchase of a
vessel at charter rates that are less than market charter rates, we record a liability, based on the difference between the assumed charter rate and the market charter
rate for an equivalent vessel. Conversely, where we assume an existing charter obligation or enter into a time charter with the existing charterer in connection with the
purchase of a vessel at charter rates that are above market charter rates, we record an asset, based on the difference between the market charter rate for an equivalent
vessel and the contracted charter rate. This determination is made at the time the vessel is delivered to us, and such assets and liabilities are amortized as a reduction
or increase to revenue over the remaining period of the charter.
None of the vessels acquired in 2014 gave rise to a recognition of any intangible asset or liability associated with those acquisitions.
When we purchase a vessel and assume or renegotiate a related time charter, we must take the following steps before the vessel will be ready to commence
operations:
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obtain the charterer's consent to us as the new owner;
obtain the charterer's consent to a new technical manager;
in some cases, obtain the charterer's consent to a new flag for the vessel;
arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer;
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ö
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replace all hired equipment on board, such as gas cylinders and communication equipment;
negotiate and enter into new insurance contracts for the vessel through our own insurance brokers; and
register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state.
The following discussion is intended to help you understand how acquisitions of vessels affect our business and results of operations. Our business is
comprised of the following main elements:
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employment and operation of tankers; and
management of the financial, general and administrative elements involved in the conduct of our business and ownership of tankers.
The employment and operation of our vessels require the following main components:
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vessel maintenance and repair;
crew selection and training;
vessel spares and stores supply;
contingency response planning;
onboard safety procedures auditing;
accounting;
vessel insurance arrangement;
vessel chartering;
vessel security training and security response plans (ISPS);
obtain ISM certification and audit for each vessel within the six months of taking over a vessel;
vessel hire management;
vessel surveying; and
vessel performance monitoring.
The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the
following main components:
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management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts;
management of our accounting system and records and financial reporting;
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administration of the legal and regulatory requirements affecting our business and assets; and
management of the relationships with our service providers and customers.
The principal factors that affect our profitability, cash flows and shareholders' return on investment include:
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charter rates and periods of charter hire for our tankers;
utilization of our tankers (earnings efficiency);
levels of our tanker's operating expenses and dry-docking costs;
depreciation and amortization expenses;
financing costs; and
fluctuations in foreign exchange rates.
RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
The following table depicts changes in the results of operations for 2016 compared to 2015 and 2015 compared to 2014.
Year Ended December 31,
Change
2016
$
%
YE15 v YE14
YE16 v YE15
$
Voyage Revenues
Voyage expenses
Bareboat charter hire
expenses
Amortization of prepaid
bareboat charter hire
Vessel operating
expenses
Vessel depreciation
Management fees-related
parties
Other operating income /
(loss)
General and
administrative expenses
Vessels impairment
charge
Expenses
Operating income / (loss)
Interest and finance costs
(Loss)/Gain on derivative
financial instruments
Interest income
Other, net
Total other (expenses) /
income, net
Net income/(loss)
2014
2015
($ in thousands)
13,075
370
3,602
113
-
-
1,143
757
703
(861)
2,335
-
4,190
(588)
(450)
3,866
74
(6)
3,484
2,896
5,274
1,431
4,789
668
1,621
274
2,983
3,081
20,491
(7,416)
(719)
(392)
-
20
(1,091)
(8,507)
263.0 %
227.4 %
15,358
366
100.0 %
1,025
100.0 %
319.0 %
-11.8 %
130.6 %
146
5,124
2,799
203
%
117.5 %
98.9 %
19.4 %
10.2 %
107.0 %
419.0 %
12.5 %
131.8 %
(3,411)
-1244.9 %
27.8 %
(77)
-2.6 %
100.0 %
389.0 %
-1,161.2 %
59.8 %
-110.1 %
100.0 %
433.3 %
-131.3 %
-393.8 %
(3,081)
3,094
12,264
(2,374)
(306)
-
(25)
(2,705)
9,559
-100.0 %
15.1 %
165.4 %
330.2 %
78.1 %
-
-125.0 %
247.9 %
112.4 %
9,473
257
5,274
1,431
3,646
(89)
918
1,135
648
3,081
16,301
(6,828)
(269)
(4,258)
(74)
26
(4,575)
(11,403)
28,433
736
6,299
1,577
9,913
3,467
1,824
(3,137)
2,906
-
23,585
4,848
(3,093)
(698)
-
(5)
(3,796)
1,052
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The table below presents the key measures for each of the years 2014, 2015 and 2016. Please see "Item 3. Key Information—A. Selected Financial Data" for a
reconciliation of Average Daily TCE to revenues.
Year Ended December 31,
2015
2014
2016
Change
YE15 v YE14
%
YE16 v YE15
%
1.0
0.5
195
17,892
3.0
2.2
796
15,961
6.0
5.0
1,799
15,396
200.0%
340.0%
308.2%
-10.8%
100.0%
127.3%
126%
-3.5%
FLEET
Total number of vessels at end of period
Average number of vessels
Total operating days for fleet under time charters
Average TCE ($/day)
Year on Year Comparison of Operating Results
1.
Voyage Revenues
2016 vs. 2015
During the year ended December 31, 2016, revenues increased by $15.4 million, or 118%, compared to the year ended December 31, 2015. This increase was
due to the employment of M/T Eco Revolution from January 26, 2016 that resulted in an increase in revenue of $5.2 million, the employment of M/T Stenaweco
Excellence from May 23, 2016 that resulted in an increase in revenue of $3.6 million, the employment of M/T Eco Fleet for all of 2016 that resulted in an increase in
revenue of $3.1 million (as opposed to being employed for approximately five months in the year ended December 31, 2015), the employment of M/T Nord Valiant from
August 15, 2016 that resulted in an increase in revenue of $2.3 million and the employment, for all of 2016, of M/T Stenaweco Evolution that resulted in an increase in
revenue of $1.6 million (as opposed to being employed for approximately nine months in the year ended December 31, 2015). These increases were offset by the
absence in the year ended December 31, 2016 of a revenue claim collection from Marco Polo Seatrade B.V. relating to our sold vessels M/T Ionian Wave and M/T
Tyrrhenian Wave, which amounted to $0.4 million in the year ended December 31, 2015.
2015 vs. 2014
During 2015, revenues increased by $9.5 million, or 263%, compared to 2014. This increase was due to the employment of M/T Stenaweco Evolution from
April 4, 2015 that resulted in an increase in revenue of $4.3 million, the employment of M/T Eco Fleet from July 20, 2015 that resulted in an increase in revenue of $2.5
million and the full employment, throughout the year, of M/T Stenaweco Energy that resulted in an increase in revenue of $2.8 million, as opposed to approximately
half a year for 2014. During 2015, we also collected a revenue claim from Marco Polo Seatrade B.V. relating to our sold vessels M/T Ionian Wave and M/T Tyrrhenian
Wave that further increased revenue by another $0.4 million. These increases were offset by the absence of the demurrage revenue that amounted to $0.5 million for
the vessel M/T Noiseless in 2014.
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Expenses
1.
Voyage expenses
Voyage expenses primarily consist of port charges, including bunkers (fuel costs), canal dues and commissions.
2016 vs. 2015
During the year ended December 31, 2016, voyage expenses increased by $0.4 million, or 99%, compared to the year ended December 31, 2015. This increase
was due to the fact that M/T Eco Revolution started operating from January 21, 2016 and resulted in an increase in voyage expenses of $0.2 million, M/T Stenaweco
Excellence started operating on May 20, 2016 and resulted in an increase in voyage expenses of $0.1 million and M/T Nord Valiant started operating on August 10,
2016 and resulted in an increase in voyage expenses of $0.1 million.
2015 vs. 2014
During 2015, voyage expenses increased by $0.3 million, or 227%, compared to 2014. This increase is primarily due to the fact that M/T Stenaweco Evolution
started operating on March 31, 2015 and incurred voyage expenses of $0.1 million, M/T Eco Fleet started operating on July 15, 2015 and incurred voyage expenses, of
$0.1 million and M/T Stenaweco Energy operated for the full year resulting in an increase in voyage expenses of $0.1 million (as opposed to 2014 when the M/T
Stenaweco Energy operated for approximately half the year).
2.
Bareboat charter hire expenses
2016 vs. 2015
During the year ended December 31, 2016, bareboat charter hire expenses increased by $1.0 million, or 19%, compared to year ended December 31, 2015. This
increase was due to fact that M/T Stenaweco Evolution was operational throughout the year ended December 31, 2016, and resulted in an increase in bareboat charter
hire expenses of $0.8 million (as opposed to operating for approximately nine months for the year ended December 31, 2015) and due to fact that M/T Stenaweco
Energy was operational throughout the year ended December 31, 2016, and resulted in an increase in bareboat charter hire expenses of $0.2 million (as opposed to
operating for approximately eleven months for the year ended December 31, 2015).
2015 vs. 2014
During the year ended December 31, 2015, bareboat charter hire expenses increased by $5.3 million, or 100%, compared to year ended December 31, 2014.
This increase was due to fact that M/T Stenaweco Energy and M/T Stenaweco Evolution were sold and bareboat chartered-in in January 2015 and March 2015
respectively.
3.
Vessel operating expenses
2016 vs. 2015
During the year ended December 31, 2016, vessel operating expenses increased by $5.1 million, or 107%, compared to the year ended December 31, 2015.
This increase was due to fact that M/T Eco Revolution started operating from January 21, 2016 and resulted in an increase in operating expenses of $1.9 million, M/T
Stenaweco Excellence started operating on May 20, 2016 and resulted in an increase in operating expenses of $1.4 million, M/T Nord Valiant started operating on
August 10, 2016 and resulted in an increase in operating expenses of $0.9 million, M/T Eco Fleet started operating on July 15, 2015 and resulted in an increase in
operating expenses of $0.7 million (as opposed to operating for approximately five months for the year ended December 31, 2015) and M/T Stenaweco Evolution was
operational for all of 2016, and resulted in an increase in operating expenses of $0.3 million (as opposed to operating for approximately nine months for the year ended
December 31, 2015). These increases were offset by a $0.1 million decrease in operating expenses of M/T Stenaweco Energy in the year ended December 31, 2016
compared to the year ended December 31, 2015.
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2015 vs. 2014
During 2015, vessel operating expenses increased by $3.6 million, or 319%, compared to 2014 due to the fact that M/T Stenaweco Evolution started operating
on March 31, 2015 that resulted in an increase in operating expenses of $1.6 million, M/T Eco Fleet started operating on July 15, 2015 that resulted in an increase in
operating expenses of $1.0 million and M/T Stenaweco Energy operated for the full year, resulting in an increase in operating expenses of $1.0 million (as opposed to
2014 when the M/T Stenaweco Energy operated for approximately half the year).
4.
Vessel depreciation
2016 vs. 2015
During the year ended December 31, 2016, vessel depreciation increased by $2.8 million, or 419%, compared to the year ended December 31, 2015 due to the
changes in our fleet that resulted in calendar (ownership) days increasing from 810 in 2015 to 1,812 in 2016.
2015 vs. 2014
During 2015, vessel depreciation decreased by $0.1 million, or 12%, compared to 2014. This decrease was due to a $0.7 million decrease in the depreciation
expense for M/T Stenaweco Energy due to the fact that we owned the vessel for one month in 2015, as opposed to approximately half the year in 2014. This decrease
was offset by an increase of $0.6 million in depreciation expense for M/T Eco Fleet that started operating on July 15, 2015.
5.
Management fees—related parties
2016 vs. 2015
During the year ended December 31, 2016, management fees to related parties increased by $0.2 million, or 13%, compared to the year ended December 31,
2015. This increase was due to the fact that M/T Eco Revolution started operating from January 21, 2016 that resulted in an increase in management fees of $0.3
million, M/T Eco Fleet started operating on July 15, 2015 that resulted in an increase in management fees of $0.2 million (as opposed to operating for approximately
five months for the year ended December 31, 2015), M/T Stenaweco Excellence started operating from May 20, 2016 and that resulted in an increase in management
fees of $0.2 million, M/T Nord Valiant started operating from August 10, 2016 that resulted in an increase in management fees of $0.1 million and M/T Stenaweco
Evolution was operational throughout the year ended December 31, 2016, that resulted in an increase in management fees of $0.1 million (as opposed to operating for
approximately nine months for the year ended December 31, 2015). These increases were offset by a $0.7 million decrease in overhead management fees relating
mainly to a non-recurring performance incentive fee to Central Mare in the year ended December 31, 2015 absent in the year ended December 31, 2016.
2015 vs. 2014
During 2015, management fees to related parties increased by $0.9 million, or 131%, compared to 2014. This increase was due to the fact M/T Stenaweco
Evolution started operating on March 31, 2015 that resulted in an increase in management fees of $0.2 million, M/T Eco Fleet started operating on July 15, 2015 that
resulted in an increase in management fees of $0.2 million and M/T Stenaweco Energy operated for the full year, as opposed to approximately half the year in 2014,
resulting in an increase in management fees of $0.1 million. Furthermore, the performance incentive bonus to CSM increased by $0.2 million, management fees relating
to reporting and accounting increased by $0.1 million and amortization of the shares awarded to CSM under our 2015 Stock Incentive Plan amounted to $0.1 million.
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6.
Other operating income
During the year ended December 31, 2016 we wrote-off $3.1 million of accrued liabilities relating to old charter parties of sold vessels, mainly relating to $2.0
million of unearned revenue and $1.1 million of related brokerage commissions, as the time frame for our counterparties to claim these amounts has been time barred.
During 2015 we wrote-off $0.7 million of accounts receivable that we estimated were not collectable relating to vessels sold in 2008. This expense was offset
by a non-recurring gain of $0.3 million resulting from the write-off of a provisional operating expense we formed in 2010 to cover potential claims relating to a vessel
sold in 2009 that as of December 31, 2015 was no longer required, as the time frame for our counterparty to claim these operating expenses had expired. The remaining
difference of $0.1 million mainly related to write-offs of voyage expenses of sold vessels.
7.
General and administrative expenses
2016 vs. 2015
During the year ended December 31, 2016, our general and administrative expenses decreased by $0.1 million, or 2.6%, compared to the year ended December
31, 2015, mainly due to decreases of $0.1 million in legal and consulting fees, $0.1 million in audit fees and $0.1 in other general and administrative expenses, with an
offsetting increase of $0.2 million in stock-based compensation expense.
2015 vs. 2014
During 2015, our general and administrative expenses increased by $0.6 million, or 28%, compared to 2014. This increase is mainly attributed to an increase of
$0.7 million in manager and employee related expenses and an increase of $0.1 million in legal and consulting fees and expenses. These increases were offset by a
decrease in other general and administrative expenses by $0.2 million.
8.
Impairment of vessels
On January 29, 2015, in connection with the sale and leaseback of M/T Stenaweco Energy, we wrote down the vessel to its fair value, resulting in an
impairment charge of $3.1 million (please see "Item 18. Financial Statements—Note 5—Vessels."). We incurred no impairment charges in the year ended December 31,
2016.
9.
Interest and Finance Costs
2016 vs. 2015
During the year ended December 31, 2016, interest and finance costs increased by $2.4 million, or 330%, compared to the year ended December 31, 2015. This
increase is mainly attributed to an increase of $2.6 million in loan interest expense, since in the year ended December 31, 2016 we had senior loan facilities with ABN
Amro Bank and NORD/LB Bank for the financing of the vessels M/T Eco Revolution, M/T Eco Fleet, M/T Nord Valiant and M/T Stenaweco Excellence as well as the
Family Trading Facility, while in the same period of 2015 we only incurred interest expense for M/T Stenaweco Energy (Alpha Bank Facility) for approximately one
month. Furthermore in the year ended December 31, 2016 we had an increase of $0.2 million in other financial costs that related to commitment fees of the Family
Trading Facility that were absent in the year ended December 31, 2015. These increases were offset by a $0.4 million decrease in amortization of finance fees (deferred
charges) mainly due to the fact that in the year ended December 31, 2015, there was an accelerated amortization of arrangement fees of the Alpha Bank Facility that we
prepaid in January 2015 and of the Atlantis Ventures facility that we paid in January 2015, both absent in the year ended December 31, 2016.
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2015 vs. 2014
During 2015, interest and finance costs increased by $0.3 million, or 60%, compared to 2014. This increase is mainly attributed to the increase of $0.5 million
in amortization of finance fees (deferred charges) caused by the accelerated amortization of the arrangement fees of the Alpha Bank Facility that we prepaid in
January 2015 and the arrangement fees of the Atlantis Ventures facility that we paid in January 2015. This was offset by a $0.2 million decrease in loan interest
expense, since in 2015 we capitalized the majority of our loan interest expense and allocated it to our vessels under construction.
10.
Gain/(loss) on derivative financial instruments
2016 vs. 2015
During the year ended December 31, 2016, loss on derivative financial instruments increased by $0.3 million, or 78%, compared to the year ended December
31, 2015, mainly due to a $0.2 million reversal of a realized loss on swaps payable we wrote-off in the year ended December 31, 2015 and a loss of $0.1 million from the
valuation of our ABN interest rate swaps we incurred in the year ended December 31, 2016 (please see "Item 18. Financial Statements—Note 18 - Financial
Instruments").
2015 vs. 2014
During 2015, fair value gain on derivative financial instruments decreased by $4.3 million, or 110%, mainly, compared to 2014 due to the loss of $4.5 million
we recognized from the year end valuation of our outstanding warrants issued in connection with our follow-on offering that closed on June 11, 2014. This was offset
by a $0.2 million reversal of a realized loss on swaps we incurred in 2013.
Our Fleet—Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels
In "—Critical Accounting Policies—Impairment of Vessels," we discuss our policy for impairing the carrying values of our vessels. During the past few
years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value,
or basic market value, of certain of our vessels may have declined below those vessels' carrying value, even though we would not impair those vessels' carrying
value under our accounting impairment policy due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives
would exceed such vessels' carrying amounts.
The table set forth below indicates (i) the carrying value of each of our vessels as of December 31, 2016 and 2015, (ii) which of our vessels we believe has a
basic charter-free market value below its carrying value, and (iii) the aggregate difference between carrying value and basic charter-free market value represented by
such vessels. This aggregate difference represents the approximate amount by which we believe we would have to reduce our net income if we sold all of such
vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where
the buyer is not under any compulsion to buy. For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate
of their current basic charter-free market values. However, we are not holding our vessels for sale.
Our estimates of basic charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected
would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:
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reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
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news and industry reports of similar vessel sales;
news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive
information that can be used as part of our estimates;
approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that
shipbrokers have generally disseminated;
offers that we may have received from potential purchasers of our vessels; and
vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry
analysts and various other shipping industry participants and observers.
As we obtain information from various industry and other sources, our estimates of basic charter-free market values are inherently uncertain. In addition,
vessel values are highly volatile; as such, actual results could differ from those estimates.
Vessels
Eco Fleet*
Eco Revolution
Stenaweco Excellence
Nord Valiant
Total
Dwt
Year Built
2015
2016
Carrying Values, December 31,
39,208
39,208
49,737
49,737
177,890
2015
2016
2016
2016
$32.0 million
-
-
-
$32.0 million
$30.9 million
$31.7 million
$31.5 million
$32.1 million
$126.2 million
*
Indicates a vessel, for which we believe, as of December 31, 2016, the basic charter-free market value is lower than the vessel's carrying value. We believe
that the aggregate carrying value of this vessel exceeds its aggregate basic charter-free market value by approximately $0.7 million as of December 31, 2016.
We believe that the undiscounted projected net operating cash flows over the estimated remaining useful life for this vessel exceeds its carrying value as of
December 31, 2016. As of December 31, 2015 the vessel's carrying value exceeded its basic charter-free market value.
All of our vessels are currently employed under long-term, above-market time charters. For more information, see "Business Overview—Our Fleet." We
believe that in a sale of these vessels with their charters attached, we would receive a premium over the vessels' charter-free market value.
We refer you to the risk factor entitled "The international oil tanker industry has experienced volatile charter rates and vessel values and there can be no
assurance that these charter rates and vessel values will not decrease in the near future" and the discussion herein under the heading "Risks Related to Our
Industry."
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Critical Accounting Policies:
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been
prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amount
of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions or conditions.
Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different
assumptions and conditions. We have described below what we believe are our most critical accounting policies that involve a higher degree of judgment and the
methods of their application. For a description of all of our significant accounting policies, see Note 2 to our consolidated financial statements included herein.
Vessel depreciation. We record the value of our vessels at their cost (which includes the contract price, pre-delivery costs incurred during the construction
of newbuildings, capitalized interest and any material expenses incurred upon acquisition such as initial repairs, improvements and delivery expenses to prepare the
vessel for its initial voyage) less accumulated depreciation. We depreciate our vessels on a straight-line basis over their estimated useful lives, estimated to be 25
years from the date of initial delivery from the shipyard. Depreciation is based on cost of the vessel less its residual value which is estimated to be $300 per light-
weight ton. A decrease in the useful life of the vessel or in the residual value would have the effect of increasing the annual depreciation charge.
A decrease in the useful life of the vessel may occur as a result of poor vessel maintenance performed, harsh ocean-going and weather conditions that the
vessel is subject to, or poor quality of the shipbuilding yard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, the vessel's
useful life is adjusted at the date such regulations become effective. Weak freight markets may result in owners scrapping more vessels and scrapping them earlier
due to unattractive returns. An increase in the useful life of the vessel may result from superior vessel maintenance performed, favorable ocean-going and weather
conditions the vessel is subjected to, superior quality of the shipbuilding yard, or high freight rates which result in owners scrapping the vessels later due to
attractive cash flows.
Impairment of vessels: We evaluate the existence of impairment indicators whenever events or changes in circumstances indicate that the carrying values of
our long-lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases, business plans and overall market conditions.
If there are indications for impairment present, we determine undiscounted projected net operating cash flows for each vessel and compare it to the vessel's carrying
value. If the carrying value of the related vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value.
The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to
fluctuate with changes in charter rates and the cost of newbuildings. During the past years, the market values of vessels have experienced particular volatility, with
substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those
vessels' carrying value, even though we would not impair those vessels' carrying value under our accounting impairment policy, due to our belief that future
undiscounted cash flows expected to be earned by such vessels over their operating lives would exceed such vessels' carrying amounts.
Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective.
There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve or decrease by any
significant degree. Charter rates may be at depressed levels for some time, which could adversely affect our revenue and profitability, and future assessments of
vessel impairment.
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In order to perform the undiscounted cash flow test, we make assumptions about future charter rates, commissions, vessel operating expenses, dry-dock
costs, fleet utilization, scrap rates used to calculate estimated proceeds at the end of vessels' useful lives and the estimated remaining useful lives of the vessels.
These assumptions are based on historical trends as well as future expectations. The projected net operating cash flows are determined by considering the charter
revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days (based on the ten year historical
averages of the one-year, three-year and five-year time charter rates) over the remaining useful life of each vessel, which we estimate to be 25 years from the date of
initial delivery from the shipyard. Expected outflows for scheduled vessels' maintenance and vessel operating expenses are based on historical data, and adjusted
annually assuming an average annual inflation derived from the most recent twenty-year average consumer price index. Effective fleet utilization, average
commissions, dry-dock costs and scrap values are also based on historical data.
Due to the fact that in 2015 tanker values were increasing, we had no indicators of potential impairment and did not perform the undiscounted cash flow test.
However, on January 29, 2015, in connection with and the sale and lease-back of M/T Stenaweco Energy and as per related U.S. GAAP sale and leaseback accounting
guidance, prior to the sale, we wrote down the vessel to its fair value, resulting in an impairment charge of $3.1 million (please see "Item 18. Financial Statements—
Note 5—Vessels.").
During 2016, due to the fact that the charter-free market value of M/T Eco Fleet was $0.7 million lower than its carrying amount, we considered that to be an
indicator of potential impairment. We performed the undiscounted cash flow test for M/T Eco Fleet as of December 31, 2016 and determined that its carrying amount
was recoverable.
New accounting pronouncements: See "Item 18. Financial Statements—Note 2—Significant Accounting Policies –Recent Accounting Pronouncements."
B.
Liquidity and Capital Resources
Since our formation, our principal source of funds has been equity provided by our shareholders through equity offerings, at the market sales, operating
cash flow, long-term borrowing, related party short-term borrowings and sale of vessels. Our principal use of funds has been capital expenditures to establish and
grow our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations and fund working capital
requirements.
Our business is capital intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer vessels
and the selective sale of older vessels. Our practice has been to acquire vessels using a combination of funds received from equity investors and bank debt secured
by mortgages on our vessels. Future acquisitions are subject to management's expectation of future market conditions, our ability to acquire vessels on favorable
terms and our liquidity and capital resources.
As of December 31, 2016, we had a total indebtedness of $84.5 million, which after excluding unamortized financing fees amounts to $86.1 million.
As of December 31, 2016, our cash and cash equivalent balances amounted to $5.6 million, mainly held in U.S. Dollar accounts, $5.5 million of which are
classified as restricted cash.
Working Capital Requirements and Sources of Capital
As of December 31, 2016, we had a working capital deficit (current assets less current liabilities) of $15.5 million.
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On February 14, 2017, we sold 7,500 Series C convertible preferred shares to a non-affiliated non-US. Institutional investor affiliated with the Investor for $7.5
million and on February 20, 2017 we used $6.5 million of these proceeds to purchase a 40% interest in the M/T Stenaweco Elegance, a 50,118 dwt product/chemical
tanker delivered from Hyundai on February 28, 2017. See "Item 4. Information on the Company—A. History and Development of the Company—Recent
Developments." The remaining balance will be available for working capital requirements.
Our operating cash flow for the year ended December 31, 2017 is expected to increase compared to the same period in 2016, as we expect to generate more
revenue from employing all six of our vessels for a full financial year, as opposed to the year ended December 31, 2016, when only three vessels were employed for a
full year, since M/T Eco Revolution was employed for approximately eleven months, M/T Stenaweco Excellence was employed for approximately seven months and
M/T Nord Valiant was employed for approximately four months.
We expect to finance our working capital deficit through cash flows generated from operations, and drawdowns from the Amended Family Trading Credit
Facility that was amended and further extended up to December 31, 2018, and currently has an undrawn balance of $14.9 million. Furthermore, we believe we may
receive dividends from our 40% interest in the M/T Stenaweco Elegance, a 50,118 dwt product/chemical tanker delivered from Hyundai on February 28, 2017, source
additional funds from sales of our stock under our Equity Line Offering and from other equity or debt offerings.
Cash Flow Information
Unrestricted cash and cash equivalents were $2.7 million and $0.1 million as of December 31, 2015 and 2016 respectively.
Net Cash from Operating Activities.
Net cash used in operating activities increased by $8.1 million, or 583%, for 2016 to $6.7 million, compared to $(1.4) million for 2015. Net cash used in
operating activities increased by $1.4 million, or 50%, for 2015 to $(1.4) million, compared to $(2.8) million for 2014
In determining net cash provided by/(used in) operating activities, net loss is adjusted for the effects of certain non-cash items such as depreciation and
amortization, vessel impairment charges, loss on sale of fixed assets, share based compensation and unrealized gains and losses on derivative financial instruments.
Non-cash adjustments to reconcile net loss to net cash provided by operating activities for the year ended December 31, 2016 totaled $3.1 million. This
consisted mainly of $3.6 million of depreciation expenses; $1.6 million of amortization of prepaid bareboat charter hire; $0.7 million unrealized loss from the valuation
of derivative financial instruments; $0.2 million of amortization and write offs of deferred financing costs and $0.2 million relating to share-based compensation, offset
by a non-cash gain of $3.2 million. The cash inflow from operations resulted mainly from a $3.0 million increase in current liabilities, offset by a $0.5 million increase in
current assets.
Non-cash adjustments to reconcile net loss to net cash provided by operating activities for the year ended December 31, 2015 totaled $6.6 million. This
consisted mainly of $3.1 million of impairment charges; $1.4 million of amortization of prepaid bareboat charter hire; $0.9 million of depreciation expenses; $0.6 million
unrealized loss from the valuation of derivative financial instruments; $0.5 million of amortization and write offs of deferred financing costs; and $0.1 million relating to
share-based compensation. The cash inflow from operations resulted mainly from a $0.2 million decrease in current assets and a $0.3 million increase in current
liabilities.
Non-cash adjustments to reconcile net income to net cash provided by operating activities for the year ended December 31, 2014 totaled $(3.5) million. This
consisted mainly of $0.9 million of depreciation expenses. These adjustments were partially offset by a $4.4 million gain from the valuation of derivative financial
instruments. The cash outflow from operations resulted mainly from a $0.6 million increase in current assets and a $1.5 million decrease in current liabilities.
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Net Cash from Investing Activities.
Net cash used in investing activities in the year ended December 31, 2016 was $77.1 million, consisting mainly of $73.4 million cash paid for vessels under
construction and a $3.7 million increase in restricted cash.
Net cash used in investing activities during 2015 was $0.8 million, consisting of $53.4 million cash paid for vessel under construction and a $1.6 million
increase in restricted cash. These were partially offset by $54.2 million in net proceeds from the sale of M/T Stenaweco Energy and M/T Stenaweco Evolution.
Net cash used in investing activities during 2014 was $44.4 million, consisting of $45.9 million cash paid for vessel acquisitions and $0.1 million cash paid for
the acquisition of other fixed assets. These were partially offset by a $1.6 million decrease in restricted cash.
Net Cash from Financing Activities.
Net cash provided by financing activities in the year ended December 31, 2016 was $ 67.8 million, consisting of $65.4 million of proceeds from long term debt
($42.2 million from the ABN Facility and $23.2 million from the NORD/LB Facility), $5.8 million of proceeds from warrants exercised, $2.0 million of proceeds from the
issuance of Series B convertible preferred stock and $0.2 million of net proceeds from related party debt (Family Trading Facility). These inflows were partially offset
by $5.1 million of scheduled debt repayments, $0.4 payments of financing costs and $0.1 payments of Series B convertible preferred stock issuance costs.
Net cash provided by financing activities for 2015 was $4.9 million, consisting of $28.3 million of proceeds from debt ($22.2 million from the ABN Facility, $2.3
million from the Atlantis Facility and $3.8 million from the Family Trading Facility). These were partially offset by $21.7 million of prepayment of the Alpha Bank and
Atlantis Ventures facilities, $1.0 million of payments for financing costs, $0.5 million of scheduled debt repayments and by $0.2 million of issuance costs relating to
the follow-on offering we priced on June 6, 2014.
Net cash provided by financing activities for 2014 was $37.6 million, consisting of $19.5 million of net proceeds from the follow-on offering we priced on June
6, 2014 and $20.1 million of proceeds from long term debt. These were partially offset by $1.1 million we paid to terminate our interest rate swap with Alpha Bank, $0.7
million of scheduled debt repayments and by $0.2 million of payments for financing costs.
Debt Facilities
a)
Alpha Bank Facility
On June 19, 2014, our subsidiary entered into a senior secured facility with Alpha Bank A.E. of Greece for $20.1 million. The credit facility was entered into
for the financing of the vessel M/T Stenaweco Energy and was repayable in 20 consecutive semi-annual installments of $0.7 million each, commencing November 28,
2014 plus a balloon installment of $6.0 million payable together with the last installment in May 2024. The facility had an interest rate of LIBOR plus a margin of 3.75%.
On January 29, 2015, we repaid this facility in full with a portion of the proceeds from the sale of the M/T Stenaweco Energy.
B
Atlantis Ventures Facility
On January 2, 2015, we entered into an unsecured credit facility with Atlantis Ventures Ltd, a related party affiliated with the family of our Chief Executive
Officer, for $2.3 million that was used to pay the penultimate shipyard installment for the M/T Stenaweco Evolution. We had undertaken to repay the loan within 12
months of its receipt. The drawdown of the loan took place on January 5, 2015 and the loan was repaid on January 30, 2015. The loan had an interest rate of 8% per
annum, with the first six months being interest-free (see "Item 18. Financial Statements—Note 10—Long term debt.").
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c)
ABN Facility
On July 9, 2015, we entered into the ABN Facility for up to $42.0 million to partly finance the vessels M/T Eco Fleet and M/T Eco Revolution. The facility
was subsequently amended on September 28, 2015 to increase the borrowing limit to $44.4 million ($22.2 million per vessel). The ABN Facility is repayable in 12
consecutive quarterly installments of $0.5 million each and 12 consecutive quarterly installments of $0.4 million each, commencing on October 13, 2015 for the M/T
Eco Fleet and on April 15, 2016 for the M/T Eco Revolution plus a balloon installment of $11.4 million payable together with the last installment in July 2021 and in
January 2022, respectively, for each vessel. The facility bears interest at LIBOR plus a margin of 3.9%.
On August 1, 2016, we amended the ABN Facility to increase the borrowing limit to $64.4 million and added another $20 million tranche to the loan, "Tranche
C", which is secured by vessel M/T Nord Valiant. Tranche C is repayable in 12 consecutive quarterly installments of $0.6 million each and 12 consecutive quarterly
installments of $0.4 million each, commencing on November 2016, plus a balloon installment of $9.1 million payable together with the last installment in August 2022.
Apart from the inclusion of M/T Nord Valiant as a collateralized vessel and the reduction of the margin to 3.75% (applicable only to Tranche C), no other material
changes were made to the ABN Facility.
We drew down $21.0 million under the ABN Facility on July 13, 2015 to finance the last shipyard installment of M/T Eco Fleet and another $1.2 million on
September 30, 2015. Furthermore, we drew down $22.2 million under the ABN Facility on January 15, 2016 to finance the last shipyard installment of M/T Eco
Revolution. Finally, on August 5, 2016 we drew down $20.0 million under the Tranche C of the ABN facility to partly finance the last shipyard installments of M/T
Nord Valiant (see "Item 18. Financial Statements—Note 10—Long term debt.").
The ABN Facility contains various covenants, including (i) an asset cover ratio of 130%, (ii) a ratio of total net debt to the aggregate market value of our
fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $0.75 million per collateralized vessel. Additionally, the ABN Facility contains
restrictions on our and our shipowning subsidiaries ability to incur further indebtedness or guarantees. It also restricts us and our shipowning companies from
paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.
The ABN Facility is secured as follows:
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First priority mortgage over M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant;
Assignment of insurance and earnings of the mortgaged vessels;
Specific assignment of any time charters with duration of more than 12 months;
Corporate guarantee of TOP Ships Inc.;
Pledge of the shares of the shipowning subsidiaries; and
Pledge over the earnings account of the vessels.
The outstanding balance of the ABN Facility was $21.7 million and $59.8 million as of December 31, 2015 and 2016 respectively (excluding deferred finance
fees). As of the date of this annual report, we are in compliance with the covenants contained in the ABN Facility.
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d)
NORD/LB Facility
On May 11, 2016, we entered into the NORD/LB Facility for $23.2 million for the financing of the vessel M/T Stenaweco Excellence. The credit facility is
repayable in 28 consecutive quarterly installments of $0.5 million, commencing in August 2016, plus a balloon installment of $9.5 million payable together with the last
installment in May 2023. We drew down $23.2 million under the NORD/LB Facility on May 13, 2016 to finance the last shipyard installment of the M/T Stenaweco
Excellence. The NORD/LB Facility bears interest at LIBOR plus a margin of 3.43% (see "Item 18. Financial Statements—Note 10—Long term debt.").
The facility contains various covenants, including (i) an asset cover ratio of 125% for the first three years and 143% thereafter, (ii) a ratio of total net debt to
the aggregate market value of our fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $0.75 million per collateralized vessel and $0.5 million
per bareboated chartered-in vessel. Additionally, the facility contains restrictions on our and our shipowning company incurring further indebtedness or guarantees.
It also restricts us and our shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the
loan agreement.
The facility is secured as follows:
ö
ö
ö
ö
ö
ö
First priority mortgage over M/T Stenaweco Excellence;
Assignment of insurance and earnings of the mortgaged vessel;
Specific assignment of any time charters with duration of more than 12 months;
Corporate guarantee of TOP Ships Inc.;
Pledge of the shares of the shipowning subsidiary;
Pledge over the earnings account of the vessel.
The outstanding balance of the NORD/LB Facility was $22.1 million as of December 31, 2016 (excluding deferred finance fees). As of the date of this annual
report, we are in compliance with the covenants contained in the NORD/LB Facility.
e)
Family Trading Facility
On December 23, 2015, we entered into the Family Trading Facility with Family Trading, a related party affiliated with the family of our Chief Executive
Officer, for up to $15 million to be used to fund our newbuilding program and working capital relating to our operating vessels (see "Item 18. Financial Statements—
Note 10—Long term debt."). This facility had a fixed interest rate of 9%. The balance of the Family Trading Facility was $3.9 million and $4.1 million as of December
31, 2015 and 2016 respectively (see "Item 18. Financial Statements—Note 10—Long term debt.").
On February 21, 2017, we amended the Family Trading Facility and entered into the Amended Family Trading Credit Facility. For more information, please see
"Item 4. Information on the Company—A. History and Development of the Company—Recent Developments."
f)
The Note
On February 6, 2017, we issued the Note to the Investor at a nominal amount of $3.5 million for consideration of $3.3 million. The Note has a mandatory
redemption 100 days from issuance and the Note bears interest at 6.0% per annum, subject to adjustment from time to time.
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Operating Leases
M/T's Stenaweco Energy and Stenaweco Evolution
On January 29, 2015 and March 31, 2015, we sold and leased back M/T Stenaweco Energy and M/T Stenaweco Evolution, respectively. The sale and
leaseback agreements were entered into with a non-related party and generated gross proceeds of $57 million. The vessels have been chartered back on a bareboat
basis for seven years at a rate of $8,586 per day and $8,625 per day, respectively. In addition, we have the option to buy back each vessel from the end of year three
up to the end of year seven at a purchase prices stipulated in the bareboat agreement depending on when each option is exercised.
The abovementioned sale and leaseback transactions contain customary covenants and event of default clauses, including cross-default provisions and
restrictive covenants and performance requirements. Finally, as a consequence of the sale and leaseback agreements, we must maintain a consolidated leverage ratio
of not more than 75% and maintain minimum free liquidity of $0.75 million per owned vessel and $0.5 million per bareboated chartered-in vessel. As of December 31,
2016, we are in compliance with the consolidated leverage ratio and the minimum free liquidity covenants.
We have treated each sale and leaseback of the abovementioned vessels as an operating lease (please see "Item 18. Financial Statements—Note 7—
Leases.").
Future minimum lease payments:
Our future minimum lease payments required to be made, relating to the bareboat chartered-in vessels at December 31, 2016, are as follows:
Year ending December 31,
2017
2018
2019
2020
2021
2022
Total
C.
Research and Development, Patents and Licenses, Etc.
Not applicable.
D.
Trend Information
For industry trends, refer to industry disclosure under "Item 4. Information on the Company—B. Business Overview."
E.
Off-Balance Sheet Arrangements
None.
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Bareboat
Charter Lease
Payments ($
millions)
6.3
6.3
6.3
6.3
6.3
1.0
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F.
Tabular Disclosure of Contractual Obligations
The following table sets forth our contractual obligations and their maturity dates as of December 31, 2016 in millions of U.S. dollars:
Contractual Obligations:
(1) (i) Long term debt A
(ii) Interest B
(2) (i) Short term debt C
(ii) Interest D
(3) Operating leases E
(4) Vessel Management Fees to CSM F
Total
Total
Less than 1
year
Payments due by period
1-3 years
3-5 years
More than 5
years
$
$
$
$
$
$
$
82.0
16.4
4.1
-
32.5
4.8
139.8
$
$
$
$
$
$
$
8.3
4.0
4.1
-
6.3
2.1
24.8
$
$
$
$
$
15.5
6.8
-
-
12.6
2.7
37.6
$
$
$
$
23.9
4.9
-
-
12.6
-
41.4
$
$
$
$
34.3
0.7
-
-
1.0
-
36.0
A.
B.
C.
D.
E.
F.
Relates to the principal repayments of $22.2 million under our NORD/LB Facility and $59.8 million under our ABN Facility (see "Item 5. Operating and
Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities").
Relates to estimated interest payments on our ABN Facility and NORD/LB Facility, based on our average outstanding debt. In the case where the LIBOR
rate is not hedged via our Interest Rate Swap agreements, we have assumed a LIBOR of 1% going forward (see "Item 5. Operating and Financial Review and
Prospects—B. Liquidity and Capital Resources—Debt Facilities" and "Item 11. Quantitative and qualitative disclosures about market risk—Interest Rate
Risk").
Relates to the principal repayments under the Family Trading Facility, assuming no further drawdowns. (see "Item 5. Operating and Financial Review and
Prospects—B. Liquidity and Capital Resources—Debt Facilities").
Relates to estimated interest payments under the Family Trading Facility, assuming no further drawdowns. (see "Item 5. Operating and Financial Review and
Prospects—B. Liquidity and Capital Resources—Debt Facilities").
Relates to the bareboat hire payable for M/T Stenaweco Energy and M/T Stenaweco Evolution.
Relates to our obligation for monthly management fees under our new letter agreement with CSM for all the vessels in our fleet. These fees also cover the
provision of services rendered in relation to the maintenance of proper books and records, services in relation to financial reporting requirements under SEC
and NASDAQ rules as well as newbuilding supervision services. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party
Transactions—Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements."
Other Contractual Obligations:
We have entered into separate agreements with Central Mare, a related party affiliated with the family of our President, Chief Executive Officer and Director,
Evangelos J. Pistiolis, pursuant to which Central Mare furnishes our four executive officers. These agreements were entered into in exchange for terminating prior
employment agreements. Please see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Central Mare Letter Agreement,
Management Agreements, and Other Agreements."
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Other major capital expenditures will include funding the maintenance program of regularly scheduled intermediate survey or special survey dry-docking
necessary to preserve the quality of our vessels and chartered in vessels, as well as to comply with international shipping standards and environmental laws and
regulations. Although we have some flexibility regarding the timing of this maintenance, the costs are relatively predictable. Management anticipates that vessels that
are younger than 15 years are required to undergo in-water intermediate surveys 2.5 years after a special survey dry-docking and that such vessels are to be dry-
docked every five years. Vessels 15 years or older are required to undergo drydock intermediate survey every 2.5 years and not use in-water surveys for this purpose.
G.
Safe Harbor
Forward-looking information discussed in Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These
statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may
and often do vary from actual results and the differences can be material. Please see "Cautionary Statement Regarding Forward-Looking Statements" in this annual
report.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
Set forth below are the names, ages and positions of our directors, executive officers and key employees. Members of our Board of Directors are elected
annually on a staggered basis and each director elected holds office for a three-year term.
Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected.
Name
Evangelos J. Pistiolis
Vangelis G. Ikonomou
Alexandros Tsirikos
Demetris P. Souroullas
Konstantinos Karelas
Alexandros G. Economou
Per Christian Haukenes
Paolo Javarone
Age
44
52
43
54
44
43
40
43
Position
Director, President, Chief Executive Officer
Director, Executive Vice President and Chairman of the Board
Director, Chief Financial Officer
Chief Technical Officer
Independent Non-Executive Director
Independent Non-Executive Director
Non-Independent Non-Executive Director
Independent Non-Executive Director
Biographical information with respect to each of our directors and executives is set forth below.
Evangelos J. Pistiolis founded our Company in 2000, is our President and Chief Executive Officer, and has served on our Board of Directors since July 2004.
Mr. Pistiolis graduated from Southampton Institute of Higher Education in 1999, where he studied shipping operations and from Technical University of Munich in
1994 with a bachelor's degree in mechanical engineering. His career in shipping started in 1992 when he was involved with the day-to-day operations of a small fleet
of drybulk vessels. From 1994 through 1995, he worked at Howe Robinson & Co. Ltd., a London shipbroker specializing in container vessels. While studying at the
Southampton Institute of Higher Education, Mr. Pistiolis oversaw the daily operations of Compass United Maritime Container Vessels, a ship management company
located in Greece.
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Vangelis G. Ikonomou is our Executive Vice President and Chairman and has served on our Board of Directors since July 2004. Prior to joining the Company,
Mr. Ikonomou was the Commercial Director of Primal Tankers Inc. From 2000 to 2002, Mr. Ikonomou worked with George Moundreas & Company S.A. where he was
responsible for the purchase and sale of second-hand vessels and initiated and developed a shipping industry research department. Mr. Ikonomou worked, from 1993
to 2000, for Eastern Mediterranean Maritime Ltd., a ship management company in Greece, in the commercial as well as the safety and quality departments. Mr.
Ikonomou holds a Master's degree in Shipping Trade and Finance from the City University Business School in London, a bachelor's degree in Business
Administration from the University of Athens in Greece and a Navigation Officer Degree from the Higher State Merchant Marine Academy in Greece.
Alexandros Tsirikos has served as our Chief Financial Officer since April 1, 2009. Mr. Tsirikos is a U.K. qualified Chartered Accountant (ACA) and has
been employed with TOP Ships Inc. since July 2007 as our Corporate Development Officer. Prior to joining TOP Ships Inc., Mr. Tsirikos was a manager with
PricewaterhouseCoopers, or PwC, where he worked as a member of the PwC Advisory team and the PwC Assurance team, thereby drawing experience both from
consulting as well as auditing. As a member of PwC's Advisory team, he led and participated in numerous projects in the public and the private sectors, including
strategic planning and business modeling, investment analysis and appraisal, feasibility studies, costing and project management. As a member of the PwC's
Assurance team, Mr. Tsirikos was part of the International Financial Reporting Standards, or IFRS, technical team of PwC Greece and lead numerous IFRS conversion
projects for listed companies. He holds a Master's of Science in Shipping Trade and Finance from City University of London and a bachelor's degree with honors in
Business Administration from Boston University in the United States. He speaks English, French and Greek.
Demetris P. Souroullas is our Chief Technical Officer and has been with the Company since 2007. Prior to joining the Company, from 2001 until 2007 Mr.
Souroullas was the Chief Executive Officer of the fleet of Admibros Shipmanagement Co. Ltd and the Technical and General Manager of LMZ Transoil
Shipmanagement S.A. Mr. Souroullas also previously worked with the Cyprus Bureau of Shipping where he started in 1988 as a Surveyor and left in 2001 as the Head
of Classification. Mr. Souroullas holds a Master's degree in Naval Architecture from the University of Newcastle upon Tyne, and a bachelor's degree in Maritime
Technology from the University of Wales Institute of Science and Technology.
Konstantinos Karelas has served on our Board of Directors and has been member of the Audit Committee since April 2014. Since 2008, Mr. Karelas has
served as the President and CEO of Europe Cold Storages SA, one of the leading companies in the field of refrigeration logistics.
Alexandros G. Economou has served on our Board of Directors and has been member of the Audit Committee since April 2014. Mr. Economou is a member of
the Cyprus Bar Association and the New York Bar. He holds an honors LLB degree from the University of Sheffield, an MA degree in Politics and Contemporary
History from the London Guildhall University and an LL.M. degree in International Legal Studies from New York University School of Law. Mr. Economou is
presently a partner in Chrysses Demetriades & Co. LLC, one of the leading law firms in Cyprus. He has also worked as a visiting attorney with Norton Rose in
Brussels and London.
Per Christian Haukenes has served on our Board of Directors since September 1, 2014. From 2013 until he left in January 2016, Mr. Haukenes was one of
the founding partners of Navis Finance AS, a corporate advisory firm in Norway. Prior to that, Mr. Haukenes was the Head of Shipping and Rig Corporate
Department of Platou Markets ASA. From 2005 to 2009, Mr. Haukenes worked for Pareto Securities AS, where he originated a new division to provide ship owners
with full range of corporate services. Prior to joining Pareto, Mr. Haukenes worked for Fearnleys and Imarex ASA in Norway and Adcore Management Consulting in
San Francisco, California. Currently Mr. Haukenes is heading Bravo Capital, an investment and consulting boutique based in Norway. Mr. Haukenes holds a Master's
degree in Business and Administration from Norway (Sivilokonom) and a bachelor's degree in Finance from University of San Francisco.
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Paolo Javarone has served on our Board of Directors since September 1, 2014. Mr. Javarone is a member of the Italian Shipbrokers Association. From 2000,
Mr. Javarone has been working for Sernavimar S.R.L., one of the most reputable shipbroking houses in Italy, which cooperates with many of the oil major companies
and trading associations of the industry. From 1994 to 2000, Mr. Javarone worked for Genoa Sea Brokers in the tanker wing of the company specializing in clean
petroleum products and edible markets. Previously, Mr. Javarone worked for S.a.n.a. Eur, a company based in Rome Italy, where he was tasked with supplying energy
and offshore supply. Before S.a.n.a., Mr. Javarone worked for Sidermar di Navigazione S.P.A. in the dry cargo field. Mr. Javarone holds a Shipbroker degree from
National Agents Association Shipbroking School in Italy and a degree in Shipping Economics and Law from Nautical Maritime School in Italy.
B.
Compensation
During the fiscal year ended December 31, 2016, we paid to the members of our senior management and to our director's aggregate compensation of $1.8
million. We do not have a retirement plan for our officers or directors.
On September 1, 2010, we entered into separate agreements with Central Mare, pursuant to which Central Mare furnishes our four executive officers as
described below.
Under the terms of the agreement for the provision of our Chief Executive Officer, we are obligated to pay annual base salary and a minimum cash bonus.
The initial term of the agreement expired on August 31, 2014 and is automatically extended for successive one-year terms unless Central Mare or we provide notice of
non-renewal at least sixty days prior to the expiration of the then applicable term.
If our Chief Executive Officer's employment is terminated without cause, he is entitled to certain personal and household security costs. If he is removed
from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to Central Mare's rights to pursue damages for such
termination. In the event of a change of control, the Chief Executive Officer is entitled to receive a cash payment of five million Euros. The agreement also contains
death and disability provisions. In addition, the Chief Executive Officer is subject to non-competition and non-solicitation undertakings.
Under the terms of the agreement for the provision of our Executive Vice President and Chairman, we are obligated to pay annual base salary and additional
incentive compensation as determined by our Board of Directors. The initial term of the agreement expired on August 31, 2011 and is automatically extended for
successive one-year terms unless Central Mare or we provide notice of non-renewal at least sixty days prior to the expiration of the then applicable term.
If our Executive Vice President and Chairman is removed from our Board of Directors or not re-elected, then his employment terminates automatically without
prejudice to Central Mare's rights to pursue damages for such termination. In the event of a change of control, he is entitled to receive a cash payment of three years'
annual base salary. The agreement also contains death and disability provisions. In addition, our Executive Vice President and Chairman is subject to non-
competition and non-solicitation undertakings.
Under the terms of the agreement for the provision of our Chief Financial Officer, we are obligated to pay annual base salary. The initial term of the
agreement expired on August 31, 2012, and is automatically extended for successive one-year terms unless Central Mare or we provide notice of non-renewal at least
sixty days prior to the expiration of the then applicable term.
If our Chief Financial Officer is removed from our Board of Directors or not re-elected, then his employment terminates automatically without prejudice to
Central Mare's rights to pursue damages for such termination. In the event of a change of control, our Chief Financial Officer is entitled to receive a cash payment
equal to three years' annual base salary and 785 of our common shares. The agreement also contains death and disability provisions. In addition, our Chief Financial
Officer is subject to non-competition and non-solicitation undertakings.
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Under the terms of our agreement for the provision of our Chief Technical Officer, we are obligated to pay annual base salary. The initial term of the
agreement expired on August 31, 2011, however the agreement is being automatically extended for successive one-year terms unless Central Mare or we provide
notice of non-renewal at least sixty days prior to the expiration of the then applicable term. In the event of a change of control, the Chief Technical Officer is entitled
to receive a cash payment equal to three years' annual base salary. In addition, our Chief Technical Officer is subject to non-competition and non-solicitation
undertakings.
Equity Incentive Plan
On April 15, 2015, our Board of Directors adopted the 2015 Stock Incentive Plan, or the 2015 Plan, under which our directors, officers, key employees as well
as consultants and service providers may be granted non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend
equivalents, unrestricted stock and other-equity based-related awards. A total of 190,000 common shares were reserved for issuance under the 2015 Plan, which is
administered by the Compensation Committee of our Board of Directors.
On April 15, 2015, we granted 183,000 restricted shares to Central Mare under the 2015 Plan. The shares will vest equally over a period of eight years from the
date of grant. The fair value of each share on the grant date was $10.90.
On June 30, 2015, 22,875 shares of the 2015 Plan vested. The fair value of each share on the vesting date was $10.30.
On June 30, 2016, 22,875 shares of the 2015 Plan vested. The fair value of each share on the vesting date was $1.69.
C.
Board Practices
Our Board of Directors is divided into three classes. Members of our Board of Directors are elected annually on a staggered basis, and each director elected
holds office for a three-year term. We currently have three executive directors, three independent non-executive directors and one non- independent non-executive
director. The term of our Class I directors, Konstantinos Karelas, Per Christian Haukenes and Evangelos J. Pistiolis expire at the annual general meeting of
shareholders in 2017. The term of our Class II directors, Paolo Javarone and Alexandros Economou, expire at the annual general meeting of shareholders in 2018. The
term of our Class III directors, Alexandros Tsirikos and Vangelis G. Ikonomou, expire at the annual general meeting of shareholders in 2019.
Committees of our Board of Directors
We currently have an audit committee composed of three independent members, which are responsible for reviewing our accounting controls and
recommending to our Board of Directors, the engagement of our outside auditors. Konstantinos Karelas, Alexandros Economou (Chairman) and Paolo Javarone,
whose biographical details are included in Item 6 of this Annual Report, are the members of the audit committee, and our Board of Directors has determined that they
are independent under the Nasdaq corporate governance rules.
Our compensation committee and nominating and governance committees are currently composed of the following three members: Konstantinos Karelas,
Alexandros Economou and Paolo Javarone. The compensation committee carries out our Board of Directors' responsibilities relating to compensation of our executive
and non-executive officers and provides such other guidance with respect to compensation matters as the committee deems appropriate. The nominating and
governance committee assists our Board of Directors in: (i) identifying, evaluating and making recommendations to our Board of Directors concerning individuals for
selections as director nominees for the next annual meeting of stockholders or to otherwise fill vacancies on our Board of Directors; (ii) developing and
recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to the Company; and (iii) reviewing the overall corporate
governance of the Company and recommending improvements to our Board of Directors from time to time.
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As a foreign private issuer, we are exempt from certain Nasdaq requirements that are applicable to U.S. domestic companies. For a listing and further
discussion of how our corporate governance practices differ from those required of U.S. companies listed on Nasdaq, please see Item 16G of this Annual Report.
D.
Employees
We have only one direct employee while our four executive officers and a number of administrative employees are furnished to us pursuant to agreements
with Central Mare, as described above. Our Fleet Manager ensures that all seamen have the qualifications and licenses required to comply with international
regulations and shipping conventions, and that our vessels employ experienced and competent personnel. As of December 31, 2014, 2015 and 2016, we employed 23,
68 and 131 sea going employees, indirectly through our sub-managers.
E.
Share Ownership
The common shares beneficially owned by our directors and senior managers and/or companies affiliated with these individuals are disclosed in "Item 7.
Major Shareholders and Related Party Transactions—B. Related Party Transactions."
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.
Major Shareholders
The following table sets forth the beneficial ownership of our common shares, as of March 10, 2017, held by: (i) each person or entity that we know
beneficially owns 5% or more of our common stock and (ii) all our executive officers, directors and key employees as a group. Beneficial ownership is determined in
accordance with the SEC's rules. In computing percentage ownership of each person, common shares subject to options held by that person that are currently
exercisable or convertible, or exercisable or convertible within 60 days are deemed to be beneficially owned by that person. These shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other person. All of the shareholders, including the shareholders listed in this table, are
entitled to one vote for each share of common stock held. The following information gives effect to a one-for-ten reverse stock split of our common shares effected
on February 22, 2016.
Name and Address of Beneficial Owner
Lax Trust (1)
Other Executive Officers and Directors as a group(2)
_________
*
Individually own less than one percent.
Number of
Shares Owned
6,297,700
1,451
Percent of
Class
54.2%
*%
(1)
The above information is derived, in part, from the Schedule 13D/A filed with the SEC on March 1, 2017 as updated for subsequent corporate events. The
Lax Trust is an irrevocable trust established for the benefit of certain family members of Evangelos J. Pistiolis, our President, Chief Executive Officer and
Director. The business address of the Lax Trust is Level 3, 18 Stanley Street, Auckland 1010, New Zealand. The above percentage ownership is based on
11,625,771 of our common shares outstanding, which is calculated by taking the sum of (i) 8,764,622 common shares outstanding, (ii) 2,812,500 common
shares issuable upon the exercise of all of the 1,250,000 2014 Warrants currently beneficially owned by Race Navigation, and (iii) 48,649 common shares
issuable upon the conversion of $0.05 million of outstanding debt held by Family Trading under the Amended Family Trading Credit Facility.
(2)
Does not include common shares that may be deemed to be beneficially owned by Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and
Director, as described in footnote (1) above.
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As of March 10, 2017, we had 15 shareholders of record, 7 of which were located in the United States and held an aggregate of 5,504,340 shares of our
common stock, representing 62.8% of our outstanding shares of common stock. However, one of the U.S. shareholders of record is Cede & Co., which held 5,493,292
shares of our common stock as of March 10, 2017. We believe that the shares held by Cede & Co. include shares of common stock beneficially owned by both
holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our
change of control.
B.
Related Party Transactions
Please see "Item 18. Financial Statements—Note 6—Transactions with Related Parties."
Newbuilding Acquisitions
On February 6, 2014, we entered into a memorandum of agreement with Million Hope Maritime S.A., an entity affiliated with our President, Chief Executive
Officer and Director, Evangelos J. Pistiolis, to purchase the M/T Stenaweco Energy scheduled to be delivered, with a time charter attached, from Hyundai Dockyard
on June 20, 2014. On April 24, 2014, we entered into Addendum No. 1 to this memorandum of agreement. The purchase price of the vessel was $38.3 million, payable
as follows: $7.4 million was paid on December 16 and 19, 2013 under the previously terminated memorandum of agreement dated December 16, 2013; $3.5 million was
paid on February 14, 2014 and $27.4 million was paid on delivery of the vessel on June 20, 2014.
On March 19, 2014, pursuant to four separate share purchase agreements we entered into with affiliates of our President, Chief Executive Officer and
Director, Evangelos J. Pistiolis, along with unaffiliated third parties, we acquired the five vessel-owning companies which (i) were parties to the shipbuilding contracts
for the M/T Stenaweco Evolution, M/T Eco Fleet, and M/T Eco Revolution and (ii) were parties to the shipbuilding contracts for the M/T Stenaweco Excellence and
M/T Nord Valiant, in exchange for a total consideration of $43.3 million, paid in the form of $2.5 million in cash and 583,321 newly-issued common shares. Specifically,
pursuant to the share purchase agreements, we acquired:
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100% of the share capital of Monte Carlo 37 Shipping Company Limited and Monte Carlo One Shipping Company Limited, entities affiliated with
our President, Chief Executive Officer and Director, Evangelos J. Pistiolis, which were parties to shipbuilding contracts with Hyundai Dockyard for
the construction of the M/T Eco Fleet and the M/T Stenaweco Evolution, respectively, for an aggregate purchase price of $14.7 million. Monte
Carlo 37 Shipping Company Limited and Monte Carlo One Shipping Company Limited were each party to a time charter agreement to commence
upon the respective vessel's delivery. Concurrently, we agreed to terminate the memorandum of agreement we had previously entered into on
December 5, 2013 with Monte Carlo 37 Shipping Company Limited for the M/T Eco Fleet, and to apply the full amount of the deposit paid under that
memorandum of agreement, in the amount of $7.0 million, to reduce the purchase price under the share purchase agreement.
100% of the share capital of Monte Carlo Seven Shipping Company Limited, an entity affiliated with our President, Chief Executive Officer and
Director, Evangelos J. Pistiolis, which was party to a shipbuilding contract with Hyundai Dockyard for the construction of the M/T Stenaweco
Excellence, for a purchase price of $11.0 million. Monte Carlo Seven Shipping Company Limited was party to a time charter agreement to commence
upon the vessel's delivery.
100% of the share capital of Monte Carlo LAX Shipping Company Limited, an entity affiliated with our President, Chief Executive Officer and
Director, Evangelos J. Pistiolis, which was party to a shipbuilding contract with Hyundai Dockyard for the construction of the M/T Nord Valiant,
for a purchase price of $10.8 million. Monte Carlo LAX Shipping Company Limited was party to a time charter agreement to commence upon the
vessel's delivery.
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100% of the share capital of Monte Carlo 39 Shipping Company Limited, an entity affiliated with our President, Chief Executive Officer and Director,
Evangelos J. Pistiolis, which was a party to a shipbuilding contract with Hyundai Dockyard for the construction of the M/T Eco Revolution for a
purchase price of $6.8 million. Monte Carlo 39 Shipping Company Limited was party to a time charter agreement to commence upon the vessel's
delivery.
Our President, Chief Executive Officer and Director, Evangelos J. Pistiolis owned the majority of the shares of each of the vessel-owning companies we acquired
pursuant to these share purchase agreements.
On February 20, 2017, we entered into the Eco Seven Transaction. For more information, please see "Item 4. Information on the Company—A. History and
Development of the Company—Recent Developments."
Central Mare Letter Agreement, Management Agreements, and Other Agreements:
On May 12, 2010, our Board of Directors agreed to outsource all of the commercial and technical management of our vessels to Central Mare. Since July 1,
2010, Central Mare performed all operational, technical and commercial functions relating to the chartering and operation of our vessels, pursuant to a letter
agreement, or the Letter Agreement, between Central Mare and the Company as well as management agreements agreed to between Central Mare and our vessel-
owning subsidiaries. Furthermore, the Letter Agreement provided for the provision of services in connection with compliance with Section 404 of the Sarbanes-Oxley
Act of 2002, services rendered in relation to the maintenance of proper books and records, services in relation to financial reporting requirements under SEC and
Nasdaq rules and regulations and information-system related services. This Letter Agreement had an initial term of five years after which it would continue to be in
effect until terminated by either party subject to a twelve-month advance notice of termination.
On September 1, 2010, we entered into separate agreements with Central Mare pursuant to which Central Mare furnishes our executive officers to us.
On October 16, 2013, following the sale of the shipowning subsidiaries which owned the six vessels of our fleet, the Letter Agreement was amended so that
for the period when we did not have any ships, Central Mare was entitled to a monthly retainer of $15,000 in relation to compliance with Section 404 of the Sarbanes-
Oxley Act of 2002 services rendered in relation to the maintenance of proper books and records, services in relation to financial reporting requirements under SEC and
Nasdaq rules and regulations and information-system related services.
On March 7, 2014, we terminated the Letter Agreement with Central Mare. No penalty was paid in connection with this termination.
Central Shipping Monaco Letter Agreement, Management Agreements, and Other Agreements
On March 10, 2014, we entered into (i) a new letter agreement, or the New Letter Agreement, with CSM, a related party affiliated with the family of our
President, Chief Executive Officer and Director, Evangelos J. Pistiolis and (ii) management agreements between CSM and our vessel-owning subsidiaries.
The New Letter Agreement can only be terminated on eighteen months' notice, subject to a termination fee equal to twelve months of fees payable under the
New Letter Agreement. Pursuant to the New Letter Agreement, as well as management agreements between CSM and our vessel-owning subsidiaries, we pay a
technical management fee of $572 per day per vessel for the provision of technical, operation, insurance, bunkering and crew management, commencing three months
before the vessel is scheduled to be delivered by the shipyard and a commercial management fee of $312 per day per vessel, commencing from the date the vessel is
delivered from the shipyard. In addition, the management agreements provide for payment to CSM of: (i) $520 per day for superintendent visits plus actual expenses;
(ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% of all gross sale proceeds or the purchase price paid for
vessels and (iv) a commission of 0.2% on derivative agreements and loan financing or refinancing. CSM will also perform supervision services for all of our
newbuilding vessels while the vessels are under construction, for which we will pay CSM the actual cost of the supervision services plus a fee of 7% of such
supervision services.
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CSM provides at cost, all accounting, reporting and administrative services.
The New Letter Agreement and the management agreements have an initial term of five years, after which they will continue to be in effect until terminated
by either party subject to an eighteen-month advance notice of termination.
Pursuant to the terms of the management agreements, all fees payable to CSM are adjusted annually according to the U.S. Consumer Price Inflation of the
previous year.
Atlantis Ventures Ltd unsecured loan
On January 2, 2015, we entered into an unsecured credit facility with Atlantis Ventures Ltd, a related party affiliated with the family of our President, Chief
Executive Officer and Director, Evangelos J. Pistiolis, for $2.3 million that was used to pay the penultimate shipyard installment for the M/T Stenaweco Evolution. We
had undertaken to repay the loan within 12 months of its receipt. The drawdown of the loan took place on January 5, 2015 and was repaid on January 30, 2015. The
loan had a fixed interest rate of 8% per annum, with the first six months being interest-free.
Sale and purchase brokerage agreement with Navis Finance AS
On October 2, 2014, we entered into a sale and leaseback brokerage agreement with Navis Finance AS, a company in which Per Christian Haukeness, a
member of our Board of Directors, was one of the founding partners and a shareholder until January 2016, when he left the company and stopped being a
shareholder. Pursuant to this agreement, we agreed to pay a brokerage commission of 2% on any vessel sale and leaseback for which Navis Finance AS acted as
broker. In connection with the sale and leaseback of M/T Stenaweco Energy and M/T Stenaweco Evolution in January and March 2015, respectively, we paid a total
of $1.1 million in sale and leaseback brokerage commissions pursuant to this agreement with Navis Finance AS.
Family Trading revolving credit facility and assumption of liabilities
On December 23, 2015, we entered into an unsecured revolving credit facility with Family Trading for up to $15 million to be used to fund our newbuilding
program and working capital relating to our operating vessels (see Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt
Facilities). Family Trading also assumed the outstanding balance of the M/T Delos termination fee (See "Item 5. Operating and Financial Review and Prospects—B.
Liquidity and Capital Resources—Operating Leases") that amounted to $3.8 million that was immediately due. As consideration for the assumption of this liability, on
January 12, 2016, Family Trading received 1,355,816 of our common shares. We had the right to buy back up to 60% of these shares at any time until December 31,
2016, which we did not exercise. This transaction described above was approved by a special committee of our independent directors.
For a history of drawdowns and repayments under the facility, see "Item 4. Information on the Company—A. History and Development of the Company."
C.
Interests of Experts and Counsel
Not applicable.
ITEM 8.
FINANCIAL INFORMATION.
A.
Consolidated Statements and Other Financial Information
See "Item 18—Financial Statements."
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Legal Proceedings
We have not been involved in any legal proceedings which may have, or have had, a significant effect on our business, financial position, results of
operations or liquidity, nor are we aware of any proceedings that are pending or threatened which may have a significant effect on our business, financial position,
results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury
and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit,
could result in the expenditure of significant financial and managerial resources.
Dividend Distribution Policy
The declaration and payment of any future special dividends shall remain subject to the discretion of our Board of Directors and shall be based on general
market and other conditions including our earnings, financial strength and cash requirements and availability. Further, pursuant to the Statement of Designations of
our Series C Convertible Preferred Shares, we cannot pay cash dividends on any shares of our capital stock (other than on our Series C Convertible Preferred Shares)
without the prior written consent of the investor.
B.
Significant Changes
All significant changes have been included in the relevant sections.
ITEM 9.
THE OFFER AND LISTING.
A.
Offer and Listing Details
Price Range of Common Stock
The trading market for our common stock is Nasdaq, on which the shares are listed under the symbol "TOPS." The following table sets forth the high and
low market prices for our common stock for the periods indicated. All share prices have been adjusted to account for all reverse stock splits, the latest being the 1-for-
10 reverse stock split of our common shares effected on February 22, 2016. The high and low market prices for our common stock for the periods indicated were as
follows:
For the Fiscal Year Ended December 31, 2016
For the Fiscal Year Ended December 31, 2015
For the Fiscal Year Ended December 31, 2014
For the Fiscal Year Ended December 31, 2013
For the Fiscal Year Ended December 31, 2012
For the Quarter Ended
December 31, 2016
September 30, 2016
June 30, 2016
March 31, 2016
December 31, 2015
September 30, 2015
June 30, 2015
March 31, 2015
For the Month
March 2017 (through March 10, 2017)
February 2017
January 2017
December 2016
November 2016
October 2016
September 2016
August 2016
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HIGH
LOW
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
8.40 $
17.90 $
86.80 $
205.10 $
364.00 $
8.40 $
8.40 $
3.44 $
4.44 $
9.90 $
13.00 $
14.10 $
17.90 $
2.17 $
4.95 $
2.68 $
3.35 $
8.40 $
3.67 $
4.82 $
8.40 $
1.30
2.70
10.10
49.00
61.60
2.00
1.49
1.44
1.30
2.70
7.90
9.80
9.60
1.30
2.00
2.02
2.25
2.00
2.46
3.10
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B.
Plan of Distribution
Not applicable
C.
Markets
Shares of our common stock trade on Nasdaq under the symbol "TOPS."
D.
Selling Shareholders
E.
F.
Not applicable.
Dilution
Not applicable.
Expenses of the Issue
Not applicable.
ITEM 10.
ADDITIONAL INFORMATION
A.
Share Capital
Not applicable.
B.
Memorandum and Articles of Association
Purpose
Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business
Corporations Act, or BCA. Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws, as further amended, do not impose any
limitations on the ownership rights of our shareholders.
Authorized Capitalization
Our authorized capital stock consists of 1,000,000,000 common shares, par value $0.01 per share, of which 8,764,622 shares were issued and outstanding as
of March 10, 2017 and 20,000,000 preferred shares with par value of $0.01, of which 611 Series B Convertible Preferred Shares and 7,500 Series C Convertible Preferred
Shares are issued and outstanding as of March 10, 2017, respectively. Our Board of Directors has the authority to establish such series of preferred stock and with
such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or
resolutions providing for the issue of such preferred stock.
On September 14, 2016, we declared a dividend of one preferred share purchase right for each outstanding common share and adopted a shareholder rights
plan, as set forth in a Stockholders Rights Agreement dated as of September 22, 2016, by and between us and Computershare Trust Company, N.A., as rights agent,
described below under the section entitled "—Stockholders Rights Agreement". In connection with the Stockholders Rights Agreement, we designated 1,000,000
shares as Series A Participating Preferred Stock, none of which are outstanding as of the date of this annual report.
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As of March 10, 2017, there were also (i) 2,467,828 2014 Warrants outstanding, with each warrant currently having an exercise price of the lesser of $1.47 or
75% of the lowest daily VWAP of our common shares over the 21 consecutive trading days expiring on the trading day immediately prior to the date of delivery of an
exercise notice (but in no event will the exercise price be less than $0.25), and entitling its holder to purchase 1.70 common shares or such proportionate number of
common shares based on the variable price in effect on the date of exercise, as applicable and as may be further adjusted (if using the aforementioned variable
exercise price, as of March 10, 2017, each 2014 Warrant has an exercise price of $1.11 and entitles its holder to purchase 2.25 common shares, as may be further
adjusted) and (ii) 300,000 representative warrants outstanding entitling their holders to purchase 30,000 shares at an exercise price of $25 per share, as may be further
adjusted.
Description of Common Shares
Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be
applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our Board of Directors out
of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts
required to be paid to creditors and to the holders of our preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to
receive pro rata our remaining assets available for distribution. Holders of our common shares do not have conversion, redemption or preemptive rights to subscribe
to any of our securities. The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares that
we may issue in the future.
Description of Preferred Shares
Our Third Amended and Restated Articles of Incorporation authorize our Board of Directors to establish one or more series of preferred shares and to
determine, with respect to any series of preferred shares, the terms and rights of that series, including the designation of the series, the number of shares of the series,
the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series, and the voting rights,
if any, of the holders of the series.
Description of Series B Convertible Preferred Shares
On November 22, 2016, we completed a private placement of up to 3,160 Series B Convertible Preferred Shares for an aggregate principal amount of up to $3.0
million. Yorkville purchased 1,579 Series B Convertible Preferred Shares at the initial closing of the Series B Transaction and 527 Series B Convertible Preferred Shares
on November 28, 2016 for a total of $2.0 million. Yorkville waived the right to purchase any additional Series B Convertible Preferred Shares. The following description
of the Series B Convertible Preferred Shares is subject to and qualified in its entirety by reference to the securities purchase agreement, Certificate of Designation of
the Series B Convertible Preferred Shares and Registration Rights Agreement entered into in connection with the Series B Transaction. Copies of the securities
purchase agreement, Certificate of Designation of the Series B Convertible Preferred Shares and Registration Rights Agreement have been incorporated by reference
into this annual report. The waiver agreement was filed as an exhibit to our Report on Form 6-K filed with the SEC on January 10, 2017. We suggest that you read the
complete text of the securities purchase agreement, Certificate of Designation of the Series B Convertible Preferred Shares, and Registration Rights Agreement and
the waiver agreement.
Conversion. Each holder of Series B Convertible Preferred Shares, at any time and from time to time, has the right, subject to certain conditions, to convert
all or any portion of the Series B Convertible Preferred Shares then held by such holder into our common shares at the conversion rate then in effect. Each Series B
Convertible Preferred Share is convertible into the number of our common shares equal to the quotient of $1,000 plus any accrued and unpaid dividends divided by
the lesser of the following two prices: (i) $2.80 and (ii) 85% of the lowest daily VWAP of the Company's common shares over the ten consecutive trading days
expiring on the trading day immediately prior to the date of delivery of a conversion notice, but in no event will the conversion price be less than $1.00.
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Limitation on Beneficial Ownership. The Series B Convertible Preferred Shares may not be converted if, after giving effect to the conversion, a holder
together with certain related parties would beneficially own in excess of 4.99% of our outstanding common shares. At each holder's option, the cap may be waived
upon 61-days' prior notice to us
Voting. The holders of Series B Convertible Preferred Shares are entitled to such number of votes as is equal to the number of our common shares then
issuable upon a conversion of each Series B Convertible Preferred Share (subject to the ownership limitation of 4.99%) on all matters submitted to a vote of the
stockholders of the Company. The holders of Series B Convertible Preferred Shares and the holders of our common shares shall vote together as one class on all
matters submitted to a vote of shareholders of the Company. The holders of Series B Convertible Preferred Shares have no special voting rights and their consent
shall not be required for taking any corporate action.
Distributions. Upon any liquidation, dissolution or winding up of the Company, the holders of Series B Convertible Preferred Shares shall be entitled to
receive an aggregate amount equal to one thousand dollars ($1,000) per each Series B Convertible Preferred Share plus an amount equal to any accrued and unpaid
dividends on each such Series B Convertible Preferred Share.
Redemption. We at our option shall have the right to redeem a portion or all of the outstanding Series B Convertible Preferred Shares. We shall pay an
amount equal to one thousand dollars ($1,000) per each Series B Convertible Preferred Share, or the Liquidation Amount, plus a redemption premium equal to twenty
percent (20%) of the Liquidation Amount being redeemed, plus an amount equal to any accrued and unpaid dividends on such Preferred Shares (collectively referred
to as the "Redemption Amount"). In order to make a redemption, we shall first provide ten business days advanced written notice to the holders of our intention to
make a redemption, or the Redemption Notice, setting forth the amount it desires to redeem. After receipt of the Redemption Notice, the holders shall have the right to
elect to convert all or any portion of its Series B Convertible Preferred Shares. Upon the expiration of the ten business day period, we shall deliver to each holder the
Redemption Amount with respect to the amount redeemed after giving effect to conversions effected during the notice period.
The Series B Convertible Preferred Shares shall be subject to redemption in cash at the option of the holders thereof at any time after the occurrence and
continuance of a Triggering Event, as defined in the Certificate of Designation of the Series B Convertible Preferred Shares incorporated herein by reference, in an
amount equal to the Redemption Amount with respect to such Series B Convertible Preferred Shares. Such Preferred Shares shall be redeemed and the Redemption
Amount shall be paid on a date that shall not be more than ten business days following the date that written notice is given to us by a holder indicating the holder's
intention to redeem such shares and the number of shares to be redeemed.
Dividends. The holders of outstanding Series B Convertible Preferred Shares shall be entitled to receive when, as and if declared by our Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after a Triggering Event (as defined in
the Certificate of Designation of the Series B Convertible Preferred Shares incorporated herein by reference) in an amount per share (rounded to the nearest cent)
equal to eight percent (8%) per year of the liquidation amount of the then outstanding Series B Convertible Preferred Shares computed on the basis of a 365-day year
and the actual days elapsed. A Triggering Event includes, among other things, certain bankruptcy proceedings commenced by us or our subsidiaries, the delisting of
our common shares from Nasdaq, our failure to timely deliver common shares to Yorkville upon conversion of Series B Convertible Preferred Shares, our failure to pay
cash upon redemption as provided in the Certificate of Designations of the Series B Convertible Preferred Shares, or our failure to observe or perform certain
covenants of the Certificate of Designations of the Series B Convertible Preferred Shares or any Transaction document. The liquidation amount is $1,000 per each
Series B Convertible Preferred Share. We shall declare a dividend or distribution on the Series B Convertible Preferred Shares as provided above immediately after
each Quarterly Dividend Payment Date after a Triggering Event.
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Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series B Convertible Preferred Shares in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
Our Board of Directors may fix a record date for the determination of holders of Series B Convertible Preferred Shares entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.
Ranking. All shares of Series B Convertible Preferred Stock shall rank senior to (i) all classes of our common stock and (ii) other class or series of our capital
stock created after November 17. 2016.
Description of Series C Convertible Preferred Shares
On February 17, 2017, we completed a private placement of 7,500 Series C Convertible Preferred Shares for an aggregate principal amount of $7.5 million with
a non-U.S. institutional investor affiliated with the Investor. The following description of the Series C Convertible Preferred Shares is subject to and qualified in its
entirety by reference to the securities purchase agreement of Series C Convertible Preferred Shares and the Statement of Designation of the Series C Convertible
Preferred Shares. Copies of the securities purchase agreement of Series C Convertible Preferred Shares and Statement of Designation of the Series C Convertible
Preferred Shares have been incorporated by reference as exhibits to this annual report. We suggest that you read the complete text of our securities purchase
agreement and Statement of Designation of the Series C Convertible Preferred Shares.
Conversion. Each holder of Series C Convertible Preferred Shares, at any time and from time to time, has the right, subject to certain conditions, to convert
all or any portion of the Series C Convertible Preferred Shares then held by such holder into our common shares at the conversion rate then in effect. Each Series C
Convertible Preferred Share is convertible at the lesser of the following two prices: (i) $3.75 and (ii) 75% of the lowest daily VWAP of the Company's common shares
over the twenty-one (21) consecutive trading day period ending on the trading day immediately prior to such dated of determination, but in no event will the
conversion price be less than $0.25.
Limitation on Beneficial Ownership. The Series C Convertible Preferred Shares may not be converted if, after giving effect to the conversion, a holder
together with certain related parties would beneficially own in excess of 4.99% of our outstanding common shares. At each holder's option, the cap may be waived
upon 61-days' prior notice to us.
Voting. The holders of Series C Convertible Preferred Shares shall have no voting rights, except as required by law and as expressly provided in the Series
C Statement of Designation.
Distributions. Upon any liquidation, dissolution or winding up of the Company, the holders of Series C Convertible Preferred Shares shall be entitled to
receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its shareholders, before any amount shall be paid
to the holders of any of shares of all capital stock of the Company issued after the issuance date of the Series C Convertible Preferred Shares, but pari passu with any
stock of pari passu rank then outstanding, an amount per preferred share equal to the conversion amount thereof on the date of such payment and the amount per
share such holder would receive if such holder converted such preferred shares into common shares immediately prior to the date of such payment.
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Redemption. The Company at its option shall have the right to redeem all, but not less than all, of the outstanding Series C Convertible Preferred Shares.
The Company shall pay an amount equal to 120% of the conversion amount being redeemed. In order to make a redemption, the Company shall deliver a written
notice thereof to all, but not less than all, of the holders (the "Company Optional Redemption Notice" and the date all of the holders received such notice is referred
to as the "Company Optional Redemption Notice Date"). The Company may deliver only one Company Optional Redemption Notice and such Company Optional
Redemption Notice shall be irrevocable. The Company Optional Redemption Notice shall (a) state the date on which the Company Optional Redemption shall occur
(the "Company Optional Redemption Date") which date shall not be less than ninety (90) trading days nor more than one hundred (100) trading days following the
date of the Company's Optional Redemption Notice Date, (b) certify that there has been no Equity Conditions Failure (as defined in the Series C Statement of
Designation) and (c) state the aggregate Conversion Amount of the Preferred Shares which is being redeemed in such Company Optional Redemption from such
holder and all of the other holders of the Series C Preferred Shares on the Company's Optional Redemption Notice Date.
The Series C Convertible Preferred Shares shall be subject to redemption in cash at the option of the holders thereof at any time after the occurrence and
continuance of a Triggering Event (as defined in the Series C Statement of Designation) in an amount equal to the redemption amount with respect to such Series C
Convertible Preferred Shares. Upon the occurrence of a Triggering Event, the Company shall within one (1) Business Day deliver written notice thereof (an
"Triggering Event Notice") to each Holder. Each of the Series C Convertible Preferred Shares subject to redemption by the Company pursuant a Triggering
Event shall be redeemed by the Company at a price equal to the Triggering Event Price (as defined in the Series C Statement of Designation).
Further, subject to extension, at any time after the tenth business day before the one year anniversary of the issance of the Series C Convertible Preferred
Shares, the holders may require us to redeem all or any number of Series C Convertible Preferred Shares held by such holder at a purchase price equal to 100% of the
conversion amount of such shares (subject to certain notice requirements).
Dividends. The holders of outstanding Series C Convertible Preferred Shares shall be entitled to receive when, as and if declared by our board of directors
out of funds legally available for the purpose, quarterly dividends at a rate of 8% per annum payable in common shares on the first Trading Day of the applicable
calendar month (each, a "Dividend Date") with the first Dividend Date being May 15, 2017, except that any dividend not paid in common shares due to an Equity
Conditions Failure (as defined in the Series C Statement of Designation) shall be payable in cash. If a Dividend Date is not a business day, then the Dividend shall be
due and payable on the Business Day immediately following such Dividend Date.
Ranking. All shares of the Series C Convertible Preferred Stock shall rank senior to (i) all classes of our common stock and (ii) any other class or series of
our capital stock created after February 17, 2017.
History
Our predecessor, Ocean Holdings Inc., was formed as a corporation in January 2000 under the laws of the Republic of the Marshall Islands and renamed Top
Tankers Inc. in May 2004. In December 2007, Top Tankers Inc. was renamed TOP Ships Inc. Our common shares are currently listed on Nasdaq under the symbol
"TOPS."
Shareholder Meetings
Under our Amended and Restated By-Laws, annual shareholder meetings will be held at a time and place selected by our Board of Directors. The meetings
may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or
purposes at any time exclusively by our Board of Directors. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60
days before such meeting to each shareholder of record entitled to vote thereat.
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Directors
Our directors are elected by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our Third
Amended and Restated Articles of Incorporation and Amended and Restated By-laws, as further amended, prohibit cumulative voting in the election of directors.
Our Board of Directors must consist of at least one member and not more than twelve, as fixed from time to time by the vote of not less than 66 2/3% of the
entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected
and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Our Board of Directors has the authority to fix the
amounts which shall be payable to the members of our Board of Directors, and to members of any committee, for attendance at any meeting or for services rendered
to us.
Classified Board
Our Amended and Restated Articles of Incorporation provide for the division of our Board of Directors into three classes of directors, with each class as
nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our Board of Directors will be elected each year. This classified
board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay
shareholders who do not agree with the policies of our Board of Directors from removing a majority of our Board of Directors for two years.
Election and Removal
Our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws require parties other than our Board of Directors to give
advance written notice of nominations for the election of directors. Our Third Amended and Restated Articles of Incorporation provide that our directors may be
removed only for cause and only upon the affirmative vote of the holders of at least 80% of the outstanding shares of our capital stock entitled to vote for those
directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
Dissenters' Rights of Appraisal and Payment
Under the BCA, our shareholders have the right to dissent from various corporate actions, including certain mergers or consolidations or sales of all or
substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares, subject to exceptions. For example,
the right of a dissenting shareholder to receive payment of the fair value of his shares is not available if for the shares of any class or series of shares, which shares at
the record date fixed to determine the shareholders entitled to receive notice of and vote at the meeting of shareholders to act upon the agreement of merger or
consolidation, were either (1) listed on a securities exchange or admitted for trading on an interdealer quotation system or (2) held of record by more than 2,000
holders. In the event of any further amendment of the articles, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment
alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we
and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High
Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities
exchange. The value of the shares of the dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-
appointed appraiser.
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Shareholders' Derivative Actions
Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided
that the shareholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which
the action relates. On November 20, 2014, we amended our Amended and Restated By-Laws to provide that unless we consent in writing to the selection of
alternative forum, the sole and exclusive forum for (i) any shareholders' derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a
claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company or the Company's shareholders, (iii) any action asserting a claim
arising pursuant to any provision of the BCA, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the High Court of the Republic of
the Marshall Islands, in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants.
Anti-takeover Provisions of our Charter Documents
Several provisions of our Third Amended and Restated Articles of Incorporation and Amended and Restated By-Laws may have anti-takeover effects.
These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of
Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below,
could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may
consider in its best interest and (2) the removal of incumbent officers and directors.
Business Combinations
Our Third Amended and Restated Articles of Incorporation include provisions which prohibit the Company from engaging in a business combination with
an interested shareholder for a period of three years after the date of the transaction in which the person became an interested shareholder, unless:
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prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the Board approved either the business
combination or the transaction that resulted in the shareholder becoming an interested shareholder;
upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction commenced;
at or subsequent to the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is
approved by the Board and authorized at an annual or special meeting of shareholders by the affirmative vote of at least 66 2/3% of the outstanding
voting stock that is not owned by the interested shareholder; and
the shareholder became an interested shareholder prior to the consummation of the initial public offering.
Limited Actions by Shareholders
Our Third Amended and Restated Articles of Incorporation and our Amended and Restated By-Laws provide that any action required or permitted to be
taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.
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Our Third Amended and Restated Articles of Incorporation and our Amended and Restated By-Laws provide that only our Board of Directors may call
special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder
may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our Board of Directors and shareholder
consideration of a proposal may be delayed until the next annual meeting.
Blank Check Preferred Stock
Under the terms of our Third Amended and Restated Articles of Incorporation, our Board of Directors has authority, without any further vote or action by
our shareholders, to issue up to 20,000,000 shares of blank check preferred stock. Our Board of Directors may issue shares of preferred stock on terms calculated to
discourage, delay or prevent a change of control of our company or the removal of our management.
Super-majority Required for Certain Amendments to Our By-Laws
On February 28, 2007, we amended our by-laws to require that amendments to certain provisions of our by-laws may be made when approved by a vote of
not less than 66 2/3% of the entire Board of Directors. These provisions that require not less than 66 2/3% vote of our Board of Directors to be amended are
provisions governing: the nature of business to be transacted at our annual meetings of shareholders, the calling of special meetings by our Board of Directors, any
amendment to change the number of directors constituting our Board of Directors, the method by which our Board of Directors is elected, the nomination procedures
of our Board of Directors, removal of our Board of Directors and the filling of vacancies on our Board of Directors.
Stockholders Rights Agreement
On September 14, 2016, our Board of Directors declared a dividend of one preferred share purchase right, or a Right, for each outstanding common share and
adopted a shareholder rights plan, as set forth in the Stockholders Rights Agreement dated as of September 22, 2016, or the Rights Agreement, by and between the
Company and Computershare Trust Company, N.A., as rights agent.
The Board adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a
significant penalty upon any person or group that acquires 15% or more of our outstanding common shares without the approval of our Board of Directors. If a
shareholder's beneficial ownership of our common shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or
above the applicable threshold, that shareholder's then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time
after such announcement, the shareholder increases its ownership percentage by 1% or more.
The Rights may have anti-takeover effects. The Rights will cause substantial dilution to any person or group that attempts to acquire us without the
approval of our Board of Directors. As a result, the overall effect of the Rights may be to render more difficult or discourage any attempt to acquire us. Because our
Board of Directors can approve a redemption of the Rights for a permitted offer, the Rights should not interfere with a merger or other business combination
approved by our Board.
For those interested in the specific terms of the Rights Agreement, we provide the following summary description. Please note, however, that this
description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which is an exhibit to the Form 8-A filed by us on
September 22, 2016 and incorporated herein by reference. The foregoing description of the Rights Agreement is qualified in its entirety by reference to such exhibit.
The Rights. The Rights trade with, and are inseparable from, our common shares. The Rights are evidenced only by certificates that represent our common
shares. New Rights will accompany any new common shares of the Company issued after October 5, 2016 until the Distribution Date described below.
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Exercise Price. Each Right allows its holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, or a
Series A Preferred Share, for $50.00, or the Exercise Price, once the Rights become exercisable. This portion of a Series A Preferred Share will give the shareholder
approximately the same dividend, voting and liquidation rights as would one common share. Prior to exercise, the Right does not give its holder any dividend, voting,
or liquidation rights.
Exercisability. The Rights are not exercisable until ten days after the public announcement that a person or group has become an "Acquiring Person" by
obtaining beneficial ownership of 15% or more of our outstanding common shares.
Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying
common shares or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended—are treated as beneficial ownership of the
number of our common shares equivalent to the economic exposure created by the derivative position, to the extent our actual common shares are directly or
indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights
Agreement are excepted from such imputed beneficial ownership.
For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of our outstanding common shares, the
Rights Agreement "grandfathers" their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.
The date when the Rights become exercisable is the "Distribution Date." Until that date, our common share certificates (or, in the case of uncertificated
shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of our common shares will constitute a transfer of Rights.
After that date, the Rights will separate from our common shares and will be evidenced by book-entry credits or by Rights certificates that the Company will mail to all
eligible holders of our common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.
Series A Preferred Share Provisions
Each one one-thousandth of a Series A Preferred Share, if issued, will, among other things:
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not be redeemable;
entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the
aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in our common shares
or a subdivision of the our outstanding common shares (by reclassification or otherwise), declared on our common shares since the immediately
preceding quarterly dividend payment date; and
entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company.
The value of one one-thousandth interest in a Series A Preferred Share should approximate the value of one common share.
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Consequences of a Person or Group Becoming an Acquiring Person.
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Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of our common shares, then each Right will entitle the holder thereof
to purchase, for the Exercise Price, a number of our common shares (or, in certain circumstances, cash, property or other securities of the Company)
having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing
event until such time as the Rights are no longer redeemable by the Company, as further described below.
Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights
Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.
Flip Over. If, after an Acquiring Person obtains 15% or more of our common shares, (i) the Company merges into another entity; (ii) an acquiring
entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right
(except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number
of our common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.
Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person
beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a
Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring
Person.
Redemption. Our Board of Directors may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If our
Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the
redemption price of $0.01 per Right. The redemption price will be adjusted if the Company has a stock dividend or a stock split.
Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding common shares,
the Board may extinguish the Rights by exchanging one common share or an equivalent security for each Right, other than Rights held by the Acquiring Person. In
certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one common
share.
Expiration. The Rights expire on the earliest of (i) September 22, 2026; or (ii) the redemption or exchange of the Rights as described above.
Anti-Dilution Provisions. The Board may adjust the purchase price of the Series A Preferred Shares, the number of Series A Preferred Shares issuable and
the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series A Preferred Shares or our
common shares. No adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior
to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain
exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with
any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the
interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).
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Taxes. The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or
upon redemption of the Rights, shareholders may recognize taxable income.
C.
Material Contracts
We refer you to "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt Facilities," "Item 5. Operating and
Financial Review and Prospects—B. Liquidity and Capital Resources—Operating Leases," and "Item 7. Major Shareholders and Related Party Transactions—B.
Related Party Transactions" for a discussion of our material agreements that we have entered into outside the ordinary course of our business.
Other than these contracts, we have no other material contracts, other than contracts entered into in the ordinary course of business, to which we are a
party.
D
Exchange controls
The Marshall Islands impose no exchange controls on non-resident corporations.
E.
Taxation
The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to an investment decision by a U.S. Holder
and a Non-U.S. Holder, each as defined below, with respect to the common stock. This discussion does not purport to deal with the tax consequences of owning
common stock to all categories of investors, some of which, such as dealers in securities and investors whose functional currency is not the U.S. dollar, may be
subject to special rules. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under
U.S. federal, state, local or foreign law of the ownership of common stock.
Marshall Islands Tax Consequences
We are incorporated in the Republic of the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no
Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.
U.S. Federal Income Tax Consequences
The following are the material United States federal income tax consequences to us of our activities and to U.S. Holders and non U.S. Holders, each as
defined below, of our common stock. The following discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended
(the "Code"), judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury (the
"Treasury Regulations"), all of which are subject to change, possibly with retroactive effect. The discussion below is based, in part, on the description of our
business in "Item 4. Information on the Company—B. Business Overview." above and assumes that we conduct our business as described in that section. Except as
otherwise noted, this discussion is based on the assumption that we will not maintain an office or other fixed place of business within the United States. References
in the following discussion to "we" and "us" are to TOP Ships Inc. and its subsidiaries on a consolidated basis.
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U.S. Federal Income Taxation of Our Company
Taxation of Operating Income: In General
Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect
of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation
in a pool, partnership, strategic alliance, joint operating agreement, cost sharing arrangements or other joint venture it directly or indirectly owns or participates in
that generates such income, or from the performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping
income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but
that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as "U.S.-source shipping income."
Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United
States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.
Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United
States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.
In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income would be subject to a 4% tax imposed without
allowance for deductions as described below.
Exemption of Operating Income from U.S. Federal Income Taxation
Under Section 883 of the Code and the regulations thereunder, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:
(1)
we are organized in a foreign country, or our country of organization, that grants an "equivalent exemption" to corporations organized in the United
States; and
(2)
either
A.
B.
more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are "residents" of our country of organization
or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States (each such individual a
"qualified shareholder" and such individuals collectively, "qualified shareholders"), which we refer to as the "50% Ownership Test," or
our stock is "primarily and regularly traded on an established securities market" in our country of organization, in another country that
grants an "equivalent exemption" to U.S. corporations, or in the United States, which we refer to as the "Publicly-Traded Test."
The Marshall Islands and Liberia, the jurisdictions where we and our ship-owning subsidiaries are incorporated, each grant an "equivalent exemption" to
U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the
Publicly-Traded Test is met.
Based on information provided in Schedule 13D and Schedule 13G filings with the SEC and ownership certificates that we obtained from certain of our
shareholders, we believe that we meet the Publicly Traded Test for the taxable year 2016, as discussed below.
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Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be "primarily traded" on an established securities
market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number
of shares in each such class that are traded during that year on established securities markets in any other single country. Our common stock, which is our sole class
of issued and outstanding stock, is and we anticipate will continue to be "primarily traded" on the Nasdaq Capital Market.
Under the Treasury Regulations, our common stock will be considered to be "regularly traded" on an established securities market if one or more classes of
our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on
the market, which we refer to as the "listing threshold." Since our common stock, our sole class of issued and outstanding stock, is listed on the Nasdaq Capital
Market, we will satisfy the listing threshold.
It is further required that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other
than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the "trading frequency
test"; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock
outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the "trading volume test." We believe we will
satisfy the trading frequency and trading volume tests. Even if this were not the case, the Treasury Regulations provide that the trading frequency and trading
volume tests will be deemed satisfied if, as is the case with our common stock, such class of stock is traded on an established securities market in the United States
and such stock is regularly quoted by dealers making a market in such stock.
Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be "regularly traded"
on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or
constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value
of the outstanding shares of such class of stock, which we refer to as the "5% Override Rule."
For purposes of being able to determine the persons who own 5% or more of our stock, or "5% Shareholders," the Treasury Regulations permit us to rely on
those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our common stock. The
Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment
Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.
In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will not apply if we can establish that among the
closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code
to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days
during such year. To establish and substantiate this exception to the 5% Override Rule, our 5% Shareholders who are qualified shareholders for purposes of Section
883 of the Code must comply with ownership certification procedures attesting that they are residents of qualifying jurisdictions, and each intermediary or other
person in the chain of ownership between us and such 5% Shareholder must undertake similar compliance procedures.
For the 2016 taxable year, we believe that the 5% Override Rule was triggered as 50% or more of the vote and value of our common stock was owned by 5%
Shareholders on more than half of the days during the taxable year. Nevertheless, we believe that we qualify for the exception to the 5% Override Rule because
sufficient common shares were held by one or more qualified shareholders to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or
more of the common stock for more than half of the number of days in 2016, and the substantiation requirements have been satisfied. Therefore, we believe that we
qualified for the exemption under Section 883 of the Code for the 2016 taxable year. However, due to the factual nature of the issues, no assurances can be made that
we will continue to qualify for the benefits of Section 883 of the Code for any future taxable year.
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Taxation in the Absence of Exemption under Section 883 of the Code
To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be "effectively
connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis,
without the benefit of deductions, which we refer to as the "4% gross basis tax regime." Since under the sourcing rules described above, no more than 50% of our
shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never
exceed 2% under the 4% gross basis tax regime.
To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be
"effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S.-source shipping income, net of
applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at rates of up to 35%. In addition, we may be subject to the 30%
"branch profits" tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on
certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.
Our U.S.-source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:
ö
ö
We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that
follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly
scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping
income will be "effectively connected" with the conduct of a U.S. trade or business.
U.S. Taxation of Gain on Sale of Vessels
Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain
realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a
vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer
outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.
U.S. Federal Income Taxation of U.S. Holders
As used herein, the term "U.S. Holder" means a beneficial owner of our common stock that
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ö
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is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal
income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration
of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust;
owns the common stock as a capital asset, generally, for investment purposes; and
owns less than 10% of our common stock for U.S. federal income tax purposes.
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If a partnership holds our common stock, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and upon the
activities of the partnership. If you are a partner in a partnership holding our common stock, you are encouraged to consult your tax advisor.
Distributions
Subject to the discussion of passive foreign investment companies, or PFIC, below, any distributions made by us with respect to our common stock to a U.S.
Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in his common
stock on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a
dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common stock will generally be treated as
"passive category income" for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.
Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate (a "U.S. Non-Corporate Holder") will generally be treated as
"qualified dividend income" that is taxable to such U.S. Non-Corporate Holder at preferential tax rates provided that (1) the common stock is readily tradable on an
established securities market in the United States (such as the Nasdaq Capital Market on which our common stock is traded); (2) we are not a PFIC for the taxable
year during which the dividend is paid or the immediately preceding taxable year (as discussed in more detail below); (3) the U.S. Non-Corporate Holder has owned
the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend; and (4) the U.S.
Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.
We believe that we were not a PFIC for our 2014 through 2016 taxable years, and we do not expect to be a PFIC for subsequent taxable years. If we were
treated as a PFIC for our 2016 taxable year, any dividends paid by us during 2016 and 2017 will not be treated as "qualified dividend income" in the hands of a U.S.
Non-Corporate Holder. Any dividends we pay which are not eligible for the preferential rates applicable to "qualified dividend income" will be taxed as ordinary
income to a U.S. Non-Corporate Holder.
Special rules may apply to any "extraordinary dividend," generally, a dividend paid by us in an amount which is equal to or in excess of 10% of a
shareholder's adjusted tax basis in a common share. If we pay an "extraordinary dividend" on our common stock that is treated as "qualified dividend income," then
any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such
dividend.
Sale, Exchange or other Disposition of Common Stock
Subject to the discussion of our status as a PFIC below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition
of our common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S.
Holder's tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the
time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.-source income or loss, as applicable, for U.S. foreign tax
credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.
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3.8% Tax on Net Investment Income
A U.S. Holder that is an individual, estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder's net
investment income for the taxable year and (2) the excess of the U.S. Holder's modified adjusted gross income for the taxable year over a certain threshold (which in
the case of individuals is between $125,000 and $250,000). A U.S. Holder's net investment income will generally include distributions made by us which constitute a
dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our common stock. This tax is in addition to any
income taxes due on such investment income.
If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on
net investment income to the ownership and disposition of our common stock.
Passive Foreign Investment Company Status and Significant Tax Consequences
Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes.
In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common stock, either
ö
ö
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.
For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively,
of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by us in connection with
the performance of services would not constitute "passive income" for these purposes. By contrast, rental income would generally constitute "passive income"
unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.
In general, income derived from the bareboat charter of a vessel will be treated as "passive income" for purposes of determining whether we are a PFIC and
such vessel will be treated as an asset which produces or is held for the production of "passive income." On the other hand, income derived from the time charter of
a vessel should not be treated as "passive income" for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should
generally not be treated as an asset which produces or is held for the production of "passive income."
We believe that we were a PFIC for our 2013 taxable year because we believe that at least 50% of the average value of our assets consisted of vessels which
were bareboat chartered and at least 75% of our gross income was derived from vessels on bareboat charter.
We believe that we were not a PFIC for our 2014 through 2016 taxable years because we had no bareboat chartered vessels and consequently no gross
income from vessels on bareboat charter. Furthermore, based on our current assets and activities, we do not believe that we will be a PFIC for the subsequent taxable
years. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the
position that, for purposes of determining whether we are a passive foreign investment company, the gross income we derive or are deemed to derive from the time
chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such
income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such
income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we were a passive foreign investment company. We
believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived
from time charters and voyage charters as services income for other tax purposes. However, in the absence of any legal authority specifically relating to the statutory
provisions governing passive foreign investment companies, the IRS or a court could disagree with our position. In addition, although we intend to conduct our
affairs in a manner to avoid being classified as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of our
operations will not change in the future.
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As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different U.S. federal income
taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election is referred to as a "QEF Election." As
discussed below, as an alternative to making a QEF Election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our common stock,
which election is referred to as a "Mark-to-Market Election". A U.S. Holder holding PFIC shares that does not make either a "QEF Election" or "Mark-to-Market
Election" will be subject to the Default PFIC Regime, as defined and discussed below in "Taxation—U.S. Federal Income Taxation of U.S. Holders—Taxation of U.S.
Holders Not Making a Timely QEF or "Mark-to-Market" Election."
If the Company were to be treated as a PFIC, a U.S. Holder would be required to file, with respect to taxable years ending on or after December 31, 2013, IRS
Form 8621 to report certain information regarding the Company.
A U.S. Holder who held our common stock during any period in which we were treated as a PFIC and who neither made a QEF Election nor a Mark-to-
Market Election may continue to be subject to the Default PFIC Regime, notwithstanding that the Company is no longer a PFIC. If you are a U.S. Holder who held
our common shares during any period in which we were a PFIC but failed to make either of the foregoing elections, you are strongly encouraged to consult your
tax advisor regarding the U.S. federal income tax consequences to you of holding our common stock in periods in which we are no longer a PFIC.
The QEF Election
If a U.S. Holder makes a timely QEF Election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for United
States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable
year of the Electing Holder, regardless of whether or not distributions were made by us to the Electing Holder. The Electing Holder's adjusted tax basis in the common
stock will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a
corresponding reduction in the adjusted tax basis in the common stock and will not be taxed again once distributed. An Electing Holder would generally recognize
capital gain or loss on the sale, exchange or other disposition of our common stock. A U.S. Holder would make a QEF Election with respect to any year that our
company is a PFIC by filing one copy of IRS Form 8621 with his United States federal income tax return and a second copy in accordance with the instructions to
such form. It should be noted that if any of our subsidiaries is treated as a corporation for U.S. federal income tax purposes, a U.S. Holder must make a separate QEF
Election with respect to each such subsidiary.
Taxation of U.S. Holders Making a "Mark-to-Market" Election
Making the Election. Alternatively, if, as is anticipated, our common stock is treated as "marketable stock," a U.S. Holder would be allowed to make a Mark-
to-Market Election with respect to the common stock, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and
related Treasury Regulations. The common stock will be treated as "marketable stock" for this purpose if it is "regularly traded" on a "qualified exchange or other
market." The common stock will be "regularly traded" on a qualified exchange or other market for any calendar year during which it is traded (other than in de minimis
quantities) on at least 15 days during each calendar quarter. A "qualified exchange or other market" means either a U.S. national securities exchange that is registered
with the SEC, the Nasdaq Capital Market, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the
market is located and which satisfies certain regulatory and other requirements. We believe that the Nasdaq Capital Market should be treated as a "qualified
exchange or other market" for this purpose. However, it should be noted that a separate Mark-to-Market Election would need to be made with respect to each of our
subsidiaries which is treated as a PFIC. The stock of these subsidiaries is not expected to be "marketable stock." Therefore, a "mark-to-market" election is not
expected to be available with respect to these subsidiaries.
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Current Taxation and Dividends. If the Mark-to-Market Election is made, the U.S. Holder generally would include as ordinary income in each taxable year the
excess, if any, of the fair market value of the common stock at the end of the taxable year over such U.S. Holder's adjusted tax basis in the common stock The U.S.
Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in its common stock over its fair market value at
the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election. Any income inclusion
or loss under the preceding rules should be treated as gain or loss from the sale of common stock for purposes of determining the source of the income or loss.
Accordingly, any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes. A U.S. Holder's tax basis
in his common stock would be adjusted to reflect any such income or loss amount. Distributions by us to a U.S. Holder who has made a Mark-to-Market Election
generally will be treated as discussed above under "Taxation—U.S. Federal Income Taxation of U.S. Holders—Distributions."
Sale, Exchange or Other Disposition. Gain realized on the sale, exchange, redemption or other disposition of the common stock would be treated as ordinary
income, and any loss realized on the sale, exchange, redemption or other disposition of the common stock would be treated as ordinary loss to the extent that such
loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. Any loss in excess of such previous inclusions would be
treated as a capital loss by the U.S. Holder. A U.S. Holder's ability to deduct capital losses is subject to certain limitations. Any such gain or loss generally should
be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes.
Taxation of U.S. Holders Not Making a Timely QEF or "Mark-to-Market" Election
Finally, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election with respect to any taxable year in which we are treated as a
PFIC, or a U.S. Holder whose QEF Election is invalidated or terminated, or a Non-Electing Holder, would be subject to special rules, or the Default PFIC Regime, with
respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common stock in a taxable year in excess of
125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding
period for the common stock), and (2) any gain realized on the sale, exchange, redemption or other disposition of the common stock.
Under the Default PFIC Regime:
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the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common stock;
the amount allocated to the current taxable year and any taxable year before we became a PFIC 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 taxpayer
for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such
other taxable year.
Any distributions other than "excess distributions" by us to a Non-Electing Holder will be treated as discussed above under "Taxation—U.S. Federal
Income Taxation of U.S. Holders—Distributions."
These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage
in connection with its acquisition of the common stock. If a Non-Electing Holder who is an individual dies while owning the common stock, such Non-Electing
Holder's successor generally would not receive a step-up in tax basis with respect to the common stock.
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U.S. Federal Income Taxation of "Non-U.S. Holders"
A beneficial owner of our common stock (other than a partnership) that is not a U.S. Holder is referred to herein as a "Non-U.S. Holder."
Dividends on Common Stock
Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common stock,
unless that income is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the
benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the
Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Common Stock
Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition
of our common stock, unless:
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ö
the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled
to the benefits of a U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment
maintained by the Non-U.S. Holder in the United States; or
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other
conditions are met.
If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common stock, including dividends
and the gain from the sale, exchange or other disposition of the stock that is effectively connected with the conduct of that trade or business will generally be subject
to U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-
U.S. Holder, the earnings and profits of such Non-U.S. Holder that are attributable to effectively connected income, subject to certain adjustments, may be subject to
an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. In
addition, such payments will be subject to backup withholding tax if you are a non-corporate U.S. Holder and you:
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ö
fail to provide an accurate taxpayer identification number;
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or
in certain circumstances, fail to comply with applicable certification requirements.
Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an applicable
IRS Form W-8.
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If you sell your common stock to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and
information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common
stock through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup
withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales
proceeds, even if that payment is made to you outside the United States, if you sell your common stock through a non-U.S. office of a broker that is a U.S. person or
has some other contacts with the United States. Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld
under backup withholding rules that exceed your U.S. federal income tax liability by filing a refund claim with the IRS.
Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain
U.S. entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the
asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable
year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our
common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS
Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the
extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the
statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date
that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their
reporting obligations under this legislation.
F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on Display
We file annual reports and other information with the SEC. You may read and copy any document we file with the SEC at its public reference room at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of this information by mail from the public reference section of the SEC, 100 F Street,
N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference
room. Our SEC filings are also available to the public at the web site maintained by the SEC at http://www.sec.gov, as well as on our website at
http://www.topships.org.
I.
Subsidiary Information
Not applicable.
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ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Risk Management Policy
Our primary market risks relate to adverse movements in freight rates in the product tanker market. Our policy is to continuously monitor our exposure to
other business risks, including the impact of changes in interest rates, currency rates, and bunker prices on earnings and cash flows. We assess these risks and,
when appropriate, enter into derivative contracts with credit-worthy counterparties to minimize our exposure to the risks. With regard to bunker prices, as our
employment policy for our vessels has been and is expected to continue to be with a high percentage of our fleet on period employment, we are not directly exposed
with respect to those vessels to increases in bunker fuel prices, as these are the responsibility of the charterer under period charter arrangements.
Interest Rate Risk
As of the date of this report we are exposed to interest rate risk in relation to the ABN Facility and NORD/LB Facility (See "Item 18. Financial Statements—
Note 10—Debt"). We may be subject to additional market risks relating to changes in interest rates when we take on additional indebtedness. In order to manage our
exposure to changes in interest rates due to this floating rate indebtedness, we enter into interest rate swap agreements. Set forth below is a table of our interest rate
swap arrangements as of December 31, 2016 (in thousands of U.S. dollars).
SWAP Number
(Nr)
1
2
3
Counterparty
ABN Amro
ABN Amro
ABN Amro
Total
Notional Amount as of
December 31, 2016
-
20,700
19,450
40,150
Start Date
End Date
Fixed Rate Payable
April 13, 2018
December 21,
2016
December 21,
2016
July 13, 2021
January 13,
2022
August 10,
2022
1.4425%
2.0800%
2.1250%
Fair Value – Liability as of
December 31, 2016
300
(167)
(174)
(41)
Under all above swap transactions, the bank effects quarterly floating-rate payments to the Company for the relevant amount based on the three-month USD
LIBOR, and the Company effects quarterly payments to the bank on the relevant amount at the respective fixed rates.
As of December 31, 2016, our total bank indebtedness excluding unamortized financing fees was $86.1 million, of which $40.2 million was covered by the
interest rate swap agreements described above and $4.1 million refers to the Family Trading facility the interest rate of which does not fluctuate. As set forth in the
above table, as of December 31, 2016, we paid fixed rates ranging from 2.0800% to 2.1250% and received floating rates on the SWAPs that are based on three month
LIBOR. As of December 31, 2016, our interest rate swap agreements are, on an average basis, above the prevailing three month LIBOR rates over which our loans are
priced. Accordingly, the effect of these interest rate swap agreements in the year ended December 31, 2016 has been to increase our loss on financial instruments.
Based on the amount of our outstanding indebtedness, not covered by interest rate swaps, as of December 31, 2016, a hypothetical one percentage point
increase in the three month U.S. dollar LIBOR would increase our interest rate expense for 2017, on an annualized basis, by approximately $0.4 million.
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Foreign Exchange Rate Fluctuation
We generate all of our revenues in U.S. dollars but incur certain expenses in currencies other than U.S. dollars, mainly the Euro. During 2016, approximately
94% of our expenses were in U.S. Dollars, 5% were in Euro and approximately 1% were in other currencies than the U.S. dollar or Euro. For accounting purposes,
expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. We have not hedged currency
exchange risks associated with our expenses and our operating results could be adversely affected as a result. We constantly monitor the U.S. dollar exchange rate
and we try to achieve the most favorable exchange rates from the financial institutions we work with.
Based on our total expenses for the year ended December 31, 2016, and using as an average exchange rate of $ 1.1058 to € 1, a 5% decrease in the exchange
rate to $ 1.0505 to € 1 would result in an expense saving of approximately $0.06 million. Based on our total expenses for the year ended December 31, 2015, and using
as an average exchange rate of $1.1058 to € 1, a 5% decrease in the exchange rate to $1.0531 to € 1 would result in an expense saving of approximately $0.05 million.
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable.
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
PART II
Neither we nor any of our subsidiaries have been subject to a material default in the payment of principal, interest, a sinking fund or purchase fund
installment or any other material default that was not cured within 30 days.
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
We have adopted the Stockholders Rights Agreement, pursuant to which each share of our common stock includes one preferred stock purchase right that
entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Stock if any third-party seeks to acquire
control of a substantial block of our common stock without the approval of our Board of Directors. See "Item 10. Additional Information—B. Memorandum and
Articles of Association—Stockholders Rights Agreement" included in this annual report for a description of our Stockholders Rights Agreement.
Please also see "Item 10. Additional Information—B. Memorandum and Articles of Association" for a description of the rights of holders of our Series B and
Series C Convertible Preferred Shares relative to the rights of holders of shares of our common stock.
ITEM 15.
CONTROLS AND PROCEDURES
a)
Disclosure Controls and Procedures
Management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), as of the end of the period covered by this annual report, as of December 31, 2016.
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The term disclosure controls and procedures are defined under SEC rules as controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of
human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their control objectives.
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of
December 31, 2016.
b)
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f)
promulgated under the Exchange Act.
Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
ö
ö
ö
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of
Company's management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Our disclosure controls and procedures
are designed to provide reasonable assurance of achieving their objectives. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
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Our management with the participation of our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over
financial reporting as of December 31, 2016, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. . As a result of its assessment, the Chief Executive Officer and Chief Financial Officer concluded that our
internal controls over financial reporting are effective as of December 31, 2016.
c)
Attestation Report of the Registered Public Accounting Firm
This annual report does not contain an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public accounting firm since under the SEC adopting release implementing the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, companies that are non-accelerated filers are exempt from including auditor attestation reports in their Form 20-
Fs.
d)
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially
affected or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
We have established an audit committee composed of three independent members that are responsible for reviewing our accounting controls and
recommending to our Board of Directors the engagement of our outside auditors.
We do not believe it is necessary to have a financial expert, as defined in Item 407 of Regulation S-K, because our Board of Directors has determined that the
members of the audit committee have the financial experience and other relevant experience necessary to effectively perform the duties and responsibilities of the
audit committee.
ITEM 16B.
CODE OF ETHICS
Our Board of Directors has adopted a Corporate Code of Business Ethics and Conduct that applies to all employees, directors and officers, that complies
with applicable guidelines issued by the SEC. The finalized Code of Ethics has been approved by our Board of Directors and was distributed to all employees,
directors and officers. We will also provide any person a hard copy of our code of ethics free of charge upon written request. Shareholders may direct their requests
to the attention of Mr. Alexandros Tsirikos at our registered address and phone number.
ITEM 16C.
PRINCIPAL AUDITOR FEES AND SERVICES
Aggregate fees billed to the Company for the years ended December 2015 and 2016 represent fees billed by our principal accounting firm, Deloitte Certified
Public Accountants S.A. (formerly known as Deloitte, Hadjipavlou, Sofianos & Cambanis S.A.), the other member firms of Deloitte Touche Tohmatsu, and their
respective affiliates (collectively, "Deloitte"). Audit fees represent compensation for professional services rendered for the audit of the consolidated financial
statements, fees for the review of interim financial information as well as in connection with the review of registration statements and related consents and comfort
letters. For 2015 and 2016, no other non-audit, tax or other fees were charged by Deloitte.
U.S. dollars in thousands,
Audit Fees
Year Ended
2015
2016
141.2
149.0
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Our audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors and
associated fees prior to the engagement of the independent auditor with respect to such services.
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable.
ITEM 16F.
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G.
CORPORATE GOVERNANCE
We have certified to Nasdaq that our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the
Marshall Islands. Therefore, we are exempt from many of Nasdaq's corporate governance practices other than the submission of a listing agreement, notification to
Nasdaq of non-compliance with Nasdaq corporate governance practices, prohibition on disparate reduction or restriction of shareholder voting rights, and the
establishment of an audit committee satisfying Nasdaq Listing Rule 5605(c)(3) and ensuring that such audit committee's members meet the independence requirement
of Listing Rule 5605(c)(2)(A)(ii). The practices we follow in lieu of Nasdaq's corporate governance rules applicable to U.S. domestic issuers are as follows:
ö
ö
ö
ö
Majority Independent Board. Nasdaq requires, among other things, that a listed company has a Board of Directors comprised of a majority of
independent directors. As permitted under Marshall Islands law, our Board of Directors is comprised of three independent directors, one non-
independent, non-executive director and three executive directors.
Audit Committee. Nasdaq requires, among other things, that a listed company has an audit committee with a minimum of three independent
members, at least one of whom meets certain standards of financial sophistication. As permitted under Marshall Islands law, our audit committee
consists of three independent directors but we do not designate any one audit commit member as meeting the standards of financial sophistication.
As a foreign private issuer, we are not required to hold regularly scheduled board meetings at which only independent directors are present.
In lieu of obtaining shareholder approval prior to the issuance of designated securities, we will comply with provisions of the BCA, which allows
our Board of Directors to approve share issuances.
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance
rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our bylaws, we will notify our shareholders of meetings
between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at
the meeting. In addition, our bylaws provide that shareholders must give us between 120 and 180 days advance notice to properly introduce any
business at a meeting of shareholders.
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Other than as noted above, we are in compliance with all other Nasdaq corporate governance standards applicable to U.S. domestic issuers.
ITEM 16H.
MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 17.
FINANCIAL STATEMENTS
See Item 18.
ITEM 18.
FINANCIAL STATEMENTS
PART III
The financial statements beginning on page F-1 are filed as a part of this annual report.
ITEM 19.
EXHIBITS
Number Description of Exhibits
1.1
Third Amended and Restated Articles of Incorporation of TOP Ships Inc. (1)
1.2
1.3
1.4
1.5
2.1
2.2
2.3
2.4
2.5
2.6
2.7
4.1
Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated April 17, 2014 (2)
Articles of Amendment to the Third Amended and Restated Articles of Incorporation, dated February 15, 2016 (11)
Amended and Restated By-Laws of the Company (3)
Amendment No. 1 to the Amended and Restated By-Laws (4)
Form of Share Certificate (5)
Form of Warrant Certificate
Form of Warrant Agreement to Purchase Common Shares, dated June 11, 2014 (9)
Form of Representative's Warrant Agreement to Purchase Common Shares, dated June 11, 2014 (8)
Certificate of Designations of Rights, Preferences and Privileges of Series A Participating Preferred Stock of TOP Ships Inc. (12)
Certificate of Designations of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of TOP Ships Inc. (13)
Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of TOP Ships Inc. (18)
TOP Ships Inc. 2015 Stock Incentive Plan (11)
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4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
4.22
Stockholders Rights Agreement with Computershare Trust Company, N.A., as Rights Agent as of September 22, 2016 (14)
Securities Purchase Agreement by and between the Company and YA II CD, Ltd., dated November 22, 2016 (15)
Registration Rights Agreement by and between the Company and YA II CD, Ltd., dated November 22, 2016 (16)
Letter Agreement with Central Shipping Monaco SAM, dated March 10, 2014 (6)
Form of Management Agreement with Central Shipping Monaco SAM (6)
Commitment Letter dated October 16, 2014 between ABN AMRO BANK N.V. and TOP Ships Inc. for a senior debt facility of up to $42 million (7)
Senior debt facility dated June 19, 2014 between Alpha Bank and Monte Carlo 71 Shipping Company Limited (7)
Memorandum of Agreement dated December 30, 2014 with respect to the M/T Stenaweco Energy (7)
Call Option Agreement dated December 30, 2014 with respect to the M/T Stenaweco Energy (7)
Bareboat Charter dated December 30, 2014 with respect to the M/T Stenaweco Energy (7)
Memorandum of Agreement dated December 30, 2014 with respect to the M/T Stenaweco Evolution (7)
Call Option Agreement dated December 30, 2014 with respect to the M/T Stenaweco Evolution (7)
Bareboat Charter dated December 30, 2014 with respect to the M/T Stenaweco Evolution (7)
Loan Agreement dated January 2, 2015, between TOP Ships Inc. and Atlantis Ventures Ltd (7)
Secured Term Loan Facility dated July 9, 2015 between Monte Carlo 37 Shipping Company Limited, Monte Carlo 39 Shipping Company Limited and ABN
Amro Bank N.V. (11)
Amending and Restating Agreement, dated September 28, 2015, to the Secured Term Loan Facility between Monte Carlo 37 Shipping Company Limited,
Monte Carlo 39 Shipping Company Limited, and ABN Amro Bank N.V. (11)
Amending and Restating Agreement, dated August 1, 2016, to the Secured Term Loan Facility between Monte Carlo 37 Shipping Company Limited,
Monte Carlo 39 Shipping Company Limited, Monte Carlo Lax Shipping Company Limited and ABN Amro Bank N.V.
Letter Agreement dated December 23, 2015 between Family Trading Inc. and TOP Ships Inc. (11)
Amendment to the Letter Agreement dated December 23, 2015 between Family Trading Inc. and TOP Ships Inc. (11)
Loan Agreement dated December 23, 2015 between Family Trading Inc. and TOP Ships Inc. (11)
Term Sheet dated April 6, 2016 between TOP Ships Inc. and Norddeutsche Landesbank Girozentrale (11)
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4.23
4.24
4.25
4.26
4.27
4.28
4.29
8.1
12.1
12.2
13.1
13.2
15.1
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Loan Agreement dated May 11, 2016 between Monte Carlo Seven Shipping Company and Norddeutsche Landesbank Girozentrale (10)
Common Stock Purchase Agreement, dated February 2, 2017, between TOP Ships Inc. and Kalani Investments Limited (19)
Note Purchase Agreement, dated February 6, 2017, between TOP Ships Inc. and Kalani Investments Limited (17)
Unsecured Promissory Note of TOP Ships Inc., dated February 6, 2017 (20)
Form of securities purchase agreement between TOP Ships Inc. and a non-U.S. institutional investor (21)
Share Purchase Agreement, dated February 20, 2017, between Malibu Shipmanagement Co. and Style Maritime Ltd.
Amended and Restated Loan Agreement, dated February 21, 2017, between TOP Ships Inc. and Family Trading Inc. (22)
List of subsidiaries of the Company
Rule 13a-14(a)/15d-14(a) Certification of the Company's Principal Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of the Company's Principal Financial Officer
Certification of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Certification of the Company's Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Consent of Independent Registered Accounting Firm
The following materials from the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2016, formatted in eXtensible Business
Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2015 and 2016; (ii) Consolidated Statements of Comprehensive Income/
(Loss) for the years ended December 31, 2014, 2015 and 2016; (iii) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014,
2015 and 2016; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2015 and 2016; and (v) Notes to Consolidated
Financial Statements
___________________
(1)
(2)
(3)
(4)
(5)
(6)
Incorporated by reference to the Company's Current Report on Form 6-K, filed on June 24, 2011
Incorporated by reference to the Company's Current Report on Form 6-K, filed on April 18, 2014
Incorporated by reference to the Company's Current Report on Form 6-K filed on March 9, 2007
Incorporated by reference to the Company's Current Report on Form 6-K filed on November 28, 2014
Incorporated by reference to the Company's Annual Report on Form 20-F, filed on June 29, 2009
Incorporated by reference to the Company's Registration Statement on Form F-1, filed on March 19, 2014, as amended (File No. 333-194960)
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(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
Incorporated by reference to the Company's Annual Report on Form 20-F, filed on April 29, 2015
Incorporated by reference to the Company's Pre-Effective Amendment No. 2 to the Registration Statement on Form F-1, filed on May 13, 2014 (File No. 333-
194690)
Incorporated by reference to the Company's Post-Effective Amendment No. 1 to the Registration Statement on Form F-1, filed on May 9, 2016 (File No. 333-
194690)
Incorporated by reference to the Company's Post-Effective Amendment No. 2 to the Registration Statement on Form F-1, filed on June 23, 2016 (File No. 333-
194690)
Incorporated by reference to the Company's Annual Report on Form 20-F, filed on April 26, 2016
Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 6-K, filed on September 22, 2016
Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 6-K, filed on November 23, 2016
Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 6-K, filed on September 22, 2016
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 6-K, filed on November 23, 2016
Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 6-K, filed on November 23, 2016
Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on February 7, 2017
Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 6-K. filed on February 21, 2017.
Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 6-K, filed on February 2, 2017.
Incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 6-K, filed on February 7, 2017.
Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 6-K, filed on February 21, 2017.
Incorporated by reference to Exhibit B of the Schedule 13D/A of Family Trading Inc., Sovereign Holdings Inc., Epsilon Holdings Inc., Oscar Shipholding Ltd,
Race Navigation Inc., Tankers Family Inc., and the Lax Trust, filed on March 1, 2017.
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The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign
SIGNATURES
this annual report on its behalf.
Date: March 14, 2017
TOP SHIPS INC.
(Registrant)
By: /s/ Evangelos J. Pistiolis
Evangelos J. Pistiolis
President, Chief Executive Officer, and Director
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TOP SHIPS INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance sheets as of December 31, 2015 and 2016
Consolidated Statements of Comprehensive income/(loss) for the years ended December 31, 2014, 2015 and 2016
Consolidated Statements of Stockholders' equity for the years ended December 31, 2014, 2015 and 2016
Consolidated Statements of Cash flows for the years ended December 31, 2014, 2015 and 2016
Notes to consolidated financial statements
Page
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F-4
F-5
F-6
F-7
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Top Ships Inc.,
Majuro, Republic of the Marshall Islands
We have audited the accompanying consolidated balance sheets of Top Ships Inc. and subsidiaries (the "Company") as of December 31, 2016 and 2015, and the
related consolidated statements of comprehensive income/(loss), stockholders' equity, and cash flows for each of the three years in the period ended December 31,
2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audits provided a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Top Ships Inc. and subsidiaries as of December
31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 14, 2017
F-2
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TOP SHIPS INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2016
(Expressed in thousands of U.S. Dollars - except share and per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Trade accounts receivable
Prepayments and other (Note 8)
Due from related parties
Inventories (Note 9)
Prepaid bareboat charter hire (Note 7)
Restricted cash (Note 10)
Total current assets
FIXED ASSETS:
Advances for vessels acquisitions / under construction (Note 4)
Vessels, net (Note 5)
Other fixed assets, net
Total fixed assets
OTHER NON CURRENT ASSETS:
Prepaid bareboat charter hire (Note 7)
Restricted cash (Note 10 and 7)
Derivative financial instruments (Note 18)
Total non-current assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 10)
Debt from related parties (Note 10)
Due to related parties (Note 6)
Accounts payable
Accrued liabilities
Unearned revenue
Total current liabilities
NON-CURRENT LIABILITIES:
Derivative financial instruments (Note 18)
Non-current portion of long term debt (Note 10)
Total non-current liabilities
COMMITMENTS AND CONTINGENCIES (Note 11)
Total liabilities
December 31, December 31,
2015
2016
2,668
107
435
-
402
1,657
-
5,269
25,098
32,044
1,333
58,475
8,512
1,750
-
10,262
127
19
864
34
583
1,657
1,257
4,541
-
126,170
1,161
127,331
6,935
4,210
300
11,445
74,006
143,317
1,914
3,252
1,575
4,940
5,896
-
7,995
4,085
1,108
1,902
2,965
1,978
17,577
20,033
3,216
19,060
3,563
72,459
22,276
76,022
39,853
96,055
MEZZANINE EQUITY:
Preferred stock; 0 and 2,106 Series B shares issued and outstanding at December 31, 2015 and 2016 with $0.01 par value (Note
21)
-
1,741
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 20,000,000 shares authorized; of which Series B shares were issued (refer to Mezzanine
Equity)(Note 21)
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 2,077,895 and 5,689,141 shares issued and outstanding at
December 31, 2015 and 2016 (Note 12)
Additional paid-in capital (Note 12)
Accumulated deficit
Total stockholders' equity
Total liabilities and stockholders' equity
-
-
21
318,425
(284,293)
57
328,705
(283,241)
34,153
45,521
74,006
143,317
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TOP SHIPS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of U.S. Dollars – except share and per share data)
REVENUES:
Revenues
EXPENSES:
Voyage expenses (Note 15)
Bareboat charter hire expenses (Note 7)
Amortization of prepaid bareboat charter hire (Note 7)
Vessel operating expenses (Note 15)
Vessel depreciation (Note 5)
Management fees-related parties (Note 6)
General and administrative expenses
Other operating loss/ (income) (Note 20)
Impairment on vessel (Note 5)
Operating (loss)/income
OTHER INCOME/(EXPENSES):
Interest and finance costs (including $0, $20 and $509, respectively, to related party) (Note 16)
Gain/(loss) on derivative financial instruments (Note 18)
Interest income
Other, net
Total other income/(expenses), net
Net income/(loss) and comprehensive income/(loss)
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock (Note 2 and 21)
Net income/(loss) attributable to common shareholders
Earnings/(loss) per common share, basic (Note 14)
Earnings/(loss) per common share, diluted (Note 14)
The accompanying notes are an integral part of these consolidated financial statements.
F-4
2014
2015
2016
3,602
13,075
28,433
113
-
-
1,143
757
703
2,335
(861)
-
(588)
(450)
3,866
74
(6)
3,484
2,896
-
2,896
2.23
1.84
370
5,274
1,431
4,789
668
1,621
2,983
274
3,081
(7,416)
(719)
(392)
-
20
736
6,299
1,577
9,913
3,467
1,824
2,906
(3,137)
-
4,848
(3,093)
(698)
-
(5)
(1,091)
(3,796)
(8,507)
-
(8,507)
(4.21)
(4.21)
1,052
(1,403)
(351)
(0.09)
(0.09)
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TOP SHIPS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of U.S. Dollars – except number of shares and per share data)
Common Stock
# of Shares
Par Value
Additional
Paid in
Capital
Accumulated
Deficit
Total
BALANCE, December 31, 2013
Net income and comprehensive income
Stock-based compensation
Issuance of common stock, net
Excess of consideration over acquired assets (Note 1)
Cancellation of fractional shares
BALANCE, December 31, 2014
Net loss and comprehensive loss
Cancellation of shares subject to conditional vesting (Note 6)
Stock-based compensation (Note 13)
BALANCE, December 31, 2015
Net income and comprehensive income
Stock-based compensation (Note 13)
Common shares issued in exchange of assumption of Delos
Termination Fee (Note 19)
Issuance of common stock due to exercise of warrants (Note 12)
Deemed dividend for Series B convertible preferred stock's
beneficial conversion feature (Note 21)
Beneficial conversion feature of Series B convertible preferred
stock (Note 21)
Cancellation of fractional shares due to reverse stock split
BALANCE, December 31, 2016
246,964
-
714
1,649,321
-
(1)
1,896,998
-
(2,103)
183,000
2,077,895
-
68,674
1,355,816
2,186,761
-
-
(5)
5,689,141
F-5
3
-
-
16
-
-
19
-
-
2
21
-
-
14
22
-
-
-
57
293,474
-
-
53,068
(28,246)
-
318,296
-
-
129
318,425
-
239
3,782
6,259
(1,403)
1,403
-
328,705
(278,682)
2,896
-
-
-
-
(275,786)
(8,507)
-
-
(284,293)
1,052
-
-
-
-
-
(283,241)
14,795
2,896
-
53,084
(28,246)
-
42,529
(8,507)
-
131
34,153
1,052
239
3,796
6,281
(1,403)
1,403
-
45,521
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TOP SHIPS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of U.S. Dollars)
Cash Flows from Operating Activities:
Net income/(loss)
Adjustments to reconcile net income/(loss) to net cash
(used in)/provided by operating activities:
Vessel depreciation (Note 5)
Other fixed assets depreciation
Amortization and write off of deferred financing costs
Translation gain of foreign currency denominated loan and unrealized foreign exchange differences
Stock-based compensation expense (Note 6 and 13)
Change in fair value of derivative financial instruments (Note 18)
Loss on sale of other fixed assets
Amortization of prepaid bareboat charter hire (Note 7)
Impairment on vessel (Note 5)
Other operating income
(Increase)/Decrease in:
Trade accounts receivable
Inventories
Prepayments and other
Due from related parties
Increase/(Decrease) in:
Due to related parties
Accounts payable
Other non-current liabilities
Accrued liabilities
Unearned revenue
2014
2015
2016
2,896
(8,507)
1,052
757
120
16
5
-
(4,442)
5
-
-
-
(50)
(324)
(219)
(25)
(445)
(311)
(800)
14
-
668
127
538
-
131
617
-
1,431
3,081
-
(57)
(78)
340
25
110
114
(430)
503
-
3,467
121
163
-
239
682
22
1,577
-
(3,137)
88
(181)
(429)
(34)
14
954
-
128
1,978
Net Cash (used in)/ provided by Operating Activities
(2,803)
(1,387)
6,704
Cash Flows from Investing Activities:
Advances for vessels under construction (Note 4)
Decrease/(increase) in restricted cash
Net proceeds from sale of vessels (Note 5)
Net proceeds from sale of other fixed assets
Acquisition of other fixed assets
Net Cash used in Investing Activities
Cash Flows from Financing Activities:
Proceeds from debt (Note 10)
Net proceeds from related party debt (Note 10)
Principal payments of debt
Prepayment of debt
Prepayment of related party debt (Note 10)
Derivative financial instrument termination payments
Proceeds from follow-on equity offering, net of underwriters fees
Proceeds from warrant exercises
Proceeds from issuance of Series B convertible preferred stock
Equity offering issuance costs
Payment of financing costs
(45,911)
1,575
-
-
(114)
(53,410)
(1,586)
54,152
-
(6)
(73,383)
(3,717)
-
29
-
(44,450)
(850)
(77,071)
20,125
-
(706)
-
-
(1,134)
20,191
-
-
(710)
(219)
24,450
3,850
(500)
(19,419)
(2,250)
-
-
-
-
(237)
(989)
65,385
235
(5,085)
-
-
-
-
5,765
2,001
(87)
(388)
Net Cash provided by Financing Activities
37,547
4,905
67,826
Net (decrease)/ increase in cash and cash equivalents
(9,706)
2,668
(2,541)
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of the year
SUPPLEMENTAL CASH FLOW INFORMATION
9,706
-
-
2,668
2,668
127
Capital expenditures included in Accounts payable/Accrued liabilities
Interest paid net of capitalized interest
Finance fees included in Accounts payable/Accrued liabilities
Follow-on offering, warrant exercise and Series B convertible preferred stock issuance costs included in
liabilities
Shares issued as consideration for acquisition of vessels (Note 1)
Advances to shipyards before acquisition of vessels (Note 1)
Shares issued as consideration for the assumption of liabilities
Beneficial conversion feature of Series B convertible preferred stock (Note 21)
Deemed dividend for beneficial conversion feature of Series B convertible preferred stock (Note 21)
The accompanying notes are an integral part of these consolidated financial statements.
435
284
5
752
40,833
22,087
-
-
-
1,093
189
670
515
-
-
-
-
-
205
2,434
67
792
-
-
3,796
1,403
(1,403)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
1.
Basis of Presentation and General Information:
The accompanying consolidated financial statements include the accounts of Top Ships Inc. (formerly Top Tankers Inc. and Ocean Holdings Inc.) and its wholly
owned subsidiaries (collectively the "Company"). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top
Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of worldwide oil, petroleum products and
chemicals transportation services.
As of December 31, 2016, the Company was the sole owner of all outstanding shares of the following subsidiary companies. The following list is not exhaustive as
the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these consolidated financial
statements.
Companies
Top Tanker Management Inc.
Lyndon International Co.
1
2
Date of
Incorporation
May 2004
October 2013
Country of
Incorporation
Marshall Islands
Marshall Islands
Activity
Management company
Dormant non vessel-owning subsidiary company
Shipowning Companies with vessels in
operations during years ended December
31, 2014, 2015 and 2016
Date of
Incorporation
Country of
Incorporation
Vessel
1 Monte Carlo 71 Shipping Company
June 2014
Marshall Islands
M/T Stenaweco Energy (acquired June 2014), sold
Limited
January 2015
2 Monte Carlo One Shipping Company Ltd
June 2012
Marshall Islands
M/T Stenaweco Evolution (acquired March 2014), sold
3 Monte Carlo Seven Shipping Company
April 2013
Marshall Islands
M/T Stenaweco Excellence (acquired March 2014)
Limited
4 Monte Carlo Lax Shipping Company
May 2013
Marshall Islands
M/T Nord Valiant (acquired March 2014)
Limited
5 Monte Carlo 37 Shipping Company
September 2013
Marshall Islands
M/T Eco Fleet (acquired March 2014)
Limited
6 Monte Carlo 39 Shipping Company
December 2013
Marshall Islands
M/T Eco Revolution (acquired March 2014 )
March 2015
Limited
On June 20, 2014, Monte Carlo 71 Shipping Company Limited, a wholly owned subsidiary of the Company, acquired M/T Stenaweco Energy, from a company
affiliated with the Company's President, Chief Executive Officer and Director, Evangelos J. Pistiolis, as per a Memorandum Of Agreement ("MOA") signed in February
2014. The Company treated the acquisition of the vessel as a purchase of an asset. The vessel at the time of acquisition, was fixed on a time charter with Eships
Tankers Ltd for two years plus one optional year, for a gross daily rate of $16,000 for the first two years and $17,250 for the optional year. The Company estimated
that the rate according to the attached time charter did not significantly differ from prevailing market time charter rates for an equivalent vessel for an equivalent
duration and hence did not recognize the attached time charter as an intangible asset.
M/T Stenaweco Evolution, M/T Stenaweco Excellence, M/T Nord Valiant, M/T Eco Fleet and M/T Eco Revolution (collectively referred to as the "Purchased
Vessels") were purchased on March 19, 2014 via share purchase agreements with their shipowning companies (collectively referred to as the "Selling Shipowning
Companies"), which were affiliated with the Company's President, Chief Executive Officer and Director, Evangelos J. Pistiolis. The Company's President, Chief
Executive Officer and Director, Evangelos J. Pistiolis held the majority of shares in each of the Selling Shipowning Companies. Hence, the Company accounted for the
acquisition of the Purchased Vessels as a transfer of assets between entities under common control and has recognized the Purchased Vessels at their historical
carrying amounts in the accounts of the Selling Shipowning Companies at the date of transfer.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
The amount of the consideration given in excess of the Selling Shipowning Companies' net assets is recognized as a reduction to the Company's capital and
presented as Excess of consideration over acquired assets in the Company's consolidated statements of stockholders' equity for the year ended December 31, 2014.
An analysis of the consideration paid is presented in the table below:
Consideration in 583,321 newly issued common shares
Consideration in cash
Consideration previously advanced for M/T Eco Fleet
Total consideration
Less: Net assets of companies acquired
Excess of consideration over acquired assets
40,833
2,500
7,000
50,333
(22,087)
28,246
As of December 31, 2016, Sovereign Holdings Inc., or Sovereign, Epsilon Holdings Inc., or Epsilon, Oscar Shipholding Ltd, or Oscar Shipholding, Race Navigation
Inc., or Race Navigation Family Trading Inc., or Family Trading and Tankers Family Inc. or Tankers Family, companies that as of December 31, 2016 were wholly-
owned by the Lax Trust, own approximately 46.7% of the Company's outstanding common shares. The Lax Trust is an irrevocable trust established for the benefit of
certain family members of Evangelos J. Pistiolis, our President, Chief Executive Officer and Director and as of December 31, 2016, due to the number of shares it
indirectly holds, through the abovementioned companies, the Lax Trust has the power to exert considerable influence over the Company's actions and accordingly,
can effectively control the outcome of matters on which stockholders are entitled to vote, including the election of the entire board of directors and other significant
corporate actions.
2.
(a)
(b)
(c)
(d)
(e)
Significant Accounting Policies:
Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP") and include the accounts and operating results of Top Ships Inc. and its wholly-owned
subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation.
Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Critical estimates mainly include impairment of vessels, vessel useful lives and residual values and fair values of derivative instruments.
Foreign Currency Translation: The Company's functional currency is the U.S. Dollar because all vessels operate in international shipping markets, and
therefore primarily transact business in U.S. Dollars. The Company's books of account are maintained in U.S. Dollars. Transactions involving other
currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates,
monetary assets and liabilities, which are denominated in other currencies are translated to U.S. Dollars based on the year-end exchange rates and any gains
and losses are included in the statement of comprehensive income.
Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of
three months or less to be cash equivalents.
Restricted Cash: The Company considers amounts that are pledged, blocked, held as cash collateral, required to be maintained with a specific bank or be
maintained by the Company as minimum cash under the terms of a loan agreement, as restricted and these amounts are presented separately on the balance
sheets. In the event original maturities are shorter than twelve months, such deposits are presented as current assets while if original maturities are longer
than twelve months, such deposits are presented as non-current assets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
(f)
(g)
(h)
(i)
(j)
(k)
Trade Accounts Receivable, net: The amount shown as trade accounts receivable, net at each balance sheet date, includes estimated recoveries from
charterers for hire billings, net of a provision for doubtful accounts. At each balance sheet date, all potentially uncollectible accounts are assessed
individually, combined with the application of a historical recoverability ratio, for purposes of determining the appropriate provision for doubtful accounts.
The Company assessed that it had no potentially uncollectible accounts and hence formed no provision for doubtful accounts at December 31, 2015 and
2016 respectively.
Inventories: Inventories consist of lubricants and paints on board the vessels. Inventories may also consist of bunkers when vessels are unemployed or are
operating in the spot market. Inventories are stated at the lower of cost or market value. Cost, which consists of the purchase price, is determined by the first
in, first out method.
Vessel Cost: Vessels are stated at cost, which consists of the contract price, pre-delivery costs and capitalized interest incurred during the construction of
new building vessels, and any material expenses incurred upon acquisition (improvements and delivery costs). Subsequent expenditures for conversions
and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the
vessels. Repairs and maintenance are charged to expense as incurred and are included in Vessel operating expenses in the accompanying consolidated
statements of comprehensive income/(loss).
Impairment of Long-Lived Assets: The Company evaluates the existence of impairment indicators whenever events or changes in circumstances indicate
that the carrying values of the Company's long lived assets are not recoverable. Such indicators of potential impairment include, vessel sales and purchases,
business plans and overall market conditions. If there are indications for impairment present, the Company determines undiscounted projected net operating
cash flows for each vessel and compares it to the vessel's carrying value. If the carrying value of the related vessel exceeds its undiscounted future net cash
flows, the carrying value is reduced to its fair value, and the difference is recognized as an impairment loss.
Vessel Depreciation: Depreciation is calculated using the straight-line method over the estimated useful life of the vessels, after deducting the estimated
salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate, which up until March 31, 2014 was
estimated to be $160 per lightweight ton. Effective April 1, 2014, the Company revised its scrap rate estimate from $160 to $300 per lightweight ton in order to
align the scrap rate estimate with the then historical average scrap prices and to better reflect current market conditions. The change in accounting estimate
was applied prospectively. Management estimates the useful life of the Company's vessels to be 25 years from the date of initial delivery from the shipyard.
Second hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. When regulations place limitations over
the ability of a vessel to trade on a worldwide basis, its useful life is adjusted at the date such regulations are adopted.
Long Lived Assets Held for Sale: The Company classifies vessels as being held for sale when the following criteria are met: (a) management, having the
authority to approve the action, commits to a plan to sell the asset, (b) the asset is available for immediate sale in its present condition subject only to terms
that are usual and customary for sales of such assets, (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset
have been initiated, (d) the sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale, within one year,
(e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, (f) actions required to complete the plan
indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. These vessels are not
depreciated once they meet the criteria to be classified as held for sale.
Long-lived assets previously classified as held for sale that are classified as held and used are revalued at the lower of (a) the carrying amount of the asset
before it was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset been continuously classified
as held and used and (b) the fair value of the asset at the date that the Company decided not to sell the asset.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
(l)
Other Fixed Assets, Net: Other fixed assets, net, consist of furniture, office equipment, cars and leasehold improvements, stated at cost, which consists of
the purchase/contract price less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the
assets as presented below:
Description
Leasehold improvements
Cars
Office equipment
Furniture and fittings
Computer equipment
Useful Life (years)
Until the end of the lease
term (December 2024)
6
5
5
3
(m)
(n)
(o)
(p)
q)
Accounting for Dry-Docking Costs: All dry-docking and special survey costs are expensed in the period incurred.
Financing Costs:. Fees incurred and paid to the lenders for obtaining new loans or refinancing existing ones are recorded as a contra to debt and such fees
are amortized to interest and finance costs over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or
refinanced are expensed when a repayment or refinancing is made and charged to interest and finance costs.
Accounting for Revenue and Expenses: Revenues are generated from time charter arrangements. A time charter is a contract for the use of a vessel for a
specific period of time and a specified daily charter hire rate, which is generally payable monthly in advance. Vessel operating expenses are expensed as
incurred. Unearned revenue represents cash received prior to year-end related to revenue applicable to periods after December 31 of each year.
When vessels are acquired with time charters attached and the rates on such charters are below or above market on the acquisition date, the Company
allocates the total cost between the vessel and the fair value of below market time charter based on the relative fair values of the vessel and the liability or
asset acquired. The fair value of the attached time charter is computed as the present value of the difference between the contractual amount to be received
over the term of the time charter and management's estimates of the market time charter rate at the time of acquisition. The fair value of below or above
market time charter is recognized as an intangible liability or asset respectively and is amortized over the remaining period of the time charter as an increase
or decrease to revenues.
The Company pays commissions to ship brokers associated with arranging the Company's charters. These commissions are recognized over the related
charter period and are included in voyage expenses.
Stock Incentive Plan: All share-based compensation related to the grant of restricted and/or unrestricted shares provided to employees and to non-
employee directors as well as to third party consultants and service providers for their services provided is included in general and administrative expenses
in the consolidated statements of comprehensive income/(loss). The shares that do not contain any future service vesting conditions are considered vested
shares and recognized in full on the grant date. The shares that contain a time-based service vesting condition are considered non-vested shares on the
grant date and recognized on a straight-line basis over the vesting period. The shares granted to employees or directors, vested and non-vested, are
measured at fair value which is equal to the market value of the Company's common stock on the grant date. In addition, unvested awards granted to non-
employees are measured at their then-current fair value as of the financial reporting dates (Note 13).
Earnings / (Loss) per Share: Basic earnings/(loss) per share are computed by dividing net income or loss available to common stockholders by the
weighted average number of common shares deemed outstanding during the year. Diluted earnings/(loss) per share reflect the potential dilution that could
occur if securities or other contracts to issue common stock were exercised. For purposes of calculating diluted earnings per share the denominator of the
diluted earnings per share calculation includes the incremental shares assumed issued under the treasury stock method weighted for the period the non-
vested shares were outstanding. The computation of diluted earnings per share also reflects the potential dilution that could occur if warrants to issue
common stock were exercised, to the extent that they are dilutive, using the treasury stock method, as well as the potential dilution that could occur if
convertible preferred stock were converted, using the if-converted method. Finally net income available to common stockholders is reduced to reflect any
deemed dividends on convertible preferred stock, weighted for the period the convertible preferred shares were outstanding.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
(r)
(s)
(t)
(u)
(v)
Derivatives and Hedging: The Company records every derivative instrument (including certain derivative instruments embedded in other contracts) on the
balance sheet as either an asset or liability measured at its fair value, with changes in the derivatives' fair value recognized in earnings unless specific hedge
accounting criteria are met. The Company has not applied hedge accounting for its derivative instruments during the periods presented.
Financial liabilities: Financial liabilities are classified as either financial liabilities at 'fair value through the profit and loss' ("FVTPL") or 'other financial
liabilities'. Financial instruments classified as FVTPL are recognized at fair value in the balance sheet when the Company has an obligation to perform under
the contractual provisions of those instruments. Financial instruments are classified as liabilities or equity in accordance with the substance of the
contractual arrangement. Changes in the financial instruments are recognized in earnings, except in the cases where these financial instruments fall under the
guidance in ASC 815-40, where they are initially classified in equity and are initially measured at fair value in permanent equity and subsequent changes in
fair value are not subsequently measured. Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at
amortized cost using the effective interest rate method.
Segment Reporting: The Chief Operating Decision Marker ("CODM") receives financial information and evaluates the Company's operations by charter
revenues and not by the length, type of vessel or type of ship employment for its customers (i.e. time or bareboat charters) or by geographical region as the
charterer is free to trade the vessel worldwide and as a result, the disclosure of geographic information is impracticable. The CODM does not use discrete
financial information to evaluate the operating results for each such type of charter or vessel. Although revenue can be identified for these types of charters
or vessels, management cannot and does not identify expenses, profitability or other financial information for these various types of charters or vessels. As
a result, management, including the CODM, reviews operating results solely by revenue per day and operating results of the fleet, and thus the Company
has determined that it operates as one reportable segment.
Leasing: Leases are classified as capital leases if they meet at least one of the following criteria: (i) the leased asset automatically transfers title at the end of
the lease term; (ii) the lease contains a bargain purchase option; (iii) the lease term equals or exceeds 75% of the remaining estimated economic life of the
leased asset; (iv) or the present value of the minimum lease payments equals or exceeds 90% of the excess of fair value of the leased property. If none of the
above criteria is met, the lease is accounted for as an operating lease. Operating lease payments are recognized as an operating expense in the consolidated
statements of comprehensive income/(loss) on a straight-line basis over the lease term. For sale and lease back transactions, when the lease qualifies as an
operating lease and the lease back is considered "more than minor but less than substantially all" i.e. the seller-lessee retains more than a minor part but less
than substantially all of the use of the asset, the resulting gains or losses are deferred and amortized to income over the lease period.
Beneficial conversion feature: The issuance of Series B convertible preferred stock (see Note 21) generated a beneficial conversion feature, which arises
when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception, because the
conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date.
w)
Recent Accounting Pronouncements:
In August 2014, the FASB issued ASU No. 2014-15, which provides guidance about management's responsibility to evaluate whether there is substantial
doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires an entity's management to
evaluate at each reporting period based on the relevant conditions and events that are known at the date of financial statements are issued, whether there
are conditions or events, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial
statements are issued and to disclose the necessary information. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for
annual periods and interim periods thereafter. The Company adopted ASU No. 2015-15 for the financial statements for the fiscal year ended December 31,
2016. The effect of the adoption of this standard is to evaluate the entity's ability to continue as a going concern for a period of twelve months after the date
of the issuance of the financial statements as opposed to current requirement for an evaluation to be performed for twelve months after the balance sheet
date.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
On January 1, 2016, the Company adopted ASU No. 2015-03 Interest – Imputation of Interest which was issued in August 2015 and thus presents deferred
financing costs as a reduction of long-term debt. Accordingly the Company has reduced Deferred charges by $1,324 and has decreased the amount of the
related current and long term debt by $695 and $629, respectively on the consolidated balance sheet as of December 31, 2015.
On May 28, 2014, the FASB issued the ASU No 2014-09 Revenue from Contracts with Customers. ASU 2014-09, as amended, outlines a single
comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition
guidance, including industry-specific guidance. This standard is effective for public entities with reporting periods beginning after December 15, 2017. Early
application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016.
The Company believes that the implementation of this standard will not have a material impact on the financial statements since the revenues are generated
from long term charters and has not elected early adoption.
In July 2015, the FASB issued the ASU 2015-11, simplifying the Measurement of Inventory to simplify the measurement of inventory using first-in, first out
(FIFO) or average cost method. According to this ASU an entity should measure inventory at the lower of cost and net realizable value. Net realizable value
is the estimated selling prices less reasonably predictable costs of completion, disposal and transportation. This update is effective for public entities with
reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company believes that the implementation of this update will not have
any material impact on its financial statements and has not elected the early adoption.
In February 2016, the FASB issued the ASU 2016-02, Leases (Topic 842). The main provision of this ASU is the recognition of lease assets and lease
liabilities by lessees for those leases classified as operating leases. The FASB decided to not fundamentally change lessor accounting. However, some
changes have been made to lessor accounting to conform and align that guidance with the lessee guidance and other areas within U.S. GAAP. The new
leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an
option to use certain transition relief. This update is effective for public entities with reporting periods beginning after December 15, 2018, including interim
periods within those years. Early adoption is permitted. The Company is currently evaluating the effect that these updated standards will have on its
consolidated financial statements and related disclosures.
In March 2016, the FASB issued the ASU No 2016-09, Stock Compensation, which is intended to simplify several aspects of the accounting for share-based
payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year.
The Company believes that the implementation of this update will not have any material impact on its financial statements.
In August 2016, the FASB issued the ASU 2016-15,– classification of certain cash payments and cash receipts. This ASU addresses certain cash flow issues
with the objective of reducing the existing diversity in practice. This update is effective for public entities with reporting periods beginning after
December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. It must be applied
retrospectively to all periods presented but may be applied prospectively from the earliest date practicable, if retrospective application would be
impracticable. The Company believes that the implementation of this update will not have any material impact on its financial statements and has not elected
early adoption.
In November 2016 the FASB issued the Accounting Standard Update ("ASU") 2016-18 – Restricted cash. This ASU requires that a statement of cash flows
explains the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash
equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents
when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. This update is effective for public entities
with reporting periods beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an
interim period. The implementation of this update affects disclosures only and has no impact on the Company's consolidated balance sheets and statements
of comprehensive income/(loss) and has not elected early adoption.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
In January 2017, the Financial Accounting Standards Board ("FASB") issued the ASU 2017-01 Business Combinations to clarify the definition of a business
with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets
or businesses. Under current implementation guidance the existence of an integrated set of acquired activities (inputs and processes that generate outputs)
constitutes an acquisition of business. This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The
screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a
group of similar identifiable assets, the set is not a business. This update is effective for public entities with reporting periods beginning after December 15,
2017, including interim periods within those years. The amendments of this ASU should be applied prospectively on or after the effective date. Early
adoption is permitted, including adoption in an interim period 1) for transactions for which the acquisition date occurs before the issuance date or effective
date of the ASU, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and 2) for
transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the
amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company is
currently evaluating the impact, if any, of the adoption of this new standard.
3.
Going Concern:
At December 31, 2016, the Company had a working capital deficit of $15,492 and for the year ended December 31, 2016 generated a net income before deemed
dividend of $1,052, and generated cash flows from operating activities of $6,704. The Company's cash balance and the revenues that the Company's vessels
are expected to generate are currently not sufficient to cover operating expenses, management fees, charter hire expenses, debt repayments, general
administrative expenses and interest and finance costs for the next twelve months from the filing date of this report. The Company intends to fund its
working capital requirements through operating cash flows as well as via drawdowns, as needed, from its unsecured non revolving credit line with Family
Trading available up to December 31, 2018 (see Note 10 and 22). Furthermore, the Company received net proceeds of $7,475 from the sale of series C
convertible preferred shares on February 14, 2017. These proceeds were used to finance the purchase consideration of a 40% interest in a 50,000 dwt
product/chemical tanker, the M/T Stenaweco Elegance amounting to $6,500 (see Note 22) while the remaining balance will be available for working capital
requirements. Therefore, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
4.
Advances for Vessels Acquisitions / Under Construction:
An analysis of Advances for vessels acquisitions / under construction is as follows:
Balance, December 31, 2014
— Additions
— Transferred to Vessels
Balance, December 31, 2015
— Additions
— Transferred to Vessels
Balance, December 31, 2016
F-13
Advances for
vessels
acquisitions /
under
construction
34,375
54,067
(63,344)
25,098
72,495
(97,593)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
On July 15, 2015 the Company took delivery of M/T Eco Fleet (see Note 5). On January 21, May 20 and August 10, 2016 the Company took delivery of M/T Eco
Revolution, M/T Stenaweco Excellence and M/T Nord Valiant respectively.
5.
Vessels, net:
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
Balance, December 31, 2014
— Transferred from advances for vessels acquisitions / under construction
— Depreciation
— Impairment
— Disposals
Balance, December 31, 2015
— Transferred from advances for vessels acquisitions / under construction
— Depreciation
Balance, December 31, 2016
38,957
63,344
-
(3,081)
(66,628)
32,592
97,593
-
130,185
Net Book Value
38,200
63,344
(668)
(3,081)
(65,751)
32,044
97,593
(3,467)
126,170
(757)
-
(668)
-
877
(548)
-
(3,467)
(4,015)
Vessel Cost
Accumulated
Depreciation
On January 29, 2015 and March 31, 2015, the Company sold and leased-back M/T Stenaweco Energy and M/T Stenaweco Evolution respectively (see Note 7) for an
aggregate sale price of $28,500 per vessel. The M/T Stenaweco Evolution was sold upon its delivery from the Hyundai Mipo Vinashin shipyard. The sale and
leaseback agreements were entered into with non-related parties. Prior to the sale of the M/T Stenaweco Energy, the Company wrote down the vessel to its fair market
value, resulting in an impairment charge of $3,081. The fair value of the impaired vessel was determined based on a market approach, which consisted of quotations
from well-respected brokers regarding vessels with similar characteristics as compared to the Company's vessel.
In 2015 and 2016 the Company took delivery of the following vessels:
Vessel Name
M/T Eco Fleet
M/T Eco Revolution
M/T Stenaweco Excellence
M/T Nord Valiant
Total
Delivery Date
July 15, 2015
January 21, 2016
May 20, 2016
August 10, 2016
Yard
Installments
Capitalized
Expenses
Final Carrying
Amount
31,140
31,400
30,778
30,667
123,985
1,452
1,409
1,475
1,864
6,200
32,592
32,809
32,253
32,531
130,185
Time Charter
BP Shipping Limited
BP Shipping Limited
Stena Weco A/S
Dampskibsselskabet NORDEN
A/S
The Company's vessels have been mortgaged as security under it loan facilities (see Note 10).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
6.
(a)
Transactions with Related Parties:
Central Mare Inc. ("Central Mare") – Letter Agreement and Management Agreements: From July 1, 2010 to March 10, 2014, Central Mare had been
performing all operational, technical and commercial functions relating to the chartering and operation of the Company's vessels, pursuant to a letter
agreement, or the Letter Agreement, concluded between Central Mare, a related party affiliated with the family of the Company's Chief Executive Officer, and
the Company, as well as management agreements concluded between Central Mare and the Company's vessel-owning subsidiaries. Furthermore, the Letter
Agreement provided for the provision of services in connection with compliance with Section 404 of the Sarbanes-Oxley Act of 2002, services rendered in
relation to the Company's maintenance of proper books and records, services in relation to the financial reporting requirements of the Company under SEC
and NASDAQ rules and regulations and information-system related services.
On October 16, 2013, the Letter Agreement was amended and it provided for a fixed monthly fee of $15 for the provision of all the abovementioned services
for the period when the Company did not have any operating vessels.
On March 7, 2014, the Company terminated the Letter Agreement with Central Mare. No penalty was paid in connection with this termination.
(b)
Central Mare– Executive Officers and Other Personnel Agreements: On September 1, 2010, the Company entered into separate agreements with Central
Mare pursuant to which Central Mare provides the Company with its executive officers (Chief Executive Officer, Chief Financial Officer, Chief Technical
Officer and Executive Vice President).
In July 2015 the 2,103 shares granted to the Company's Chief Executive Officer which would vest in the event of change of control, were cancelled.
As of December 31, 2015 the amount due to Central Mare was $14 and as of December 31, 2016 the amount due from Central Mare was $34. These amounts
are presented in Due from/to related parties, on the accompanying consolidated balance sheets.
The fees charged by and expenses relating to Central Mare for the years ended December 31, 2014, 2015 and 2016 are as follows:
Year Ended December 31,
2015
2014
2016
Management fees
Executive officers and other personnel expenses
Amortization of awarded shares*
Total
33
840
-
873
-
-
1,560
1,530
131
1,691
47
1,577
Presented in:
Management fees - related party - Statement of comprehensive
income/(loss)
General
and
comprehensive income/(loss)
Management fees - related parties - Statement of comprehensive
income/(loss)
administrative
- Statement
expenses
of
*As per the Company's equity incentive plan, or the 2015 plan, (see Note 13), the Company incurred an amortization expense of $131 and $47 relating to the vesting of
22,875 shares to Central Mare's nominee, Tankers Family on both June 30, 2015 and June 30, 2016 respectively.
(c)
Central Shipping Monaco SAM ("CSM") – Letter Agreement and Management Agreements: On March 10, 2014, the Company entered into a new letter
agreement, or the New Letter Agreement, with CSM, a related party affiliated with the family of the Company's President, Chief Executive Officer and
Director, Evangelos J. Pistiolis, and on March 10, 2014 and June 18, 2014 the Company entered into management agreements, or Management Agreements,
between CSM and the Company's vessel-owning subsidiaries respectively. The New Letter Agreement can only be terminated subject to an eighteen-month
advance notice, subject to a termination fee equal to twelve months of fees payable under the New Letter Agreement.
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AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
Pursuant to the New Letter Agreement, as well as the Management Agreements concluded between CSM and the Company's vessel-owning subsidiaries,
the Company pays a technical management fee of $572 per day per vessel for the provision of technical, operation, insurance, bunkering and crew
management, commencing three months before the vessel is scheduled to be delivered by the shipyard and a commercial management fee of $312 per day
per vessel, commencing from the date the vessel is delivered from the shipyard. In addition, the Management Agreements provide for payment to CSM of: (i)
$520 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a
commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and
loan financing or refinancing. CSM also performs supervision services for all of the Company's newbuilding vessels while the vessels are under
construction, for which the Company pays CSM the actual cost of the supervision services plus a fee of 7% of such supervision services.
CSM provides, at cost, all accounting, reporting and administrative services. Finally, the New Letter Agreement provides for a performance incentive fee for
the provision of management services to be determined at the discretion of the Company. The Management Agreements have an initial term of five years,
after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the
terms of the Management Agreements, all fees payable to CSM are adjusted annually according to the US Consumer Price Inflation of the previous year.
On December 31, 2015, the Board of Directors granted to CSM a performance incentive fee for the provision of management services throughout 2015
amounting to $600. This performance incentive fee is included in Management fees - related parties in the consolidated statements of comprehensive
income/(loss) for the year ended December 31, 2015. For the year ended December 31, 2014, the performance incentive fee amounted to $400.
As of December 31, 2016 and 2015 the amounts due to CSM were $579 and $1,561 respectively and are presented in Due to related parties, on the
accompanying consolidated balance sheets.
The fees charged by and expenses relating to CSM for the years ended December 31, 2014, 2015 and 2016 are as follows:
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Management fees
Supervision services fees
Superintendent fees
Accounting and reporting cost
Financing fees
Commission for sale and purchase of vessels
Commission on charter hire agreements
Performance incentive fee
Total
Year Ended December 31,
2014
2015
2016
Presented in:
50
166
49
31
18
104
10
40
383
46
140
701
72
66
114
189
-
44
570
161
400
1,297
600
2,657
F-17
Capitalized in Vessels, net / Advances for vessels
acquisitions / under construction –Balance sheet
Management fees - related parties -Statement of
comprehensive income/(loss)
Capitalized in Vessels, net / Advances for vessels
acquisitions / under construction –Balance sheet
Vessel operating expenses -Statement of
comprehensive income/(loss)
Capitalized in Vessels, net / Advances for vessels
acquisitions / under construction –Balance sheet
Management fees - related parties -Statement of
comprehensive income/(loss)
118
1,598
43
104
67
179
- Prepayments and other – Balance sheet
Net in Current and Non-current portions of long-
term debt – Balance sheet
Capitalized in Vessels, net/ Advances for vessels
acquisitions / under construction – Balance sheet
Voyage expenses - Statement of comprehensive
income/(loss)
Management fees - related parties - Statement of
comprehensive income/(loss)
131
-
358
-
2,598
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
For the years ended December 31, 2014, 2015 and 2016, CSM charged the Company newbuilding supervision related pass-through costs amounting to $665,
$1,037 and $618 respectively.
Navis Finance AS. ("Navis") – Sale and Purchase Brokerage Agreement: On October 2, 2014, the Company entered into a sale and leaseback brokerage
agreement with Navis Finance AS, a company in which Per Christian Haukeness, a member of the Company's Board of Directors, was one of the founding
partners and a shareholder until January 2016, when he left Navis and is no longer a shareholder. Pursuant to this agreement, the Company agreed to pay a
brokerage commission of 2% on any vessel sale and leaseback for which Navis Finance AS acted as broker. In connection with the sale and leaseback of
M/T Stenaweco Energy and M/T Stenaweco Evolution in January and March of 2015, respectively, the Company paid to Navis a total of $1,140 in sale and
leaseback brokerage commissions.
Atlantis Ventures Ltd. ("Atlantis") - Unsecured Credit Facility: On January 2, 2015 the Company entered into an unsecured credit facility with Atlantis
Ventures Ltd, a related party affiliated with the family of the Company's President, Chief Executive Officer, and Director, Evangelos Pistiolis, for $2,250 (see
Note 10). The drawdown of the loan took place on January 5, 2015 and it was repaid on January 30, 2015.
Family Trading Inc. ("Family Trading") - Revolving Credit Facility and Assumption of Liabilities: On December 23, 2015 the Company entered into an
agreement for an unsecured revolving credit facility with Family Trading Inc, a related party affiliated with the family of the Company's President, Chief
Executive Officer and Director Evangelos J. Pistiolis, for up to $15,000 to be used to fund the Company's newbuilding program and working capital relating to
the Company's operating vessels (see Note 10). On the same day, Family Trading agreed to assume the outstanding balance of the Delos Termination Fee
(see Note 19) amounting to $3,796 that was immediately due, for a consideration of 1,355,816 of the Company's common shares. The shares were issued on
January 12, 2016, when the owner of M/T Delos approved the reassignment of the Delos termination fee. This transaction was approved by a special
committee of the independent directors of the Company. As of December 31, 2016 the amount due to Family Trading was $529, representing $306 of interest
payable and $223 of commitment fees payable and is presented in Due to related parties, on the accompanying consolidated balance sheets.
Leases
Lease arrangements, under which the Company acts as the lessee
(d)
(e)
(f)
7.
A.
Bareboat Chartered-in Vessels:
On January 29, 2015 and March 31, 2015, the Company sold and leased back M/T Stenaweco Energy and M/T Stenaweco Evolution respectively (refer to Note 5). The
vessels were chartered back on a bareboat basis for 7 years at a bareboat hire of $8,586 per day and $8,625 per day respectively. In addition, the Company has the
option to buy back each vessel from the end of year 3 up to the end of year 7 at purchase prices stipulated in the bareboat agreement depending on when the option
is exercised.
The abovementioned sale and leaseback transactions contain, customary covenants and event of default clauses, including cross-default provisions and restrictive
covenants and performance requirements. The Company must maintain a consolidated leverage ratio of not more than 75% and maintain minimum free liquidity of
$750 per vessel owned and $500 per bareboat chartered-in vessel at all times which is certified quarterly. As of December 31, 2016, the Company is in compliance with
the consolidated leverage ratio and the minimum free liquidity covenants.
As of December 31, 2016, cash and cash equivalents amounted to $5,594 of which an amount of $4,000 is presented as restricted cash due to the abovementioned
minimum liquidity covenant.
The Company has treated the sale and leaseback of the abovementioned vessels as an operating lease. Losses from the sale of these two vessels amounted to
$11,600 which are amortized over the duration of the leases. The amortization for the year is presented under "Amortization of prepaid bareboat charter hire" in the
accompanying statement of consolidated income/(loss) and amounted to $1,431 and $1,577 for the years ended December 31, 2015 and 2016 respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
As at December 31, 2016, the outstanding balance of the Prepaid bareboat charter hire was $8,592, presented in the accompanying consolidated balance sheets as
follows:
Current portion of Prepaid bareboat charter hire
Non-current portion of Prepaid bareboat charter hire
Total
Future minimum lease payments:
1,657
6,935
8,592
The Company's future minimum lease payments required to be made after December 31, 2016, relating to bareboat chartered-in vessels M/T Stenaweco Energy and
M/T Stenaweco Evolution are as follows:
Year ending December 31,
2017
2018
2019
2020
2021
2022
Total
Bareboat
Charter Lease
Payments
6,282
6,282
6,282
6,299
6,282
1,034
32,461
B.
Lease arrangements, under which the Company acts as the lessor
Charter agreements:
In 2016, the Company operated all of its vessels under time charters with Stena Weco A/S (M/T Stenaweco Energy, M/T Stenaweco Evolution and M/T Stenaweco
Excellence), BP Shipping (M/T Eco Fleet and M/T Eco Revolution) and Dampskibsselskabet NORDEN A/S (M/T Nord Valiant). Future minimum time-charter receipts
(excluding any off hire days, scheduled maintenance days and excluding commissions), based on the vessels commitments to these non-cancellable time charter
contracts, as of December 31, 2016, are as follows:
Year ending December 31,
2017
2018
2019
2020
2021
Total
8.
Prepayments and other:
The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:
Prepaid expenses
Guarantees
Advances to various creditors
Other receivables
Total
F-19
Time Charter
receipts
33,991
32,048
20,821
8,626
3,814
99,300
December 31,
2015
December 31,
2016
305
110
20
-
435
670
15
63
116
864
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
9.
Inventories:
The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:
Lubricants
Consumable stores
Total
10.
Debt:
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
Bank / Vessel(s)
ABN
M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant
NORD/LB
M/T Stenaweco Excellence
Total senior secured debt
Less deferred finance fees
Total senior secured debt net of deferred finance fees
Out of which:
Current portion of long term debt
Long term debt
Loans From Related Parties
Family Trading
Less deferred finance fees
Total Loans From Related Parties
Total Debt
Alpha Bank Facility
December 31,
2015
December 31,
2016
381
21
402
542
41
583
December 31, December 31,
2015
2016
21,700
59,838
-
21,700
(726)
20,974
1,914
19,060
3,850
(598)
3,252
22,162
82,000
(1,546)
80,454
7,995
72,459
4,085
-
4,085
24,226
84,539
On June 19, 2014, the Company entered into a credit facility with Alpha Bank of Greece for $20,125 ("the Alpha Bank facility") for the financing of the vessel M/T
Stenaweco Energy. On January 29, 2015, the Alpha Bank facility was fully repaid with the proceeds from the sale and leaseback of the M/T Stenaweco Energy and an
amount of $208 of related deferred financing fees was written-off and included in Interest and finance costs in the accompanying consolidated statements of
comprehensive income/(loss).
Atlantis Ventures Facility
On January 2, 2015, the Company entered into an unsecured credit facility with Atlantis Ventures Ltd ("the Atlantis Ventures facility"), a related party affiliated with
the family of the Company's President, Chief Executive Officer and Director, for $2,250 that was used to pay the penultimate shipyard installment for M/T Stenaweco
Evolution. The Company had undertaken to repay the loan within 12 months of its receipt. The drawdown of the loan took place on January 5, 2015 and it was repaid
on January 30, 2015. The loan bore interest at a rate of 8% per annum, with the first six months being interest-free.
F-20
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
ABN Amro Facility
On July 9, 2015, the Company entered into a credit facility with ABN Amro Bank of Holland for $42,000 ("the ABN Amro facility") for the financing of the vessels M/T
Eco Fleet and M/T Eco Revolution ($21,000 per financed vessel). This facility was amended on September 28, 2015 and was increased to $44,400 ($22,200 per vessel),
with all other terms remaining the same except for the margin which was increased by 0.15%. The credit facility is repayable in 4 consecutive quarterly installments of
$500, 4 consecutive quarterly installments of $512.5, 4 consecutive quarterly installments of $525 and 12 consecutive quarterly installments of $387.5 for each of the
financed vessels, commencing on October 13, 2015 for M/T Eco Fleet and on April 15, 2016 for M/T Eco Revolution plus a balloon installment of $11,400 for each of
the financed vessels, payable together with the last installment in July 2021 and in January 2022, respectively. On August 1, 2016, the Company amended the ABN
Facility to increase the borrowing limit to $64,400 and added another tranche to the loan, "Tranche C", which is secured by vessel M/T Nord Valiant. Tranche C is
repayable in 12 consecutive quarterly installments of $550 each and 12 consecutive quarterly installments of $363 each, commencing on November 2016, plus a
balloon installment of $9,050 payable together with the last installment in August 2022. Apart from the inclusion of M/T Nord Valiant as a collateralized vessel and the
reduction of the margin to 3.75% (applicable only to Tranche C), no other material changes were made to the ABN Facility.
The Company drew down $21,000 under the ABN Amro facility on July 13, 2015 to finance the last shipyard installment of M/T Eco Fleet and another $1,200 on
September 30, 2015. Furthermore, the Company drew down $22,200 under the ABN facility on January 15, 2016 to finance the last shipyard installment of M/T Eco
Revolution. Finally, on August 5, 2016 the Company drew down $20,000 under the Tranche C of the ABN facility to partly finance the last shipyard installments of
M/T Nord Valiant.
The facility contains various covenants, including (i) an asset cover ratio of 130%, (ii) a ratio of total net debt to the aggregate market value of the Company's fleet,
current or future, of no more than 75% and (iii) minimum free liquidity of $750 per collateralized vessel. Additionally, the facility contains restrictions on the
shipowning company incurring further indebtedness or guarantees. It also restricts the shipowning company from paying dividends if such a payment would result
in an event of default or in a breach of covenants under the loan agreement. As of December 31, 2016, the Company is in compliance with the facility's covenants.
The facility is secured as follows:
ö
ö
ö
ö
ö
ö
First priority mortgage over M/T Eco Fleet, M/T Eco Revolution and M/T Nord Valiant;
Assignment of insurance and earnings of the mortgaged vessels;
Specific assignment of any time charters with duration of more than 12 months;
Corporate guarantee of Top Ships Inc.;
Pledge of the shares of the shipowning subsidiaries;
Pledge over the earnings account of the vessels.
The ABN Amro facility bears interest at LIBOR plus a margin of 3.90%, except for the Tranche C part of the facility that bears interest at LIBOR plus a margin of
3.75%. The applicable one-month LIBOR as of December 31, 2016 was 0.88%.
NORD/LB Facility
On May 11, 2016, the Company entered into a credit facility with NORD/LB Bank of Germany for $23,185 ("the NORD/LB facility") for the financing of the vessel M/T
Stenaweco Excellence. The credit facility is repayable in 12 consecutive quarterly installments of $511 and 16 consecutive quarterly installments of $473, commencing
in August 2016, plus a balloon installment of $9,480 payable together with the last installment in May 2023.
The Company drew down $23,185 under the NORD/LB facility on May 13, 2016 to finance the last shipyard installment of the M/T Stenaweco Excellence.
The facility contains various covenants, including (i) an asset cover ratio of 125% for the first three years and 143% thereafter, (ii) a ratio of total net debt to the
aggregate market value of the Company's fleet, current or future, of no more than 75% and (iii) minimum free liquidity of $750 per collateralized vessel and $500 per
bareboated chartered-in vessel. Additionally, the facility contains restrictions on the shipowning company incurring further indebtedness or guarantees. It also
restricts the shipowning company from paying dividends if such a payment would result in an event of default or in a breach of covenants under the loan agreement.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
The facility is secured as follows:
ö
ö
ö
ö
ö
ö
First priority mortgage over M/T Stenaweco Excellence;
Assignment of insurance and earnings of the mortgaged vessel;
Specific assignment of any time charters with duration of more than 12 months;
Corporate guarantee of Top Ships Inc.;
Pledge of the shares of the shipowning subsidiary;
Pledge over the earnings account of the vessel.
The NORD/LB facility bears interest at LIBOR plus a margin of 3.43%. The applicable three-month LIBOR as of December 31, 2016 was 0.91%.
Family Trading Facility
On December 23, 2015 the Company entered into an unsecured revolving credit facility with Family Trading ("the Family Trading facility"), a related party owned by
the Lax Trust, for up to $15,000 to be used to fund the Company's newbuilding program and working capital relating to the Company's operating vessels. This facility
was repayable in cash no later than December 31, 2016, but the Company had the option to extend the facility's repayment up to December 31, 2017. On December 28,
2016 the maturity of the Family Trading loan was extended to January 31, 2017 and on January 27, 2017 the maturity of the Family Trading loan was extended to
February 28, 2017 with all terms remaining the same. As of December 31, 2016, the undrawn portion of the Family Trading Facility was $10,915.By February 21, 2017,
the amount due to Family Trading had been reduced to $54 on which date the Family Trading facility was amended and further extended up to December 31, 2018 with
a remaining available undrawn credit line of $14,946. The facility bore a fixed interest of 9% which was adjusted to 10% (see Note 22).
The Company drew down and repaid the following amounts:
Date
December 2015
March 2016
May 2016
June 2016
July 2016
August 2016
September 2016
November 2016
December 2016
Total
Amount drawn /
(repaid)
3,850
1,500
600
1,100
(1,100)
3,300
(1,750)
(4,365)
950
4,085
Related party interest expense for the year ended December 31, 2015 and 2016 incurred in connection with this credit facility, amounted to $4 and $302 respectively
and is included in interest and finance costs in the accompanying consolidated statements of comprehensive income/(loss) Related party commitment fees for the
year ended December 31, 2015 and 2016 incurred in connection with this credit facility, amounted to $16 and $207 respectively and is included in interest and finance
costs in the accompanying consolidated statements of comprehensive income/(loss).
F-22
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
Scheduled Principal Repayments: The Company's annual principal payments required to be made after December 31, 2016 on its loan obligations, are as follows
(assuming that the Company will not draw any additional funds under the Family Trading facility):
Years
December 31, 2017
December 31, 2018
December 31, 2019
December 31, 2020
December 31, 2021
December 31, 2022 and thereafter
Total
12,431
8,296
7,219
6,442
17,455
34,243
86,086
Financing Costs: The net additions in deferred financing costs amounted to $1,579 and $812 during the years ended December 31, 2015 and 2016 respectively. For
2015, the respective amount relates to arrangement fees of $1,148, financing fees of $44, commitment fees of $328 and $59 of legal expenses relating to the ABN Amro,
Family Trading and Atlantis Ventures facilities. For 2016, the respective amount relates to $533 of arrangement fees, $131 of financing fees paid to CSM as per the
provisions of the New Letter Agreement between the latter and the Company (see Note 6) , $111 of legal fees and $37 of commitment fees, all relating to the ABN
Amro and NORD/LB facilities.
11.
Commitments and Contingencies:
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business.
In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company's vessels.
Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the
accompanying consolidated financial statements.
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the
probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be
established in the accompanying consolidated financial statements.
12.
Common and Preferred Stock, Additional Paid-In Capital and Dividends:
Reverse stock split: On April 21, 2014, the Company effected a 1-for-7 reverse stock split of its common stock. There was no change in the number of authorized
common shares of the Company. Furthermore, on February 22, 2016, the Company effected a 1-for-10 reverse stock split of its common stock. There was no change in
the number of authorized common shares of the Company. All share and per share amounts, as well as warrant shares eligible for purchase under the Company's
warrants, in these financial statements have been retroactively adjusted to reflect these reverse stock splits. As a result of the reverse stock split, the number of
outstanding shares as of February 22, 2016 was decreased to 3,433,711 while the par value of the Company's common shares remained unchanged at $0.01 per share.
Share and per share amounts for all periods presented within these consolidated financial statements, have been retroactively adjusted to reflect the reverse stock
split. As a result of the reverse stock split, the number of shares that the holders of the Company's warrants relating to the follow-on offering of June 2014 could
purchase was reduced to 4,743,700 and the exercise price of these warrants was decreased to $2.80 (also affected from the Family Trading transaction – see below).
Also as a consequence of the reverse stock split, the number of shares that can be purchased under the warrants that the Company's granted to AEGIS Capital Corp
("AEGIS") was reduced to 30,000 and the exercise price of these warrants was increased to $25.00.
Issuance of common stock as per the 2015 stock incentive plan: On April 15, 2015, the Company granted 183,000 shares to a company nominated by Central Mare,
Tankers Family Inc., a related party, owned by the Lax Trust. The shares will vest equally over a period of eight years from the date of grant (see Note 13).
F-23
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
Issuance of common stock for the purchase of newbuilding vessels: On March 19, 2014, pursuant to four separate share purchase agreements for the purchase of
five of the Company's newbuilding vessels, the Company issued 583,321 newly-issued common shares.
Issuance of common stock and warrants as part of the follow-on offering: On June 6, 2014, the Company priced an underwritten public offering of 1,000,000 shares
of common stock, and 5,000,000 warrants, at $20.00 per common share and $0.00001 per warrant. The warrants had an exercise price of $25.00 per share, were
exercisable immediately, and expire five years from the date of issuance. At that time, each warrant granted the warrant holder the option to purchase 0.10 of a
common share of the Company, at an exercise price of $25.00 per share, exercisable immediately, at any time within five years from the date of issuance (American
style option). The Company granted the underwriters a 45-day option to purchase up to an additional 150,000 common shares and/or 750,000 warrants to cover over-
allotments if any, of which the underwriters purchased 330,000 warrants (on June 11, 2014) and 66,000 shares (on June 18, 2014). The gross proceeds from this
offering, before deducting the underwriting discount and other offering expenses payable by us, were $21,320, of which $6,477 was allocated to the warrant liability,
based on the fair value of the warrants (see Note 18) and the remainder was allocated to equity.
As a result of a round-down provision embedded in the warrants, on December 24, 2015 in connection with the Family Trading transaction (see Note 6), the exercise
price of the warrants decreased to $2.80 (from $25.00 originally) and the ratio of warrants to warrant shares changed from 0.10 to 0.89 shares per warrant. Furthermore
again as a result of a round-down provision embedded in the warrants, on November 22, 2016 in connection with the Yorkville transaction (see below), a warrant
holder became was able to choose a variable price formula ("Variable Exercise Price") that is the conversion formula of the Series B convertible preferred stock issued
pursuant to the Yorkville transaction to determine the exercise price of the warrants, namely 85% of the lowest daily volume weighted adjusted price ("VWAP") of the
Company's common shares over the 10 consecutive trading days expiring on the trading day immediately prior to the date of delivery of an exercise notice (but in no
event the exercise price will be less than $1.00). By applying the Variable Exercise Price, the exercise price of these warrants on December 31, 2016 was $1.97 and the
number of warrant shares outstanding was 3,381,791 (see Note 18).
Issuance of warrants as part of the underwriting agreement: On June 6, 2014, the Company entered into an underwriting agreement in connection with the
Company's follow-on offering with AEGIS, an unaffiliated party. Pursuant to this agreement the Company granted to AEGIS 300,000 warrants. Each warrant grants
AEGIS the option to purchase one tenth of a common share of the Company, at an exercise price of $25.00 (per share), which is exercisable at any time (American style
option) from June 6, 2015 onwards and expires five years from the grant date.
Warrants:
i).Warrants relating to the follow-on offering
As of the issuance date the fair value of the 5,000,000 warrants issued on June 6, 2014 and the 330,000 warrants issued on June 11, 2014, was estimated at $1.22 per
warrant (or $1.55 without accounting for dilution effect), using the Cox, Ross and Rubinstein Binomial methodology. The assumptions used to initially calculate the
fair value of the warrants were as follows:
a. Underlying stock price of $20.00 being the follow-on share price on June 6, 2014 for the 5,000,000 warrants and $18.50 being the share price on June 11, 2014 for the
330,000 warrants
b. Exercise price of $25.00 based upon the warrant agreement
c. Volatility of 90.49% based upon historical data
d. Time to expiration of 5 years based upon the warrant agreement
e. Risk-free interest rate based on the treasury securities with a similar term
f. No dividends
The warrants issued in connection with the Company's follow-on offering provide for physical settlement requiring the Company to deliver shares to the holder of the
warrants in exchange of cash. However the warrants provide for a series of round down protection features (see below) that in accordance with ASC 815-40 led to
their classification as a liability since the settlement amount of the warrants may not equal the difference between the fair value of a fixed number of the Company
shares and a fixed strike price. As a result, the fair value of the warrants is classified as a derivative liability and subsequent changes in fair value are recognized in the
consolidated statements of comprehensive income/(loss).
F-24
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
The Company's valuation has taken into account the round down measures embedded in the warrant agreement. These measures provide for a downward adjustment
of the exercise price of each warrant in the following cases:
ö
ö
ö
ö
Issuance of common shares: if the Company issues, sells or is deemed to have issued or sold any common shares for a consideration per share less
than the exercise price of the warrants then the latter shall be reduced to match the reduced consideration per share.
Issuance of options or convertible securities: if the Company issues or sells any options at a strike price that is lower than the exercise price of the
warrants then the latter will be reduced to match the strike price of the options. If the Company issues convertibles that end up converting at a price
per share that is lower than the exercise price of the warrants then the latter will be reduced to match the conversion price per share.
Holder's right of alternative exercise price following issuance of certain options or convertible securities: if the Company issues or sells any options
or convertible securities that are convertible into or exchangeable or exercisable for common shares at a price which varies or may vary with the
market price of the common shares (Variable Price), the warrant holder shall have the right, but not the obligation, to substitute the Variable Price for
the exercise price of the warrants.
Other events: if the Company takes any action that results in the dilution of the warrant holder not covered by the abovementioned round down
protection measures (including, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the
Company shall determine and implement an appropriate adjustment in the exercise price so as to protect the rights of the warrant holder.
The effect of the round-down protection measures on the value of the warrants was to increase their value by $0.21 per warrant (or $0.17 accounting for dilution
effect).
As of December 31, 2016 the Company has 2,673,406 warrants outstanding relating to the follow-on offering of June 6, 2014, which entitle their holders to purchase
3,381,791 of the Company's common shares (as of December 31, 2016, by applying the Variable Exercise Price). In the year ended December 31, 2016 the Company
issued 2,186,761 common shares upon the exercise of 2,656,594 of the abovementioned warrants. In the years ended December 31, 2014 and 2015 none of these
warrants were exercised.
ii). Warrants granted to the Underwriter
The fair value of the warrants granted on June 6, 2014 (warrants to purchase 30,000 shares) to AEGIS, was estimated at $1.34 per warrant (or $1.36 without accounting
for dilution effect), using the Cox, Ross and Rubinstein Binominal methodology. The assumptions used to initially calculate the fair value of the warrants were as
follows:
a. Underlying stock price of $20.00 being the share price on June 6, 2014
b. Exercise price of $25.00 based upon the warrant agreement
c. Volatility of 92.82% based upon historical data
d. Time to expiration of 4 years based upon the warrant agreement
e. Risk-free interest rate based on the treasury securities with a similar term
f. No dividends
The warrants issued as part of the underwriting agreement provide for physical settlement requiring the Company to deliver shares to the holder of the warrants in
exchange of cash. As a result, these warrants are initially classified in permanent equity at fair value without any subsequent re-measurement.
Additionally the Company has 300,000 warrants outstanding that were granted to AEGIS, which entitle their holders to purchase 30,000 of the Company's common
shares. None of these warrants have been exercised.
F-25
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
Dividends:
No dividends were paid in the years ended December 31, 2014, 2015 and 2016.
13.
Stock Incentive Plan:
On April 15, 2015, the Company's Board of Directors adopted the 2015 Stock Incentive Plan, or the 2015 Plan, under which the Company's directors, officers, key
employees, consultants and service providers to the Company may be granted non-qualified stock options, stock appreciation rights, restricted stock, restricted
stock units, dividend equivalents, unrestricted stock and other-equity based-related awards. A total of 190,000 common shares were reserved for issuance under the
2015 Plan, which is administered by the Compensation Committee of the Board of Directors.
On April 15, 2015, the Company granted and issued 183,000 restricted shares to a nominee of Central Mare (Tankers Family Inc), a related party owned by the Lax
Trust, under the 2015 Plan. The shares will vest equally over a period of eight years from the date of grant. The fair value of each share on the grant date was $10.90.
On February 25, 2016, the Company granted and issued 68,674 restricted common shares to Sovereign Holdings Inc, a company owned by the Lax Trust. The fair
value of the Company's share price at the time of the grant was $2.80. The Company recognized an expense of $192 pursuant to this grant. This expense has been
included in General and administrative expenses in the consolidated statements of comprehensive income for the year ended December 31, 2016.
A summary of the status of the Company's non-vested shares relating to the 2015 Plan as of December 31, 2016 and movement during the years ended December 31,
2015 and 2016, is presented below:
As of December 31, 2014
Granted shares on April 15, 2015
Vested shares on June 30, 2015
As of December 31, 2015
Vested shares on June 30, 2016
As of December 31, 2016
Non-vested
Shares
Fair value
-
183,000 $
(22,875) $
160,125 $
(22,875) $
137,250 $
-
10.90
10.30
3.20
1.69
2.25
For the years ended December 31, 2014, 2015, and 2016 the equity compensation expense that has been charged in the consolidated statements of comprehensive
income was $0, $131 and $47 for the Non-Employee awards, respectively. This expense has been included in Management fees-related parties in the consolidated
statements of comprehensive income for each respective year. As of December 31, 2016 the total compensation cost related to non vested awards is $234 (assuming
that all future share vestings under the 2015 plan would be effected at the Company's closing stock price on December 31, 2016, i.e. at $2.25 per share, here used as an
estimate of the Company's future stock price on the respective future vesting dates) and is expected to be recognized over a weighted average period of 5.5 years.
The Company uses the straight-line method to recognize the cost of the awards.
14.
Earnings/(Loss) Per Common Share:
All shares issued (including non-vested shares issued under the Company's stock incentive plans) are the Company's common stock and have equal rights to vote
and participate in dividends and in undistributed earnings. Non-vested shares do not have a contractual obligation to share in the losses. Dividends declared during
the period for non-vested common stock as well as undistributed earnings allocated to non-vested stock are deducted from net income attributable to common
shareholders for the purpose of the computation of basic earnings per share in accordance with two-class method as required by relevant guidance.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
For purposes of calculating diluted earnings per share the denominator of the diluted earnings per share calculation includes:
ö
ö
ö
ö
any incremental shares assumed issued under the treasury stock method weighted for the period the non-vested shares were outstanding,
the potential dilution that could occur if warrants to issue common stock (see Note 12) were exercised, to the extent that they are dilutive, using the
treasury stock method,
the potential dilution that could occur if Series B convertible preferred shares were converted (see Note 21), using the if-converted method
weighted for the period the Series B convertible preferred shares were outstanding, and
any shares granted and vested but not issued up to the reporting date.
The components of the calculation of basic and diluted earnings per share for the years ended December 2014, 2015 and 2016 are as follows:
Income:
Net income/(loss)
Less: Deemed dividend for beneficial conversion feature of Series B convertible preferred stock
Net income/(loss) attributable to common shareholders
Earnings per share:
Weighted average common shares outstanding, basic
Effect of dilutive securities:
Warrants
Series B convertible preferred stock
Weighted average common shares outstanding, diluted
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
2014
Year Ended December 31,
2015
2016
2,896
-
2,896
(8,507)
-
(8,507)
1,052
(1,403)
(351)
1,295,811
2,019,235
4,028,101
278,533
-
1,574,344
2.23
1.84
-
-
2,019,235
(4.21)
(4.21)
-
-
4,028,101
(0.09)
(0.09)
The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was
antidilutive even though the exercise price could be less than the average market price of the common shares.
Warrants
Series B convertible preferred stock
Non- Vested shares
Potentially dilutive securities
2014
Year Ended December 31,
2015
-
-
2,103
2,103
-
-
2016
1,041,337
102,310
-
1,143,647
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
15.
Voyage and Vessel Operating Expenses:
The amounts in the accompanying consolidated statements of comprehensive income/(loss) are as follows:
Voyage Expenses
Port charges
Bunkers
Commissions
Total
Vessel Operating Expenses
Crew wages and related costs
Insurance
Repairs and maintenance
Spares and consumable stores
Registration and tonnage taxes (Note 17)
Total
16.
Interest and Finance Costs:
2014
Year Ended December 31,
2015
2016
15
-
98
113
27
27
316
370
-
20
716
736
2014
Year Ended December 31,
2015
2016
744
52
106
247
(6)
1,143
3,090
268
297
1,109
25
4,789
6,885
542
520
1,923
43
9,913
The amounts in the accompanying consolidated statements of comprehensive income/(loss) are analyzed as follows (expressed in thousands of U.S. Dollars):
Interest and Finance Costs
Gross interest on debt (including $0, $4 and $302, respectively, to related party) (Note 10)
Delos termination fee interest (Note 19)
Bank charges and loan commitment fees (including $0, $16 and $207, respectively, to related party)
Amortization and write-off of financing fees
Total
Less interest capitalized
Total
2014
Year Ended December 31,
2015
2016
498
116
28
16
658
(208)
450
503
101
26
538
1,168
(449)
719
3,208
3
262
291
3,764
(671)
3,093
17.
Income Taxes:
Marshall Islands, Cyprus and Liberia do not impose a tax on international shipping income. Under the laws of Marshall Islands, Cyprus and Liberia, the countries of
the companies' incorporation and vessels' registration, the companies are subject to registration and tonnage taxes, which have been included in Vessel operating
expenses in the accompanying consolidated statements of comprehensive income/(loss).
The Company and its subsidiaries were not subject to United States federal income taxation in respect of income that is derived from the international operation of
ships and the performance of services directly related as they qualified for the exemption of Section 883 of the Internal Revenue Code of 1986, as amended.
F-28
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
18.
Financial Instruments:
The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, prepaid expenses and other receivables. The principal financial
liabilities of the Company consist of short and long term loans, related party loans (see Note 10), accounts payable due to suppliers, amounts due from/to related
parties, accrued liabilities, interest rate swaps and warrants granted to third parties (see Note 12).
(a)
(b)
Interest rate risk: The Company is subject to market risks relating to changes in interest rates relating to debt outstanding under the loan facilities with ABN
Amro Bank and NORD/LB Bank on which it pays interest based on LIBOR plus a margin. In order to manage part or whole of its exposure to changes in
interest rates due to this floating rate indebtedness, the Company has entered into three interest rate swap agreements with ABN Amro Bank and might
enter into more interest rate swap agreements in the future.
Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The
Company places its temporary cash investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs
periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary cash investments.
(c)
Fair value measurements:.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its
creditworthiness when determining the fair value of the credit facilities.
The fair value of bank debt approximates the recorded value due to its variable interest rate, being the LIBOR. LIBOR rates are observable at commonly quoted
intervals for the full term of the loans and, hence, bank loans are considered Level 2 items in accordance with the fair value hierarchy.
The fair value of interest rate swaps is determined using a discounted cash flow method taking into account current and future interest rates and the creditworthiness
of both the financial instrument counterparty and the Company and, hence, they are considered Level 2 items in accordance with the fair value hierarchy.
The fair value of warrants is determined using the Cox, Ross and Rubinstein Binomial methodology and hence are considered Level 3 items in accordance with the fair
value hierarchy.
The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used
to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance
requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
Level 3: Unobservable inputs that are not corroborated by market data.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
Interest rate swap agreements
The Company has entered into interest rate swap transactions to manage interest costs and the risk associated with changing interest rates with respect to its
variable interest rate credit facilities. These interest rate swap transactions fixed the interest rates based on predetermined ranges in LIBOR rates. In 2016 the
Company entered into the following agreements with ABN Amro Bank relating to interest rate swaps ("the ABN Swaps"), the details of which were as follows:
Agreement Date
June 3, 2016
December 19, 2016
December 19, 2016
Counterparty
ABN Amro Bank
ABN Amro Bank
ABN Amro Bank
Effective (start) date:
Termination Date:
April 13, 2018
December 21, 2016
December 21, 2016
Ju1y 13, 2021
January 13, 2022
August 10, 2022
Notional amount
on effective date
$16,575
$20,700
$19,450
Interest rate payable
1.4425%
2.0800%
2.1250%
The fair value of the swaps was considered by the Company to be classified as Level 2 in the fair value hierarchy since their value was being derived by observable
market based inputs. The Company will pay a fixed rate and will receive a floating rate for the ABN Swaps. The fair values of these derivatives determined through
Level 2 of the fair value hierarchy were derived principally from, or corroborated by, observable market data. Inputs included quoted prices for similar assets, liabilities
(risk adjusted) and market-corroborated inputs, such as market comparables, interest rates, yield curves and other items that allowed values to be determined.
Warrant liability
The Company's derivatives outstanding as of December 31, 2015 and 2016, are recorded at their fair values. As of December 31, 2016 the Company's derivatives
consisted of 3,381,791 warrant shares outstanding, issued in connection with the Company's follow-on offering that closed on June 11, 2014 (see Note 12), as
depicted in the following table:
Warrants Outstanding
December 31, 2015
5,330,000
Warrants Outstanding
December 31, 2016
2,673,406
* Applying the Variable Exercise Price
Fair value of financial liabilities
Warrant Shares Outstanding
December 31, 2015
4,743,700
Term Warrant Exercise Price
5 years
$2.80
Fair Value – Liability
December 31, 2015
3,216
Warrant Shares Outstanding
December 31, 2016
3,381,791
Term
5 years
Warrant Exercise
Price*
$1.97
Fair Value – Liability
December 31, 2016
3,222
The following table presents the fair value of those financial assets and liabilities measured at fair value on a recurring basis and their locations on the accompanying
consolidated balance sheets, analyzed by fair value measurement hierarchy level as of December 31, 2015 and 2016 respectively:
As of December 31, 2015 (non-current liability)
As of December 31, 2016 (non-current asset)
As of December 31, 2016 (non-current liability)
Fair Value Measurement at Reporting Date
Using Quoted
Prices in
Active Markets
for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Other
Unobservable
Inputs
(Level 3)
-
-
-
-
300
341
3,216
-
3,222
Total
3,216
300
3,563
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
The following table sets forth a summary of changes in fair value of the Company's level 3 fair value measurements for the years ended December 31, 2015 and 2016:
Closing balance – December 31, 2014
Change in fair value of warrants, included in the consolidated statements of comprehensive income/(loss)
Closing balance – December 31, 2015
Change in fair value of warrants, included in the consolidated statements of comprehensive income/(loss)
Adjustment for cashless exercise of warrants, included in Additional paid-in capital line item of consolidated balance sheets
Closing balance – December 31, 2016
2,599
617
3,216
641
(635)
3,222
Derivative Financial Instruments not designated as hedging instruments:
The Company's interest rate swaps did not qualify for hedge accounting. The Company estimates the fair value of its derivative financial instruments at the end of
every period and reflects the resulting unrealized gain or loss during the period in Gain/(loss) on derivative financial instruments in the statement of comprehensive
income/(loss) as well as presenting the fair value at the end of each period in the balance sheet.
The major unobservable input in connection with the valuation of the Company's warrants is the volatility used in the valuation model (see Note 12), which is
approximated by using 5-year weekly historical observations of the Company's share price. The annualized 5-year weekly historical volatility that has been applied in
the warrant valuation as of December 31, 2016 was 104.70%. A 5% increase in the volatility applied would lead to an increase of 2.6% in the fair value of the warrants.
The fair value of the Company's warrants is considered by the Company to be classified as Level 3 in the fair value hierarchy since it is derived by unobservable
inputs.
Quantitative information about Level 3 Fair Value Measurements
Derivative type
Warrants
Fair Value at
December 31,
2015
Fair Value at
December 31,
2016
3,216
3,222
Balance Sheet
Location
Non-Current
liabilities –Derivative
financial instruments
Valuation Technique
Significant
Unobservable Input
Value
December 31,
2015
Value
December 31,
2016
Cox, Ross and
Rubinstein Binomial
Volatility
88.47%
104.70%
Information on the location and amounts of derivative financial instruments fair values in the balance sheet and derivative financial instrument losses in the statement
of comprehensive income/(loss) are presented below:
Interest rate swaps- change in fair value
Interest rate swaps– realized loss
Interest rate swaps– reversal of realized loss
Warrants- change in fair value
Total
F-31
Amount of gain/(loss) recognized in Statement of
comprehensive income/(loss) located in gain/(loss) on Derivate Financial
Instruments
2014
651
(664)
-
3,879
3,866
2015
-
-
225
(617)
(392)
2016
(41)
(16)
-
(641)
(698)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
19.
Other Non-Current Liabilities
On October 1, 2010, the Company entered into a bareboat charter agreement to lease the vessel M/T Delos until September 30, 2015 for a variable rate per year. On
October 15, 2011, the Company terminated the bareboat charter agreement resulting in a termination fee of $5,750 "(the Delos Termination Fee") that remained
outstanding until December 31, 2012. On January 1, 2013, the Company entered into an agreement with the owner of M/T Delos for the repayment of the remaining
balances of the Delos Termination Fee. According to this agreement the Company paid monthly interest.
On December 10, 2015, the owner of M/T Delos notified the Company that the outstanding balance of the Delos Termination Fee was immediately due and payable,
since the Company had been delaying the installments as per the agreed repayment schedule. On January 12, 2016, Family Trading, a related party owned by the Lax
Trust, assumed the outstanding balance of the Delos Termination Fee that amounted to $3,796 (the "Family Trading transaction"). As consideration for the
assumption of this liability, Family Trading on January 12, 2016 received 1,355,816 of the Company's common shares. The Company retained the right to buy back up
to 60% of these shares at any time until December 31, 2016. This transaction was approved by a special committee of the independent directors of the Company.
As of December 31, 2015, the non-current part of the Delos Termination Fee was $0, while the current portion of the termination fee of $3,796 was included in
Accounts payable in the accompanying consolidated balance sheets. The fair value of the Delos Termination Fee equals its carrying amount since it was then
immediately due and payable following the abovementioned notice.
20.
Other operating (loss)/ income
During the year ended December 31, 2016 the Company wrote-off $3,137 of accrued liabilities of vessels sold from 2006 to 2008, mainly relating to $2,043 of unearned
revenue and $1.094 of related brokerage commissions, as the time frame for the Company's counterparties to claim these amounts had expired.
During the year ended December 31, 2015 the Company wrote-off $737 of accounts receivable estimated to be not collectable relating to vessels sold in 2008. This
expense was offset by a non-recurring gain of $264 resulting from the write-off of a provisional operating expense the Company formed in 2010 to cover potential
claims relating to a vessel sold in 2009 that as of December 31, 2015 was no longer required, as the time frame for the Company's counterparty to claim these operating
expenses had expired. It was also offset by the write-off of $199 that related to voyage expenses of sold vessels.
During 2014 the Company realized a non-recurring gain of $361 from a favorable settlement of vessel sale commissions relating to the sale of M/T Ioannis P. and M/V
Pepito in November 2011 and December 2011, respectively and another non-recurring gain of $500 from a termination fee the Company charged Emirates Ship
Investment Company (ESHIPS) LLC for the termination of the time charter of M/T Stenaweco Energy.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
21.
Mezzanine Equity
Issuance of convertible preferred stock: On November 22, 2016, the Company, entered into a securities purchase agreement with YA II CD, LTD., or Yorkville for the
sale of 2,106 newly designated Series B convertible preferred stock. Yorkville purchased 1,579 Series B convertible preferred stock on November 22, 2016 and 527
Series B convertible preferred stock on November 28, 2016. The preferred stock was issued to Yorkville through a registered direct offering. The total net proceeds
from the offering, after deducting offering fees and expenses, were $1,741. The holders of Series B Convertible Preferred Shares are entitled to such number of votes
as is equal to the number of the Company's common shares then issuable upon a conversion of each Series B Convertible Preferred Share (subject to an ownership
limitation of 4.99%) on all matters submitted to a vote of the stockholders of the Company. The Series B convertible preferred stock are convertible into a number of
the Company's common shares equal to the quotient of $1 divided by the lesser of the following two prices: (i) $2.80 (per share) and (ii) 85% of the lowest daily
VWAP of the Company's common shares over the 10 consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion
notice, but in no event will this conversion price be less than $1.00 (per share). The holders of Series B convertible preferred stock are not entitled to dividends or a
redemption in cash except in the case of an event of default (a "Triggering Event"). A Triggering Event includes, among other things, certain bankruptcy
proceedings, the delisting of the Company's common shares from Nasdaq, failure to timely deliver common shares upon conversion, failure to pay cash upon
redemption, or failure to observe or perform certain covenants. No Series B convertible preferred stock were converted in 2016. The Company retains the right at all
times to redeem a portion or all of the outstanding Series B Convertible Preferred Shares. The Company shall pay an amount equal to $1 per each Series B Convertible
Preferred Share, or the Liquidation Amount, plus a redemption premium equal to twenty percent (20%) of the Liquidation Amount being redeemed. Pursuant to the
issuance of the convertible preferred stock, the Company recognized the beneficial conversion feature by allocating the intrinsic value of the conversion option,
which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair
value of the Company's common stock per share on the commitment date, to additional paid-in capital, resulting in a discount of $1,403 on the Series B convertible
preferred stock. The Company has accreted the whole discount in the year ended December 31, 2016. As the Company is in an accumulated deficit position, the
offsetting amount will be amortizable as a deemed dividend charged against additional paid-in-capital for common shares, as there are no retained earnings from
which to declare a dividend.
The following table summarizes the activity in mezzanine equity since issuance of the Preferred Shares:
Series B convertible preferred stock
BALANCE, December 31, 2015
Net Proceeds from Issuance of Series B
Deemed dividend for beneficial conversion feature
Beneficial conversion feature
Balance December 31, 2016
22.
Subsequent Events
Total
-
1,741
1,403
(1,403)
1,741
In January and in February, 2017, the Company repaid $995 and $3,036, respectively under the Family Trading Facility.
The following transactions were entered into by the Company and with an unrelated party, Kalani Investments Limited (the Investor):
a.
b.
On February 2, 2017 the Company entered into a Common Stock Purchase Agreement with the Investor, for the sale of up to $3,099 of shares of the
Company's common stock that the Company may sell from time to time to the Investor, over the next 24 months. In accordance with this Common
Stock Purchase Agreement the Company issued 22,835 common shares as a commitment fee to the Investor. As of March 10, 2017, the Company
has sold an aggregate 1,054,842 shares of its common stock to the Investor under the Common Stock Purchase Agreement, with the aggregate
gross proceeds from the sale of $1,773.
On February 6, 2017 the Company issued a 6% Original Issue Discount Promissory Note (the Note) to the Investor at a nominal amount of $3,500
for a consideration of $3,290. The Note has a mandatory redemption 100 days from issuance.
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AS OF DECEMBER 31, 2015 AND 2016
AND FOR THE YEARS ENDED DECEMBER 31, 2014, 2015 AND 2016
(Expressed in thousands of United States Dollars – except share, per share earnings and rate per day, unless otherwise stated)
On February 14, 2017, the Company entered into a securities purchase agreement with a non-affiliated non-US investor affiliated with Kalani, pursuant to which the
Company sold 7,500 Series C convertible preferred shares to this non-affiliated investor for $7,500, which are convertible into a number of the Company's common
shares equal to the quotient of $1 divided by the lesser of the following two prices: (i) $3.75 and (ii) 75% of the lowest daily VWAP of the Company's common shares
over the 21 consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, but in no event will this conversion
price be less than $0.25. In accordance with the sale of Series C convertible preferred shares the Company issued 72,910 common shares as a commitment fee to the
non-affiliated investor.
On February 20, 2017 the Company entered into an Securities Purchase Agreement to purchase a 40% interest in a 50,000 dwt product/chemical tanker, The M/T
Stenaweco Elegance, with a time charter from an entity affiliated with the Company's President, Chief Executive Officer and Director, Evangelos J. Pistiolis. The
purchase price of this 40% interest is $6,500 and is payable in cash.
On February 21, 2017, the maturity of the Family Trading loan was extended to December 31, 2018 and the facility was amended from a revolving credit facility to a
non-revolving credit line. Furthermore pursuant to this extension, Family Trading has the option to get repaid for any principal, accrued fees and/or interest in the
Company's common shares. Said amounts are convertible into a number of the Company's common shares by dividing the amount to be converted with 80% of the
lowest daily VWAP of the Company's common shares over the 20 consecutive trading days expiring on the trading day immediately prior to the date of conversion,
but in no event will this conversion price be less than $0.60 (per share). The credit line bears interest at the rate of 10% per annum. On February 21 and 22, 2017 the
Company issued 777,000 common shares as payment of $1,198 for accrued commitment fees, extension fees and interest of the Family Trading loan.
Subsequent to December 31, 2016, the Company issued 293,138 common shares upon the exercise of 205,578 Warrants and 854,756 common shares pursuant to
conversions of 1,495 Series B Convertible Preferred Shares of the Yorkville transaction.
F-34