|
PERFORMANCE SHIPPING INC.
|
|
(Registrant)
|
|
|
Dated: August 4, 2023
|
|
|
|
|
/s/ Andreas Michalopoulos
|
|
By: Andreas Michalopoulos
|
|
Chief Executive Officer
|
• |
Ownership days. We define ownership days as the
aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we
record during a period.
|
• |
Available days. We define available days as the
number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys, including the aggregate amount of time that we spend
positioning our vessels for such events. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.
|
• |
Operating days, including ballast leg. We
define operating days, including ballast leg, as the number of available days in a period less the aggregate number of days that our vessels are off-hire. The specific calculation counts as on-hire the days of the ballast leg of the spot
voyages, as long as a charter party is in place. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
|
• |
Fleet utilization. We calculate fleet
utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for
its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades and special surveys, including vessel positioning for such events.
|
• |
Time Charter Equivalent (TCE) rates. We define
TCE rates as our voyage and time charter revenues, less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker
(fuel) expenses, canal charges and commissions. TCE is a non-GAAP measure. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels despite changes in the mix of charter types
(i.e., voyage (spot) charters, time charters, and bareboat charters).
|
• |
Daily Operating Expenses. We define daily
operating expenses as total vessel operating expenses, which include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the costs of spares and consumable stores, lubricant
costs, tonnage taxes, regulatory fees, environmental costs, lay-up expenses and other miscellaneous expenses divided by total ownership days for the relevant period.
|
For the six months ended June 30,
|
||||||||
2023
|
2022
|
|||||||
Ownership days
|
1,448
|
905
|
||||||
Available days
|
1,408
|
875
|
||||||
Operating days, including ballast leg
|
1,390
|
855
|
||||||
Fleet utilization
|
99
|
%
|
98
|
%
|
||||
Time charter equivalent (TCE) rate
|
$
|
41,526
|
$
|
18,888
|
||||
Daily vessel operating expenses
|
$
|
7,135
|
$
|
6,936
|
For the six months ended June 30,
|
||||||||
2023
|
2022
|
|||||||
(in thousands of U.S. dollars,
except for available days and TCE rate)
|
||||||||
Voyage and time charter revenues
|
$
|
60,984
|
$
|
25,275
|
||||
Less: voyage expenses
|
(2,515
|
)
|
(8,748
|
)
|
||||
Time charter equivalent revenues
|
$
|
58,469
|
$
|
16,527
|
||||
Available days
|
1,408
|
875
|
||||||
Time charter equivalent (TCE) rate
|
$
|
41,526
|
$
|
18,888
|
• |
the duration of our charters;
|
• |
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 drydock undergoing repairs;
|
• |
maintenance and upgrade work;
|
• |
the age, condition, and specifications of our vessels;
|
• |
levels of supply and demand in the shipping industry; and
|
• |
other factors affecting spot market charter rates for vessels.
|
Results of Operations
|
For the Six Months Ended June 30,
|
|||||||||||||||
2023
|
2022
|
Variation
|
% change
|
|||||||||||||
in millions of U.S. dollars
|
||||||||||||||||
Revenue
|
61.0
|
25.3
|
35.7
|
141
|
%
|
|||||||||||
Voyage expenses
|
(2.5
|
)
|
(8.7
|
)
|
6.2
|
(71
|
%)
|
|||||||||
Vessel operating expenses
|
(10.3
|
)
|
(6.3
|
)
|
(4.0
|
)
|
63
|
%
|
||||||||
Depreciation and amortization of deferred charges
|
(7.5
|
)
|
(4.1
|
)
|
(3.4
|
)
|
83
|
%
|
||||||||
General and administrative expenses
|
(3.4
|
)
|
(3.3
|
)
|
(0.1
|
)
|
3
|
%
|
||||||||
Reversal / (Provision) for credit losses and write offs
|
0.1
|
(0.1
|
)
|
0.2
|
(200
|
%)
|
||||||||||
Foreign currency gains / (losses)
|
0.0
|
0.1
|
(0.1
|
)
|
(100
|
%)
|
||||||||||
Interest and finance costs
|
(5.4
|
)
|
(1.1
|
)
|
(4.3
|
)
|
391
|
%
|
||||||||
Interest income
|
1.2
|
0.0
|
1.2
|
-
|
||||||||||||
Changes in fair value of warrants’ liability
|
0.9
|
0.0
|
0.9
|
-
|
||||||||||||
Net income
|
34.1
|
1.8
|
32.3
|
1.794
|
%
|
Page
|
|
F-2
|
|
F-3
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
ASSETS
|
June 30, 2023
|
December 31, 2022
|
||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable, net of provision for credit losses (Note 3)
|
|
|
||||||
Deferred voyage expenses
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other assets
|
|
|
||||||
Current assets from discontinued operations
|
|
|
||||||
Total current assets
|
|
|
||||||
FIXED ASSETS:
|
||||||||
Advances for vessel under construction and other vessels’ costs (Note 5)
|
||||||||
Vessels, net (Note 6)
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Total fixed assets
|
|
|
||||||
NON-CURRENT ASSETS:
|
||||||||
Restricted cash, non-current (Note 7) |
||||||||
Right of use asset under operating leases (Note 8)
|
|
|
||||||
Deferred charges, net
|
|
|
||||||
Other non-current assets
|
|
|
||||||
Prepaid charter revenue |
||||||||
Total non-current assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term bank debt, net of unamortized deferred fin. costs (Note 7)
|
$
|
|
$
|
|
||||
Accounts payable, trade and other
|
|
|
||||||
Due to (Note 4)
|
|
|
||||||
Accrued liabilities
|
|
|
||||||
Deferred revenue (Note 3) |
||||||||
Lease liabilities, current (Note 8)
|
|
|
||||||
Current liabilities from discontinued operations
|
|
|
||||||
Total current liabilities
|
|
|
||||||
LONG-TERM LIABILITIES:
|
||||||||
Long-term bank debt, net of unamortized deferred financing costs (Note 7)
|
|
|
||||||
Other liabilities, non-current
|
|
|
||||||
Long-term lease liabilities (Note 8)
|
|
|
||||||
Commitments and contingencies (Note 8)
|
|
|
||||||
Fair value of warrants’ liability (Notes 9 and 11) | ||||||||
Total long-term liabilities
|
|
|
||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Preferred stock, $
|
|
|
||||||
Common stock, $
|
|
|
||||||
Additional paid-in capital (Note 9)
|
|
|
||||||
Other comprehensive income
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
2023
|
2022
|
|||||||
REVENUE:
|
||||||||
Revenue (Note 3)
|
$
|
|
$
|
|
||||
EXPENSES:
|
||||||||
Voyage expenses
|
|
|
||||||
Vessel operating expenses
|
|
|
||||||
Depreciation and amortization of deferred charges (Note 6)
|
|
|
||||||
General and administrative expenses (Notes 4 and 9)
|
|
|
||||||
(Reversal) / Provision for credit losses and write offs (Note 3)
|
(
|
)
|
|
|||||
Foreign currency losses / (gains)
|
|
(
|
)
|
|||||
Operating income
|
$
|
|
$
|
|
||||
OTHER INCOME / (EXPENSES)
|
||||||||
Interest and finance costs (Notes 4 and 7)
|
(
|
)
|
(
|
)
|
||||
Interest income
|
|
|
||||||
Changes in fair value of warrants’ liability (Note 11)
|
||||||||
Total other expenses, net
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Net income
|
$
|
|
$
|
|
||||
Income allocated to participating securities |
( |
) | ||||||
Deemed dividend on Series B preferred stock upon exchange of common stock (Notes 9
and 10)
|
( |
) | ||||||
Deemed dividend to the Series C preferred stockholders due to triggering of a down-
round feature (Notes 9 and 10)
|
( |
) | ||||||
Deemed dividend to the July 2022 and August 2022 warrants’ holders due to triggering of
a down-round feature (Notes 9 and 10)
|
( |
) | ||||||
Dividends on preferred stock (Note 10)
|
( |
) | ( |
) | ||||
Net income / (loss) attributable to common stockholders
|
$
|
|
$
|
(
|
)
|
|||
Earnings / (Loss) per common share, basic, total (Note 10)
|
$
|
|
$
|
(
|
)
|
|||
Earnings / (Loss) per common share, diluted, total (Note 10) |
$ | $ | ( |
) | ||||
Weighted average number of common shares, basic (Note 10) |
||||||||
Weighted average number of common shares, diluted (Note 10) |
2023
|
2022
|
|||||||
Net income
|
$
|
|
$
|
|
||||
Comprehensive income
|
$
|
|
$
|
|
Common Stock
|
Preferred Stock
|
Additional
|
Other
|
|||||||||||||||||||||||||||||||||
# of
|
Par
|
# of
|
# of |
Par
|
Paid-in
|
Comprehensive
|
Accumulated
|
|||||||||||||||||||||||||||||
Shares | Value |
B Shares
|
C Shares |
Value | Capital |
Income / (Loss)
|
Deficit | Total | ||||||||||||||||||||||||||||
Balance, December 31, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||||
- Net income
|
- |
|
-
|
- |
|
|
|
|
|
|||||||||||||||||||||||||||
- Common shares exchanged for Series B preferred shares (Note 9)
|
(
|
)
|
(
|
)
|
|
- |
|
|
|
(
|
)
|
|
||||||||||||||||||||||||
- Compensation cost on restricted stock and stock option awards (Note 9)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
- Issuance of common stock under ATM program, net of issuance costs
|
||||||||||||||||||||||||||||||||||||
- Issuance of units, net of issuance costs
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Balance, June 30, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||||||||||
Balance, December 31, 2022
|
$ |
$ |
$ |
$ |
$ |
( |
) | $ |
||||||||||||||||||||||||||||
- Net income
|
- | - | - | |||||||||||||||||||||||||||||||||
- Compensation cost on restricted stock awards (Note 9)
|
||||||||||||||||||||||||||||||||||||
- Issuance of common stock under ATM program, net of issuance costs (Note 9)
|
||||||||||||||||||||||||||||||||||||
- Issuance of common stock and Series B warrants, net of issuance costs (Note 9)
|
||||||||||||||||||||||||||||||||||||
- Alternative cashless exercise of Series A Warrants (Note 9)
|
||||||||||||||||||||||||||||||||||||
- Series B preferred shares converted to Series C preferred shares, net of expenses (Note
9)
|
- | ( |
) | |||||||||||||||||||||||||||||||||
- Repurchase and retirement of common stock, including expenses (Note 9)
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
- Deemed dividend to the July 2022 warrants holders due to triggering of a down-round
feature (Note 9)
|
- | - | - | ( |
) | |||||||||||||||||||||||||||||||
- Deemed dividend to the August 2022 warrants holders due to triggering of a down-round
feature (Note 9)
|
- | - | - | ( |
) | |||||||||||||||||||||||||||||||
- Deemed dividend to the Series C stockholders due to triggering of a down-round feature
(Note 9)
|
- | - | - | ( |
) | |||||||||||||||||||||||||||||||
- Dividends declared and paid on Series B preferred shares (at $
|
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||
- Dividends declared and paid on Series C preferred shares (at $
|
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Balance, June 30, 2023 |
$ |
$ |
$ |
$ |
$ |
( |
) | $ |
2023
|
2022
|
|||||||
Cash Flows provided by / (used in) Operating Activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization of deferred charges (Note 6)
|
|
|
||||||
Amortization of deferred financing costs
|
|
|
||||||
Financing costs
|
||||||||
Changes in fair value of warrants’ liability
|
( |
) | ||||||
Amortization of prepaid charter revenue
|
||||||||
Compensation cost on restricted stock and stock option awards (Note 9)
|
|
|
||||||
(Increase) / Decrease in:
|
||||||||
Accounts receivable
|
|
(
|
)
|
|||||
Deferred voyage expenses
|
|
(
|
)
|
|||||
Inventories
|
|
|
||||||
Prepaid expenses and other assets
|
|
(
|
)
|
|||||
Right of use asset under operating leases
|
|
|
||||||
Other non-current assets
|
||||||||
Increase / (Decrease) in:
|
||||||||
Accounts payable, trade and other
|
(
|
)
|
(
|
)
|
||||
Due to related parties
|
(
|
)
|
(
|
)
|
||||
Accrued liabilities
|
(
|
)
|
|
|||||
Deferred revenue
|
||||||||
Other liabilities, non-current
|
|
(
|
)
|
|||||
Lease liabilities under operating leases
|
(
|
)
|
(
|
)
|
||||
Drydock costs
|
(
|
)
|
(
|
)
|
||||
Net Cash provided by / (used in) Operating Activities
|
$
|
|
$
|
(
|
)
|
|||
Cash Flows used in Investing Activities:
|
||||||||
Advances for vessel acquisition / under construction and other vessel costs (Note 5)
|
(
|
)
|
(
|
)
|
||||
Payments for vessels’ improvements (Note 6)
|
(
|
)
|
(
|
)
|
||||
Property and equipment additions
|
(
|
)
|
(
|
)
|
||||
Net Cash used in Investing Activities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Cash Flows provided by Financing Activities:
|
||||||||
Proceeds from related party loans
|
||||||||
Proceeds from issuance of common shares, net offering costs | ||||||||
Repayments of long-term bank debt (Note 7)
|
(
|
)
|
(
|
)
|
||||
Issuance of common stock and warrants, net of issuance costs (Note 9) | ||||||||
Issuance of preferred stock, net of expenses (Note 9) |
||||||||
Common shares re-purchase and retirement, including expenses (Note 9) | ( |
) | ||||||
Issuance of common stock under ATM program, net of issuance costs (Note 9) |
||||||||
Payments of financing costs
|
|
(
|
)
|
|||||
Cash dividends (Note 10) |
( |
) | ||||||
Net Cash provided by Financing Activities
|
$
|
|
$
|
|
||||
Net increase in cash, cash equivalents and restricted cash
|
$
|
|
$
|
|
||||
Cash, cash equivalents and restricted cash at beginning of the year
|
$
|
|
$
|
|
||||
Cash, cash equivalents and restricted cash at end of the period
|
$
|
|
$
|
|
||||
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
||||||||
Cash and cash equivalents at the end of the period
|
$
|
|
$
|
|
||||
Restricted cash at the end of the period
|
||||||||
Cash, cash equivalents and restricted cash at the end of the period
|
$
|
|
$
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Interest payments, net of capitalized amounts
|
$
|
|
$
|
|
||||
Alternative cashless exercise of Series A Warrants
|
$ |
$ |
2.
|
Significant Accounting Policies and Recent Accounting Pronouncements
|
3.
|
Revenue, Accounts Receivable and Provision for Credit Losses
|
Charterer
|
2023 | 2022 | ||||||
A
|
|
%
|
|
|||||
B
|
% |
|
||||||
C
|
|
%
|
|
|||||
D
|
|
%
|
|
%
|
||||
E | % |
4.
|
Transactions with Related Parties
|
5.
|
Advances for Vessel Under Construction and Other Vessels’ Costs
|
June 30, 2023 |
December 31, 2022 |
|||||||
Pre-delivery installments
|
$
|
|
$
|
|
||||
Capitalized costs
|
|
|
||||||
Total
|
$
|
|
$
|
|
6.
|
Vessels, net
|
|
Vessels’ Cost
|
Accumulated Depreciation
|
Net Book Value
|
|||||||||
Balance, December 31, 2022
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
- Vessels’ improvements transferred from other non-current assets |
- | |||||||||||
- Vessels’ improvements
|
|
-
|
|
|||||||||
- Depreciation
|
-
|
(
|
)
|
(
|
)
|
|||||||
Balance, June 30, 2023
|
$
|
|
$
|
(
|
)
|
$
|
|
7.
|
Long-Term Debt
|
June 30, 2023
|
Current
|
Non-current
|
December 31, 2022
|
Current
|
Non-current
|
|||||||||||||||||||
Nordea Bank secured term loan
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Piraeus Bank secured term loans
|
|
|
|
|
|
|
||||||||||||||||||
Alpha Bank secured term loans
|
||||||||||||||||||||||||
less unamortized deferred financing costs
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||
Total debt, net of deferred financing costs
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Principal Repayment
|
||||
July 1, 2023 through June 30, 2024
|
$ |
|
||
July 1, 2024 through June 30, 2025
|
|
|||
July 1, 2025 through June 30, 2026
|
|
|||
July 1, 2026 through June 30, 2027 |
||||
July 1, 2027 through December 31, 2027 |
||||
Total
|
$
|
|
8.
|
Commitments and Contingencies
|
Amount
|
||||
Year 1
|
$
|
|
||
Year 2
|
|
|||
Year 3 |
||||
Total
|
$
|
|
||
Less imputed interest
|
(
|
)
|
||
Present value of lease liabilities
|
$
|
|
||
Lease liabilities, current
|
|
|||
Lease liabilities, non- current
|
|
|||
Present value of lease liabilities
|
$
|
|
Number
of Shares
|
Weighted
Average Grant
Date Price |
|||||||
Outstanding at December 31, 2021
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited or expired
|
|
|
||||||
Outstanding at June 30, 2022
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited or expired
|
|
|
||||||
Outstanding at December 31, 2022
|
|
|
||||||
Granted
|
|
|
||||||
Vested
|
|
|
||||||
Forfeited or expired
|
|
|
||||||
Outstanding at June 30, 2023
|
|
$
|
|
10.
|
Earnings / (Loss) per Share
|
2023
|
2022
|
|||||||||||||||
Basic EPS
|
Diluted EPS
|
Basic EPS
|
Diluted EPS
|
|||||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Income allocated to participating securities |
( |
) | ( |
) | ||||||||||||
less deemed dividends on Series B preferred stock upon exchange of common stock
|
|
|
(
|
)
|
(
|
)
|
||||||||||
less deemed dividend to the Series C preferred stockholders due to triggering of a down-round feature
|
(
|
)
|
-
|
|
|
|||||||||||
less deemed dividend to the July and August warrants’ holders due to triggering of a down-round feature
|
(
|
)
|
(
|
)
|
|
|
||||||||||
less dividends on preferred stock
|
(
|
)
|
-
|
(
|
)
|
(
|
)
|
|||||||||
less Changes in fair value of warrants’ liability | - | ( |
) | - | - | |||||||||||
Total net income / (loss) attributable to common stockholders
|
|
|
(
|
)
|
(
|
)
|
||||||||||
Weighted average number of common shares, basic |
|
|
|
|
||||||||||||
Effect of dilutive shares | - | - | ||||||||||||||
Weighted average number of common shares, diluted |
|
|
|
|
||||||||||||
Earnings / (Loss) per common share
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
11.
|
Financial Instruments and Fair Value Disclosures
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of January 11, 2023, of $
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of January 12, 2023, of $
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of January 13, 2023, of $
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of January 19, 2023, of $
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of January 20, 2023, of $
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of January 25, 2023, of $
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of January 26, 2023, of $
|
•
|
in a deemed dividend for the Company’s Series C Preferred Shares as of March 1, 2023, of $
|
•
|
on March 7, 2023,
|
•
|
on March 8, 2023,
|
•
|
on March 9, 2023,
|
•
|
on March 10, 2023,
|
•
|
on March 17, 2023,
|
•
|
on June 15, 2023,
|
|
•
|
for the Company’s Series B Preferred Shares as of January 27, 2022, which was the date of the instrument’s issuance, to a fair value of $
|
|
•
|
for the Company’s Series C Preferred Shares as of October 17, 2022, which was the date of the instrument’s issuance, to a fair value of $
|
12.
|
Subsequent Events
|
Document and Entity Information |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Cover [Abstract] | |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2023 |
Current Fiscal Year End Date | --12-31 |
Entity Registrant Name | Performance Shipping Inc. |
Entity Central Index Key | 0001481241 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2023 |
Dec. 31, 2022 |
---|---|---|
STOCKHOLDERS' EQUITY: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 11,439,272 | 4,187,588 |
Common stock, shares outstanding (in shares) | 11,439,272 | 4,187,588 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, shares authorized (in shares) | 1,200,000 | |
Preferred stock, shares issued (in shares) | 50,726 | 136,261 |
Preferred stock, shares outstanding (in shares) | 50,726 | 136,261 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, shares authorized (in shares) | 1,587,314 | |
Preferred stock, shares issued (in shares) | 1,485,862 | 1,314,792 |
Preferred stock, shares outstanding (in shares) | 1,485,862 | 1,314,792 |
Unaudited Interim Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Unaudited Interim Consolidated Statements of Comprehensive Income [Abstract] | ||
Net income | $ 34,083 | $ 1,790 |
Comprehensive income | $ 34,083 | $ 1,790 |
Unaudited Interim Consolidated Statements of Stockholders' Equity (Parenthetical) |
6 Months Ended |
---|---|
Jun. 30, 2023
$ / shares
| |
Series B Preferred Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Dividends per share (in dollars per share) | $ 0.5 |
Series C Preferred Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Dividends per share (in dollars per share) | $ 0.625 |
General Information |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
General Information [Abstract] | |||
General Information |
Company’s identity
The accompanying unaudited interim consolidated financial statements include the accounts of Performance Shipping Inc. (or “Performance”) and its wholly-owned
subsidiaries (collectively, the “Company”). Performance was incorporated as Diana Containerships Inc. on January 7, 2010, under the laws of the Republic of the Marshall Islands for the purpose of engaging in any lawful act or activity under the
Marshall Islands Business Corporations Act. On February 19, 2019, the Company’s Annual Meeting of Shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation to change the name of the Company from “Diana
Containerships Inc.” to “Performance Shipping Inc.”, which was effected on February 25, 2019. The Company’s common shares trade on the Nasdaq Capital Market under the ticker symbol “PSHG”.
The Company is a global provider of shipping transportation services through the ownership of tanker vessels, while it owned container vessels since its incorporation
through August 2020. The Company operates its fleet through Unitized Ocean Transport Limited (the “Manager” or “UOT”), a wholly-owned subsidiary. The fees payable to UOT are eliminated in consolidation as intercompany transactions.
Financial Statements’ presentation
The accompanying
unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes
required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the year ended December 31,
2022 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2023 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered
necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that might
be expected for the fiscal year ending December 31, 2023.
The consolidated
balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Furthermore, effective November 15, 2022, the Company effected a reverse stock split on its common stock. All
share and per share amounts disclosed in the accompanying unaudited interim consolidated financial statements give effect to these reverse stock splits retroactively, for all periods presented.
Other matters
On March 11, 2020,
the World Health Organization declared the novel coronavirus (“COVID-19”) outbreak a pandemic. In response to the outbreak, many countries, ports and organizations, including those where the Company conducts a large part of its operations, have
implemented measures to combat the outbreak, such as quarantines, travel restrictions, and other emergency public health measures in an effort to contain the outbreak. Such measures have resulted in a significant reduction in global economic
activity and extreme volatility in the global financial markets, which has reduced the global demand for oil and oil products, which the Company’s vessels transport, and has exposed the Company to the risk of volatility in the near-term. During
the global gradual recovery from COVID-19, the Company continues to take proactive measures to ensure the health and wellness of its crew and onshore employees while endeavoring to maintain effective business continuity and uninterrupted
service to its customers. During the years ended December 31, 2022 and 2021, the Company incurred increased costs as a result of the restrictions imposed in various jurisdictions creating delays and additional complexities with respect to port
calls and crew rotations. The Company’s revenues are impacted by fluctuations in spot charter rates for Aframax tankers. During the year ended December 31, 2021, the Company’s revenue came under pressure due to record OPEC+ oil production cuts
and lower production from other oil producing countries, which reduced crude exports, and the unwinding of floating storage and the delivery of newbuilding vessels to the world tanker fleet. However, during the year ended December 31, 2022 and
during the period ended June 30, 2023, the Company’s revenues improved due to strength in spot charter rates on account of higher OPEC+ production and increased ton mile due to the sanctions on Russian crude oil exports. As of June 30, 2023,
and during the period ended June 30, 2023, the Company’s financial results have not been adversely affected from the impact of COVID. Given the dynamic nature of these circumstances, the full extent to which the COVID-19 global pandemic may
have direct or indirect impact on the Company’s business and the related financial reporting implications cannot be reasonably estimated at this time, although it could materially affect the Company’s business, results of operations and
financial condition in the future.
Furthermore, the outbreak of war between Russia and the
Ukraine has disrupted supply chains and caused instability in the global economy, while the United States and the European Union, among other countries, announced sanctions against Russia, including sanctions targeting the Russian oil
sector, among those a prohibition on the import of oil from Russia to the United States. The ongoing conflict could result in the imposition of further economic sanctions against Russia and given Russia’s role as a major global exporter of crude oil, the Company’s business may be adversely impacted. Currently, none of the Company’s contracts have been affected by the events in Russia
and Ukraine. During the six months periods ended June 30, 2023 and 2022, the Company’s financial results have not been adversely affected from the
impact of war between Russia and Ukraine. However, it is possible
that in the future third parties with whom the Company has or will have contracts may be impacted by such events. While in general much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such
tensions could adversely affect the Company’s business, financial condition, results of operation and cash flows. Also, the Company monitors elevated inflation in the United States of America, Eurozone and other countries, including
ongoing global prices pressures in the wake of the war in Ukraine, driving up energy prices, commodity prices, which continue to have a moderate effect on the Company’s operating expenses. Additionally, interest rates have increased rapidly and
substantially as central banks in developed countries raise interest rates in an effort to subdue inflation. The eventual implications of tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of
capital for the Company’s business.
|
Significant Accounting Policies and Recent Accounting Pronouncements |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | |||
Significant Accounting Policies and Recent Accounting Pronouncements |
A discussion of the Company’s significant accounting policies and the recent accounting pronouncements can be found in Note 2 of the Company’s Consolidated Financial
Statements included in the Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 28, 2023. There have been no material changes to these policies or pronouncements during the six months ended June 30, 2023,
except as disclosed below:
Preferred Shares and Warrants Accounting: The Company
follows the provision of ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” to determine the classification of certain freestanding financial instruments as permanent equity, temporary equity or liability. The
Company, when assessing the accounting of the warrants, the pre-funded warrants, the Series B Preferred Shares and the Series C Preferred Shares takes into consideration ASC 480 to determine whether the warrants, the pre-funded warrants, the
Series B Preferred Shares and the Series C Preferred Shares should be classified as permanent equity instead of temporary equity or liability. The Company further analyses the key features of the warrants, the pre-funded warrants, the Series B
and Series C Preferred Shares to determine whether these are more akin to equity or to debt. In its assessment, the Company identifies any embedded features, examines whether these fall under the definition of a derivative according to ASC 815
applicable guidance or whether certain of these features affect the classification. In cases when derivative accounting is deemed inappropriate, no bifurcation of these features is performed. For those warrants meeting the classification of liability, the initial recognition is at fair value and are remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant
liabilities within the consolidated statements of operations. Upon settlement or termination, warrants classified as liabilities at fair value, are marked to their fair value at the settlement date and then the liability settled. The Company
values its warrants classified as liabilities using the Black-Scholes option pricing model.
Accounting Pronouncements - Adopted
Reference Rate Reform (Topic 848):
In 2020, the Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in
accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. The Board included a sunset provision within
Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer
be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022—12 months after the expected cessation date of all currencies and tenors of LIBOR. In March
2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Because the current relief in Topic 848 may not
cover a period of time during which a significant number of modifications may take place the sunset date of Topic 848 was deferred from December 31, 2022, to December 31, 2024 with the issuance of ASU 2022-06 in
December 2022, after which entities will no longer be permitted to apply the relief in Topic 848. In addition, in January 2021, the FASB issued another ASU (ASU No. 2021-01) with respect to the Reference Rate Reform (Topic 848). The amendments in
this Update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. As of June 30, 2023, the Company has elected
one of the optional expedients provided in the standard that allows entities with contract modifications within the scope of Topic 470; for which the terms that are modified solely relate to directly replacing, or having the potential to replace,
a reference rate with another interest rate index, to account for the modification that meets the scope of paragraphs 848-20-15-2 through 15-3 as if the
modification was not substantial. That is, the original contract and the new contract shall be accounted for as if they were not substantially different from one another, and the modification shall not be accounted for in the same manner as a
debt extinguishment. The Company will continue to evaluate the potential impact of adopting the standards on its consolidated financial statements.
|
Revenue, Accounts Receivable and Provision for Credit Losses |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, Accounts Receivable and Provision for Credit Losses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, Accounts Receivable and Provision for Credit Losses |
Revenue and Accounts Receivable
The Company’s tanker
vessels are employed under various types of charters and accordingly, the Company disaggregates its revenue from contracts with customers by the type of charter (time charters, spot charters and pool charters).
For
the six months ended June 30, 2023,
amounted to $2,631 from spot charters, to $29,314 from time-charters and to $29,039 from pool charters. For the six months ended June 30, 2022, Revenue amounted to $13,225 from spot charters, to $0 from time-charters and to $12,050 from pool charters.As of June 30, 2023, the balance of Accounts receivable, net of provision for credit losses amounted to $840
for the spot charters (of which $118 relates to contract assets), to $644 for the time-charters and to $7,565 for the pool charters. As of
December 31, 2022, the balance of Accounts receivable, net of provision for credit losses amounted to $2,636 for the spot charters
(of which $167 relates to contract assets), to $34 for the time-charters and to $6,440 for the pool charters.
As of June 30, 2023 and December 31, 2022, the balance of Deferred Revenue amounted to $1,889
and $1,378 respectively, and related solely to cash received up-front from the Company’s time-charter contracts.
For the six months ended June 30, 2023 and 2022, charterers that accounted for more than 10% of the Company’s revenue, were as follows:
The maximum aggregate amount of loss due to credit risk, net of related allowances, that the Company
would incur if the aforementioned charterers failed completely to perform according to the terms of the relevant charter parties, amounted to $8,316
and to $6,440 as of June 30, 2023 and December 31, 2022, respectively.
Provision for credit Losses
The Company, in estimating its expected credit losses, gathers annual historical losses on its freight and demurrage receivables since 2019 when the Company’s tanker vessels firstly operated in the
spot market, and makes forward-looking adjustments in the estimated loss ratio, which is re-measured on an annual basis. As of June 30, 2023 and December 31, 2022, the balance of the Company’s allowance for estimated credit losses on its
outstanding freight and demurrage receivables were $54 and $109, respectively, and is included in Accounts receivable, net of provision for credit losses in the accompanying consolidated balance sheets. For the six months ended June 30, 2023 and
2022, the Provision for credit losses and write offs in the accompanying consolidated statements of operations includes changes in the provision of estimated losses of $(55) and $39, respectively, and for the six months ended June 30, 2023 and 2022 it also includes
an amount of $0 and $38,
respectively, representing demurrages write offs. No allowance was recorded on insurance claims as of June 30, 2023 and
December 31, 2022, as their balances were immaterial. In addition, no allowance was recorded for cash equivalents as the majority
of cash balances as of the balance sheet date was on time deposits with highly reputable credit institutions, for which periodic evaluations of the relative credit standing of those financial institutions are performed.
|
Transactions with Related Parties |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Transactions with Related Parties [Abstract] | |||
Transactions with Related Parties |
(a) Pure Brokerage and Shipping Corp. (“Pure Brokerage”): Pure Brokerage, a
company controlled by the Company’s Chairperson of the Board and controlling shareholder Aliki Paliou, provides brokerage services to the Company since June 15, 2020, pursuant to a Brokerage Services Agreement for a fixed monthly fee per each
tanker vessel owned by the Company. Pure Shipbroking may also, from time to time, receive sale and purchase commissions and chartering commissions on the gross revenue of the tanker vessels, depending on the respective charter parties’ terms.
For the six months
ended June 30, 2023, and 2022, commissions to Pure Brokerage amounted to $745, and $293, respectively, and are included in Voyage expenses in the accompanying unaudited interim consolidated statements of operations. Also, for the six months ended June 30,
2023, and 2022 brokerage fees to Pure Brokerage amounted to $144 and $90, respectively, and are included in General and administrative expenses in the accompanying unaudited interim consolidated statements of operations. As at June 30, 2023 and
December 31, 2022, an amount of $298 and $335
was payable to Pure Brokerage and is reflected in Due to related parties in the accompanying consolidated balance sheets.
(b) Mango Shipping Corp (“Mango”): On March 2, 2022,
the Company entered into an unsecured credit facility with Mango, whose beneficial owner is the Company’s Chairperson of the Board and controlling shareholder Aliki Paliou, of up to $5,000, for general working capital purposes. The loan had a term of one year from the date of the agreement, bore interest of 9.0% per annum, and was drawn in arrears at the
Company’s request. The agreement also provided for arrangement fees of $200 payable on the date of the agreement, and commitment
fees of 3.00% per annum on any undrawn amount until the maturity date. The Company drew down the $5,000 loan amount in two
advances in March 2022, and repaid it in full on October 19, 2022 (see paragraph below). For the six months ended June 30, 2022 interest and commitment fees incurred in connection with the Mango loan amounted to $139 and are included in interest and finance costs in the accompanying unaudited interim consolidated statements of operations. Arrangement fees
of $200 were capitalized contra to debt and were amortized over the facility period under the straight-line method, while
amortization of arrangement fees for the six months ended June 30, 2022 amounted to $64 and are also included in interest and
finance costs in the accompanying unaudited interim consolidated statements of operations.
Tender Offer to Exchange Common Shares for Shares of Series B
Convertible Cumulative Perpetual Preferred Stock: In December 2021, the Company commenced an offer to exchange up to 271,078 of its then issued and outstanding
common shares, par value $0.01 per share, for newly issued shares of the Company’s Series B Convertible Cumulative Perpetual
Preferred Stock, par value $0.01, at a ratio of 4.20 Series B Preferred Shares for each common Share (Note 9). The tender offer expired on January 27, 2022, and a total of 188,974 common shares were validly tendered and accepted for exchange, which resulted in the issuance of 793,657 Series B Preferred Shares, out of which 657,396 were beneficially
owned by Aliki Paliou through Mango, and 28,171 were beneficially owned by Andreas Michalopoulos. On October 17, 2022, the Company
entered into a stock purchase agreement with Mango pursuant to which it agreed to issue to Mango in a private placement 1,314,792
Series C Preferred Stock in exchange for (i) all 657,396 Series B Preferred Shares held by Mango, and (ii) the agreement by Mango to
apply $4,930 (an amount equal to the aggregate cash conversion price payable upon conversion of such Series B Preferred Shares into
Series C Preferred Shares pursuant to their terms) as a prepayment by the Company of the unsecured credit facility. The transaction was approved by a special independent committee of the Company’s Board of Directors. On October 19, 2022, the
Company repaid the remaining amount due to the credit facility of $70, together with accrued interest, and terminated the agreement.
The Series C Preferred stock is entitled to an annual dividend of 5.00% (Note 9). For
2023, dividends declared and paid to Mango on its Series C preferred shares amounted $822, (or $0.625 per each Series C preferred share), and were calculated for the period from January 1, 2023 until June 15, 2023. On June 30, 2023, accrued and
not paid dividends on the Series C preferred shares held by Mango, amounted to $68 (Note 9). As of June 30, 2023, there are no Series B preferred shares held by Mango. For the six months period ended 2022, dividends accrued but not declared on Series B preferred shares held by Mango amounted to $272.
For the details of the terms of the Series C and Series B preferred stock, and the respective accounting treatment followed by the Company, please refer to Note 9.
|
Advances for Vessel Under Construction and Other Vessels' Costs |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||
Advances for Vessel Under Construction and Other Vessels' Costs [Abstract] | |||||||||||||||||||||||||||||||||||||||
Advances for Vessel Under Construction and Other Vessels' Costs |
On March 7, 2023, the Company, through a newly
established subsidiary, entered into a shipbuilding contract with China Shipbuilding Trading Company Limited and Shanghai Waigaoqiao Shipbuilding Company Limited for the construction of a product/crude oil tanker of approximately 114,000 dwt. The newbuilding (Hull 1515) has a gross contract price
of $63,250 and the Company expects to take delivery of it by the end of October
2025. The shipbuilding contract provides that the purchase price of the newbuilding will be paid in five
installments, with the first one at $9,488, the second, third and fourth at $6,325 each, and the final installment for the balance of the amount or $34,787.
On April 13, 2023, the Company paid the first installment of $9,488 for the Hull 1515 according to the terms of the shipbuilding
contract. In addition, imputed interest amounting to $153 and other paid costs amounting to $1,270
were capitalized to the vessel under construction for the six months ended June 30, 2023 and included in Advances for Vessel Under Construction and Other Vessels’ Costs in the accompanying consolidated
balance sheet as of June 30, 2023. The amount of $10,911
is also reflected in line “Advances for vessel acquisition / under construction and other vessel costs” in the unaudited interim consolidated statements of cash flows.
Advances for vessel under construction and other vessels’ costs as of June 30, 2023 and December 31, 2022 consisted of the following:
|
Vessels, net |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net |
The amounts of Vessels, net, in the accompanying consolidated balance sheets are analyzed as follows:
During the six months ended June 30, 2023, the Company capitalized an amount of $510 and an amount of $450 was transferred from other non-current assets, representing costs for the
installation of ballast water treatment system on the vessel “P. Kikuma”. The amount of $510 which was paid during the six months ended June 30, 2023 is also reflected in line “Payments for vessels’ improvements” in the accompanying unaudited interim consolidated statements of cash flows.
|
Long-Term Debt |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt |
The amount of long-term debt shown in the accompanying consolidated balance sheets is analyzed as follows:
Secured Term Loans: The
Company, through its vessel-owning subsidiaries, has entered into various long term loan agreements with certain financial institutions (as described below) to partially finance the acquisition cost of its tanker vessels. All loans are repayable
in quarterly installments plus one
balloon installment per loan agreement to be paid together with the last installment, and bear variable interest at SOFR or LIBOR plus a fixed margin ranging from 2.35% to 2.85%. Their maturities fall due from July 2024 to December 2027, and at each
utilization date, arrangement fees ranging from 0.50% to 1.00% were paid. As of June 30, 2023, the term loans were collateralized by the Company’s eight tanker vessels, whose aggregate net book value was $230,434.
In July 2019, the Company, through two of its
vessel-owning subsidiaries, entered into a loan agreement with Nordea Bank Abp, Filial i Norge (“Nordea Bank”) for a senior secured term loan facility of up to $33,000, to partially finance the acquisition cost of the vessels “Blue Moon” and “Briolette”. In December 2019 and in March 2020, the Nordea Bank loan was twice amended and restated to increase the loan facility to
up to $47,000 and $59,000,
respectively, to partially support the acquisition cost of the tanker vessels “P. Fos” and “P. Kikuma”, respectively. In December 2020, the Company entered a Deed of Release with Nordea Bank, according to which the borrowers of the vessels “P. Fos”
and “P. Kikuma” were released from all obligations under the agreement, in connection with the re-finance by Piraeus Bank S.A. (described below). Also in December 2020, the Company entered into a Supplemental Loan Agreement with Nordea Bank, to
amend the existing repayment schedules of the “Blue Moon” and “Briolette” tranches and to amend the major shareholder’s clause included in the agreement.
In December 2020, the Company, through three of its
vessel-owning subsidiaries, entered into a loan agreement with Piraeus Bank S.A. (“Piraeus Bank”) for a senior secured term loan facility of up to $31,526,
to refinance the existing indebtedness of the vessels “P. Fos” and “P. Kikuma” with Nordea Bank, described above, and partially finance the acquisition cost of the vessel “P. Yanbu”. The three borrowers utilized in December 2020 an aggregate amount of $29,958
under the loan agreement, and no amount remained available for drawdown thereafter. The “P. Fos” trance was repaid in full and released from the loan
agreement in November 2022, due to the vessels’ sale. Furthermore, the “P. Yanbu” and the “P. Kikuma” trances were also released from the specific loan agreement in July and December 2022, respectively, as part of their refinancing under the
new loan agreements with Piraeus Bank signed in June and November 2022 (discussed below), and as such, the specific loan agreement was terminated.
In June 2022, the Company, through the vessel-owning subsidiaries of the vessels “P.
Sophia” and “P. Yanbu”, entered into a new loan agreement with Piraeus Bank for a senior secured term loan facility of up to $31,933. The
purpose of this facility was to finance the acquisition of “P. Sophia” by up to $24,600 and refinance the existing indebtedness of $7,333 of the vessel “P. Yanbu”. The Company utilized the full amount of $31,933 in July 2022. On May 29, 2023, the Company signed a Supplemental loan agreement with Piraeus Bank, the purpose of which was to replace LIBOR rate with SOFR rate, effective June 1,
2023. All other terms of the loan agreement remained unaltered. The Company accounted for the Supplemental loan agreement as a contract modification.
In November 2022, the Company, through the vessel-owning subsidiaries of the vessels
“P. Monterey” and “P. Kikuma”, entered into a new loan agreement with Piraeus Bank for a senior secured term loan facility of up to $37,400.
The purpose of this facility was to finance the acquisition of “P. Monterey” by up to $29,615 and refinance the existing indebtedness of
$7,785 of the vessel “P. Kikuma”. The Company utilized the amount of $36,450 in November 2022, and no amount remained available for drawdown
thereafter.
Also in November 2022, the Company, through the vessel-owning subsidiary of the
vessel “P. Aliki” signed a loan agreement with Alpha Bank S.A (“Alpha Bank”), to support the acquisition of the vessel by providing a secured term loan of up to $18,250. The maximum loan amount was drawn down upon the vessel’s delivery to the Company in November 2022.
Finally, in December 2022, the Company, through the vessel-owning subsidiary of the
vessel “P. Long Beach” signed a loan agreement with Alpha Bank S.A, to support the acquisition of the vessel by providing a secured term loan of up to $22,000.
The maximum loan amount was drawn down upon the vessel’s delivery to the Company in December 2022.
All loans are guaranteed by Performance Shipping Inc. and are also secured by first
priority mortgages over the financed fleet, first priority assignments of earnings, insurances and of any charters exceeding durations of certain length of time, pledge over the borrowers’ shares and over their earnings accounts, and vessels’
managers’ undertakings. The loan agreements also require a minimum hull value of the financed vessels, impose restrictions as to dividend distribution following the occurrence of an event of default and changes in shareholding, include customary
financial covenants and require at all times during the facility period a minimum cash liquidity. As at June 30, 2023 and December 31, 2022, the maximum compensating cash balance required under the Company’s loan agreements amounted to $10,500 and $10,500, respectively, and is
included in Cash and cash equivalents in the accompanying consolidated balance sheets. Also, as at June 30, 2023 and December 31, 2022, the restricted cash, being pledged deposits, required under the Company’s loan agreements amounted to $1,000 and $1,000, respectively, and is
included in Restricted cash, non-current in the accompanying consolidated balance sheets. As at June 30, 2023 and December 31, 2022, the Company was in compliance with all of its loan covenants.
The weighted average interest rate of the Company’s bank loans for the six months ended June 30, 2023 and 2022, was 7.35% and 3.25%, respectively.
For the six months ended June 30, 2023 and 2022, interest expense
on long-term bank debt amounted to $4,427 and $789, respectively, and is included in Interest and finance costs in the accompanying unaudited interim consolidated statement of
operations. Accrued interest on bank debt as of June 30, 2023 and December 31, 2022, amounted to $396 and $390, respectively, and is included in Accrued liabilities in the accompanying consolidated balance sheets. Capitalized interest amounting to $153 for the six months ended June 30, 2023, was capitalized to the vessel under construction cost,
presented under Advances for vessel under construction and other vessels’ cost in the accompanying consolidated balance sheets (Note 5).
As at June 30, 2023, the maturities of the drawn portions of the debt facilities described above, are as follows:
|
Commitments and Contingencies |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
(a) 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 claims or
contingent liabilities, which should be disclosed, or for which a provision should be established and has not in the accompanying unaudited interim 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 unaudited interim consolidated financial
statements.
The Company’s vessels are covered for pollution in the amount of $1 billion per vessel per incident, by the protection and indemnity association (“P&I Association”) in which the Company’s vessels are entered. The Company’s vessels are subject to calls
payable to their P&I Association and may be subject to supplemental calls which are based on estimates of premium income and anticipated and paid claims. Such estimates are adjusted each year by the Board of Directors of the P&I Association
until the closing of the relevant policy year, which generally occurs within three years from the end of the policy year. Supplemental
calls, if any, are expensed when they are announced and according to the period they relate to. The Company is not aware of any supplemental calls outstanding in respect of any policy year.
(b) As of June 30, 2023, part of the Company’s
fleet was operating under time-charters. The minimum contractual annual charter revenues, net of related commissions to third parties (including related parties), to be generated from the existing as of June 30, 2023, non-cancelable time charter
contracts are estimated at $44,927 until June 30, 2024, and at $7,420 until June 30, 2025.
(c) The Company has entered into a
shipbuilding contract for the construction of product/crude oil tanker of approximately 114,000 dwt (Note 5). As at June 30, 2023, the
remaining installments under the contract for the construction of hull H1515, amounted to $53,762.
(d) The Company rents its office spaces in Greece under various lease agreements with unaffiliated parties. The durations of these agreements vary from a few months to 3 years and certain of these contracts, and as of June 30, 2023, the weighted-average remaining lease term for all lease agreements is 2.09 years. The contracts also bear the option for the Company to extend the lease terms for further periods. Under ASC 842, the Company, as a
lessee, has classified these contracts as operating leases and accordingly, a lease liability of $127 and $163, respectively, and an equal right-of-use asset based on the present value of future minimum lease payments for the fixed periods of each
contract have been recognized on the June 30, 2023 and December 31, 2022 balance sheets. The weighted average discount rate used for the calculation of the present value of future lease payments was 4.00%. The monthly rent cost under the existing as of June 30, 2023 lease agreements are $7 (based on the exchange rate of Euro/US Dollar $1.098 as of June 30, 2023). Rent expenses for the
six months ended June 30, 2023 and 2022 amounted to $46 and $47 respectively, and are included in General and administrative expenses in the accompanying unaudited interim consolidated financial statements. The Company has assessed
the right of use asset recognized for office leases for impairment and concluded that no impairment charge should be recorded as
June 30, 2023 and 2022 as no impairment indicators existed.
The following table sets forth the Company’s undiscounted office rental obligations
as at June 30, 2023:
|
Changes in Capital Accounts |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Capital Accounts [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Capital Accounts |
9. Changes in Capital Accounts
(a) Company’s Preferred Stock: As of June 30, 2023 and December 31, 2022, the Company’s authorized preferred stock consists of 25,000,000 shares of preferred stock, par value $0.01 per share. Of these preferred shares, 1,250,000 have been
designated Series A preferred shares, 1,200,000 have been designated Series B preferred shares, and 1,587,314 have been designated as Series C Preferred Shares (see paragraph (b) below). As of June 30, 2023, 50,726
Series B preferred shares and 1,485,862 Series C preferred shares were issued and outstanding. As of December 31, 2022, 136,261
Series B preferred shares and 1,314,792 Series C preferred shares were issued and outstanding.
(b) Tender Offer to Exchange Common Shares for Shares of Series B
Convertible Cumulative Perpetual Preferred Stock, and Issuance of Shares of Series C Convertible Cumulative Perpetual Preferred Stock: In December 2021, the Company commenced an offer to exchange up to 271,078
of its then issued and outstanding common shares, par value $0.01 per share, for newly issued shares of the Company’s Series B
Convertible Cumulative Perpetual Preferred Stock (“Series B Preferred Shares”), par value $0.01, at a ratio of 4.20 Series B Preferred Shares for each common Share.
The material terms of the Series B Preferred Shares are as follows: 1)
Dividends: The Company pays a 4.00% annual
dividend on the Series B Preferred Shares, on a quarterly basis, either in cash, or, at the Company’s option, through the issuance of additional common shares, valued at the volume-weighted average price of the common stock for the 10 trading days prior to the dividend payment date; 2) Voting Rights: Each Series B Preferred
Share has no voting rights; 3) Conversion Rights: Each Series B Preferred Share was convertible at the option of the holder during the applicable conversion period which expired on March 15, 2023 for additional cash consideration of $7.50 per converted Series B Preferred Share, into two Series C Preferred Shares (see description below); 4) Liquidation: Each Series B Preferred Share has a fixed liquidation preference of $25.00 per
share; 5) Redemption: The Series B Preferred Shares are not subject to mandatory redemption or
to any sinking fund requirements, and will be redeemable at the Company’s option, at any time, on or after the date that is the date immediately following the 15-month anniversary of the issuance date, at $25.00 per share plus accumulated and unpaid
dividends thereon to and including the date of redemption. Also, upon the occurrence of a liquidation event, holders of Series B Preferred Shares shall be entitled to receive out liquidating distribution or payment in full redemption of
such Series B Preferred Shares in an amount equal to $25.00, plus the amount of any accumulated and unpaid dividends thereon; 6) Rank: Finally, the Series B Preferred Shares rank senior to common shares with respect to dividend distributions and
distributions upon any liquidation, winding up or dissolution of the Company.
The tender offer expired on January 27, 2022, and a total of 188,974 common shares were validly
tendered and accepted for exchange, which resulted in the issuance of 793,657 Series B Preferred Shares (with aggregate
liquidation preference of $19,841), out of which 657,396 were acquired by Aliki Paliou through Mango (Note 4), and 28,171 were acquired by Andreas Michalopoulos.
For the six months ended June 30, 2023 and 2022,
declared and paid dividends on Series B preferred shares amounted to $29 (or $0.50 per each Series B preferred share) and $ respectively. As of June 30, 2023 and 2022
accrued and not paid dividends on Series B preferred shares amounted to $2 and $328 respectively.
On October 17, 2022, the Company entered into a stock purchase agreement with Mango, pursuant to which it agreed to issue to Mango in a private placement 1,314,792 shares (with aggregate liquidation preference of $32,870)
of its newly-designated Series C Convertible Cumulative Redeemable Perpetual Preferred Stock (“Series C Preferred Shares”) in exchange for (i) all 657,396
Series B Preferred Shares held by Mango and (ii) the agreement by Mango to apply $4,930 (an amount equal to the aggregate cash
conversion price payable upon conversion of such Series B Preferred Shares into Series C Preferred Shares pursuant to their terms) as a prepayment by the Company of the unsecured credit facility agreement dated March 2, 2022 (Note 4) and made between the Company as borrower and Mango as lender, maturing in March 2023 and bearing interest at 9.0% per annum. The Company repaid
on October 19, 2022 the remaining amount due to the credit facility of $70,
and any remaining accrued interest, and terminated the loan agreement with Mango. The transaction was approved by a special independent committee of the Company’s Board of Directors. The authorized number of Series C Preferred Shares, par
value $0.01 and $25.00
liquidation preference, is 1,587,314, out of which 1,314,792 shares were issued to Mango.
The remaining Series C Preferred Shares could be issued
not earlier than one year from the date of original issuance of the Series B Preferred Shares. In this respect, on February 13, 2023, the Company notified its Series B preferred stockholders, that pursuant to the effective registration statement on Form F-3 filed by the Company with the U.S. Securities and Exchange Commission on January 27, 2023, the holders of the Company’s
issued and outstanding Series B Preferred Shares may at any time through and including March 15, 2023, convert, at the option of the holder, one Series B Preferred Share, for additional cash consideration of $7.50 per converted Series B Preferred Share, into two shares of Series C Convertible Cumulative
Perpetual Preferred Stock. Upon the closing of the conversion period on March 15, 2023, 85,535 Series B preferred shares have been
converted to 171,070 Series C preferred shares, and the net proceeds received, after deducting commissions and other expenses,
amounted to $482.
The material
terms of the Series C Preferred Shares are as follows: 1) Dividends: Dividends on
each Series C Preferred Share shall be cumulative and shall accrue at a rate equal to 5.00% per annum of the Series C
liquidation preference per Series C Preferred Share from the dividend payment date immediately preceding issuance, and can be paid either in cash, or, at the Company’s option, through the issuance of additional common shares; 2) Voting Rights: Each holder of Series C Preferred Shares is entitled, from the date of issuance of the Series C Preferred Shares, to a number of
votes equal to the number of Common Shares into which such holder’s Series C Preferred Shares would then be convertible (notwithstanding the requirement that the Series C Preferred Shares are convertible only after six months following the Original Issuance Date), multiplied by 10.
The holders of Series C Preferred Shares shall vote together as one class with the holders of Common Shares on all matters
submitted to a vote of the Company’s shareholders (with certain exceptions); 3) Conversion Rights: The Series C Preferred Shares
are convertible into common shares (i) at the option of the holder: in whole or in part, at any time on or after the date that is the date immediately following the six-month anniversary of the Original Issuance Date at a rate equal to the Series C liquidation preference, plus the amount of any accrued and unpaid dividends thereon
to and including the date of conversion, divided by an initial conversion price of $0.50, subject to adjustment from time to
time, or (ii) mandatorily: on any date within the Series C Conversion Period, being any time on or after the date that is the date immediately following the six-month anniversary of October 17, 2022 (or “the Original Issuance Date”), on which less than 25% of the authorized number of Series C Preferred Shares are outstanding and the volume-weighted average price of the common shares for the 10 trading days preceding such date exceeds 130% of the conversion
price in effect on such date, the Company may elect that all, or a portion of the outstanding Series C Preferred Shares shall mandatorily convert into common shares at a rate equal to the Series C liquidation preference, plus the amount of
any accrued and unpaid dividends thereon to and including such date, divided by the conversion price. The conversion price is subject to adjustment for any stock splits, reverse stock splits or stock dividends, and shall also be adjusted
to the lowest price of issuance of common stock by the Company for any registered offering following the Original Issuance Date, provided that such adjusted conversion price shall not be less than $0.50 (this conversion price adjustment clause is further analyzed later); 4) Liquidation: Each Series C Preferred Share has a fixed liquidation preference of $25.00 per share; 5) Redemption: The Series C Preferred Shares are not subject to mandatory redemption, and will be redeemable at the Company’s option, at any time,
on or after the date that is the date immediately following the 15-month anniversary of the issuance date, in whole or in part,
at $25.00 per share plus accumulated and unpaid dividends thereon to and including the date of redemption. The Company shall
effect any such redemption by paying a) cash or, b) at the Company’s election, and provided on the date of the redemption notice less than 25%
of the authorized number of Series C are outstanding, shares of common stock valued at the volume-weighted average price of common stock for the last 10 trading days prior to the redemption date. Also, upon the occurrence of a liquidation event, holders of Series C Preferred Shares shall be entitled to receive out liquidating distribution or payment in
full redemption of such Series C Preferred Shares in an amount equal to $25.00, plus the amount of any accumulated and unpaid
dividends thereon; 6) Rank: The Series C Preferred Shares rank senior to common shares, and on a parity with the Series B Preferred Stock,
with respect to dividend distributions and distributions upon any liquidation.
For the six months ended June 30, 2023 and 2022, declared and paid
dividends on the Series C preferred shares amounted to $922 (or $0.625 per each Series C preferred share), out of which $822 and $ were paid to Mango, respectively. On June 30, 2023 and 2022,
accrued and not paid dividends on the Series C preferred shares, amounted to $87 and $(Note 4) , respectively .
The Company, when assessing the accounting of the Series B preferred stock, has taken into consideration the provisions of ASC 480 “Distinguishing
Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and determined that the Series B preferred shares should be classified as permanent equity rather
than temporary equity or liability. The preferred stock was measured as of the date of closing of the tender offer, being January 27, 2022, at fair value on a
non-recurring basis. Its fair value was determined through Level 3 inputs of the fair value hierarchy as determined by management and amounted to $18,030. The fair value of the preferred stock weighted the probabilities: a) that the Series B are not further exchanged for Preferred C shares,
and b) that the Series B are converted to Series C on the applicable conversion date. The fair value of the conversion option embedded in the Series C Preferred Shares was estimated using the Black & Scholes model. Moreover, the
Company’s valuation used the following assumptions: (a) stated dividend yields for the Series B preferred stock and Series C preferred stock, (b) cost of equity of 11.07%, based on the CAPM theory; (c) expected volatility of 77%,
(d) risk free rate of 1.66% determined by management using the applicable 5-year treasury yield as of the measurement date, (e) market value of common stock of $3.09 (which was the current market price as of the date of the fair value measurement) and (f) expected life of convertibility option of the Series C preferred shares to common shares of 4 years. The Company applied option moneyness scenarios and determined the aforementioned assumptions of volatility and expected life of the
convertibility option. The Company’s valuation determined that the exchange resulted in an excess value of the Series B preferred shares of $9,271,
or $11.68 per preferred share, as compared to the fair value of the common shares exchanged, that was transferred from the common
holders to the preferred holders on the measurement date, and that that value represented a deemed dividend to the preferred holders that should be deducted from the net income to arrive to the net income available to common stockholders
(Note 10). The fair value of the common shares exchanged on the measurement date of $8,759 was determined through Level 1 inputs of the fair value hierarchy (quoted market price on the date of the exchange).
Accordingly, in its assessment for the accounting of the Series C preferred stock, the Company has taken into consideration the provisions of ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and determined that the Series C preferred shares should be classified as permanent equity rather than temporary equity or liability. The Series C preferred stock was measured as of the date of their issuance, being October 17, 2022, at fair value on a non-recurring basis. Its fair value was determined through Level 3 inputs of the fair value hierarchy as determined by management and amounted to $26,809. The fair value of the preferred stock was estimated as the sum of two components: a) the “straight” preferred stock component, using the discounted cash flow model, and b) the embedded option component, using the Black & Scholes model. For this assessment, the Company’s valuation used the following assumptions: (a) stated dividend yield for the Series C preferred stock, (b) cost of equity of 10.38%, based on the CAPM theory; (c) expected volatility of 89%, (d) risk free rate of 4.23% determined by management using the applicable 5-year treasury yield as of the measurement date, (e) market value of common stock of $0.31 (which was the current market price as of the date of the fair value measurement), and (f) expected life of convertibility option of the Series C preferred shares to common shares of 4 years. The Company applied option moneyness scenarios and determined the aforementioned assumptions of volatility and expected life of the convertibility option. The Company’s valuation determined that the transaction resulted in an excess value of the Series C preferred shares of $6,944, or $5.28 per preferred share, as compared to the sum of the amount of $4,930 (being the carrying value of the amount applied by the Company as a prepayment to the loan facility with Mango) and the carrying value of the Series B preferred shares exchanged, that was transferred from the preferred Series B holders to the preferred Series C holders on the measurement date, and that that value represented a deemed dividend to the preferred Series C holders that should be deducted from the net income to arrive to the net income available to common stockholders. The carrying value of the Series B preferred shares exchanged by Mango on the measurement date was $14,935. As discussed above, the conversion price
adjustment clause of the Series C Preferred Shares provides for a reduction in the initial conversion price in case, subsequent to the issuance of the Series C preferred shares, any of the following, among others, happens: a)
upon stock dividend, split, or reverse stock split, or b) in case the Company issues equity securities at prices below the conversion price of the Series C preferred shares then in effect. The Company concluded that the feature mentioned
in b) above provides protection to investors in promising to give each Series C holder investor the lowest pricing available to any other investors, rather than protecting against true economic dilution, and accordingly, this feature
constitutes a down round feature. During 2022, the conversion price has been adjusted from $0.50 to $7.50, after the reverse stock split on November 15, 2022 and was further adjusted to $3.51 following the triggering of the down round feature in December 2022
because of the issuance of common shares through the ATM offering (as discussed below). From January 11, 2023, to January 26, 2023, because of the issuance of common shares through the ATM offering (as discussed below), the conversion price was seven times adjusted, and was gradually reduced to $2.60, and finally, on March 1, 2023, due to the registered direct offering (discussed below) the conversion price was further reduced to $1.36. To measure the effect of the down-round feature the Company performed fair value measurements as determined through Level 3 inputs of the fair value hierarchy by applying the same methodology as per initial fair value measurement for Series C preferred stock. For this assessment the Company updated
the Level 3 inputs as follows: (a) expected volatility in a range of 86.83% to 118.14% for the valuation of the instrument on the triggering dates, and (b)
expected life of convertibility option of the Series C preferred shares to common shares from 1 to 5 years. The Company applied option moneyness scenarios and
determined the aforementioned assumptions of volatility and expected life of the convertibility option. In this respect, the Company determined an aggregate measurement of the down round feature of $9,809, which was accounted for as a deemed dividend that should be deducted from the net income to arrive to the net income available to
common stockholders (Note 10).
(c) Compensation Cost on
Stock Option Awards: On January 1, 2021, the Company granted to its Chief
Financial Officer stock options to purchase 8,000 of the Company’s common shares as share-based remuneration. The stock
options, which were granted pursuant to, and in accordance with, the Company’s Equity Incentive Plan, have been approved by the Company’s board of directors, and have a term of five years. The exercise prices of the options are as follows: 2,000
shares for an exercise price of $150.00 per share, 1,667 shares for an exercise price of $187.50 per share, 1,333 shares for an exercise price of $225.00
per share, 1,000 shares for an exercise price of $300.00 per share, 1,000 shares for an exercise price of $375.00 per share, and 1,000
shares for an exercise price of $450.00 per share. Until June 30, 2023, 8,000 options were outstanding.
(d) Compensation Cost on Restricted Common Stock: On December 30, 2020, the Company’s Board of Directors approved an
amendment to the 2015 Equity Incentive Plan (or the “Plan”), to increase the aggregate number of shares issuable under the plan to 35,922 shares, and further approved 4,481
restricted common shares to be issued on the same date as an award to the Company’s directors. The fair value of the award was $320
and was calculated by using the share closing price of December 29, 2020. of the shares vested on December 30, 2020, and the remainder
vest ratably over three years
from the issuance date. As at June 30, 2023, 31,441 restricted common shares remained reserved for issuance under the Plan.
Following the resignation of four of the Company’s board members on February 28, 2022, the Company decided to accelerate the
vesting of any unvested shares on the date of their resignation as a severance benefit and the Company recognized the corresponding compensation cost during the first
quarter of 2022. During the six months ended June 30, 2023 and 2022, the aggregate compensation cost on restricted stock amounted to $26 and $80 respectively, and is included in General and
administrative expenses in the accompanying unaudited interim consolidated statements of operations. As at June 30, 2023 and December 31, 2022, the total unrecognized compensation cost relating to restricted share awards was $26
and $52, respectively.
During the six months
ended June 30, 2023 and 2022, the movement of the restricted stock cost was as follows:
As at June 30, 2023, the
weighted-average period over which the total compensation cost related to non-vested restricted stock, as presented above, is expected to be recognized, is 0.50 years.
(e) At The Market (“ATM”) Offering: On March 5, 2021, the Company entered
into an At The Market (or “ATM”) Offering Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which the Company could offer and sell, from time to time, up to an aggregate of $5,900 of its common shares, par value $0.01
per share. During the six months ended June 30, 2022, a total of 35,128 common shares were issued as part of the Company’s ATM offering, and the net proceeds received, after deducting underwriting commissions
and other expenses, amounted to $1,338. The Company terminated the specific ATM agreement effective August 23, 2022.
Furthermore, on
December 9, 2022, the Company entered into an At The Market (or “ATM”) Offering Agreement with Virtu Americas LLC (“Virtu”), as sales agent, pursuant to which the
Company could offer and sell, from time to time, up to an aggregate of $30,000 of its common shares, par value $0.01 per share. During 2022, a total of 140,379 common shares were issued as part of the Company’s ATM offering with Virtu, and the net proceeds received, after deducting underwriting
commissions and other expenses, amounted to $450. From January 1, 2023
and up to February 27, 2023, when the Company terminated its ATM agreement with Virtu, a total of 224,817 shares of the Company’s common stock were issued as part of the Company’s ATM offering, and the net proceeds received, after deducting underwriting commissions
and other expenses, amounted to $673.
(f) Equity Offerings of 2022: On June 1, 2022, the Company completed its underwritten public offering of 508,000 units at a price of $15.75
per unit. Each unit consists of one common share (or pre-funded warrant in lieu thereof) and one Class A warrant (the “June 2022 Warrants”) to purchase one common share and was immediately separated upon issuance. Each Class A warrant was immediately exercisable for one common share at an exercise price of $15.75
per share and has a maturity of five years from issuance and can be either physically settled or through the means of a
cashless exercise. The Company may at any time during the term of its warrants reduce the then current exercise price of each warrant to any amount and for any period of time deemed appropriate by the board of directors of the Company,
subject to terms disclosed in each warrants’ agreements. The warrants also contain a cashless exercise provision, whereby if at the time of exercise, there is no
effective registration statement, then the warrants can be exercised by means of a cashless exercise as disclosed in each warrants’ agreements. The Class A warrants and the pre-funded warrants do not have any voting, dividend or
participation rights, nor do they have any liquidation preferences. The Company had granted the underwriters a 45-day option
to purchase up to an additional 76,200 common shares and/or prefunded warrants and / or 76,200 Class A warrants, at the public offering price, less underwriting discounts and commissions. The offering closed on June 1, 2022, and the Company received net proceeds, after underwriting discounts and commissions and expenses, of $7,126 including the partial exercise of the over-allotment option by the underwriters of 59,366 Class A Warrants to purchase up to 59,366
common shares at $0.01 per share.
Furthermore, on July
18, 2022, the Company completed a direct offering of 1,133,333 common shares and warrants to purchase up
to 1,133,333 common shares (the “July 2022
Warrants”) at a concurrent private placement. The combined effective purchase price for one common share and one warrant to purchase one
common share was $5.25. Each warrant is immediately exercisable for one common share at an initial exercise price of $5.25
per share, and will expire in
from issuance. The offering closed on July 19, 2022, and the Company received net proceeds, after underwriting discounts and commissions and expenses, of approximately $5,271.
The July 2022 Warrants have similar terms to the June Warrants, with the only significant difference being the existence of an exercise price adjustment clause (discussed below), which was assessed by the Company as a down round
feature. Following to the registered direct offering of August 12, 2022 (discussed below) the July 2022
Warrants’ exercise price has been reduced to $4.75, and following the share issuances through the Company’s ATM offering in December 2022 (discussed in (f) above), the July 2022 Warrants’ exercise price has been reduced to $3.51 according to the terms of
the Form of Warrant. Furthermore, from January 11, 2023, to January 26, 2023, the July 2022 Warrant’s exercise price was seven times adjusted because of the issuance of common shares
through the ATM offering (discussed in (f) above), and was gradually reduced to $2.60, while on March 1, 2023, due to the registered direct offering (discussed in (g) below) their exercise price was further reduced to their floor price of $1.65.
Finally, on August
12, 2022, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to purchase 2,222,222 of its common shares and warrants to purchase 2,222,222 common shares (the “August 2022 Warrants”) at a price of $6.75 per common share and
accompanying warrant in a registered direct offering. The August Warrants are immediately exercisable, expire five years from the date of issuance, and had an initial exercise price of $6.75
per common share. The offering closed on August 16, 2022, and the Company received net proceeds, after deducting underwriting discounts and commissions and
expenses, of approximately $13,707.
The August
2022 Warrants have similar terms to the July 2022 Warrants, including the exercise price adjustment clause that constitutes a down-round
feature. Further to the share issuances through the Company’s ATM offering in December 2022 (discussed previously), the August 2022 Warrants’ exercise price has been reduced to $3.51, according to the terms of
the Form of Warrant. Furthermore, from January 11, 2023, to January 26, 2023, the August 2022 Warrant’s exercise price was seven times adjusted because of the issuance of common shares
through the ATM offering, and was gradually reduced to $2.60, while on March
1, 2023, due to the registered direct offering (discussed below) their exercise price was further reduced to their floor price of $1.65.
The exercise price adjustment clause of the July 2022 and August 2022 Warrants provides for a reduction in the warrants’ initial exercise price in
case the company, subsequent to the warrants issuance: a) issues equity securities at prices below the initial exercise price of the July 2022 and August 2022 Warrants, or b) the Company’s stock trades below the July 2022 and August 2022 Warrants’ exercise price during any of the five trading
sessions following the issuance of such equity securities. The Company concluded that the specific feature provides protection to investors in promising to give each warrant holder investor the lowest pricing available to any other
investors, rather than protecting against true economic dilution, and accordingly, this feature constitutes a down round feature. Following the Company’s registered offering in August
2022, the down round feature of the July 2022 Warrants was triggered. Consequently, the Company measured the value of the effect of the
feature as of the August 18, 2022, being the date that the down round feature was triggered and determined an approximate measurement of the down round feature of
$22, which was accounted for as a deemed dividend. Moreover, following the ATM offering with Virtu (discussed previously) and the registered Direct Offering of March 2023
(discussed below) during which common shares were issued, the down round features of the July 2022 and August 2022 Warrants were triggered. In this respect, during the six months ended June 30, 2023, the down round features were triggered on eight different dates, leading to
a combined effect of an approximate value of $256 and $533, for the July 2022 and the August
2022 Warrants, respectively, which were accounted for as deemed dividends. The deemed dividends resulting from the re-valuation of the July 2022
and August 2022 Warrants are deducted from the net income to arrive to the net income available to common stockholders (Note 10). The fair values of the warrants, that were assessed on the dates of triggering of the down-round features as discussed previously, were determined
through Level 3 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements, as they are derived by using significant unobservable inputs
such as historical volatility.
As of June
30, 2023, the Company had 11,439,272 common shares outstanding, and 4,122,921 common shares that potentially could be issued upon exercise
of the outstanding Class A Warrants, July Warrants and August Warrants as
at June 30, 2023.
(g) Registered Direct
Offering of March 2023: On March
3, 2023, the Company completed a registered direct offering of (i) 5,556,000 of its common shares, $0.01 par value per share, (ii) Series A Warrants to purchase up to 3,611,400 common shares and (iii) Series B Warrants to purchase up to 4,167,000
common shares directly to several institutional investors. Each Series A Warrant and each Series B Warrant are immediately exercisable upon issuance for one common share at an exercise price of $2.25 per share and expire five years after the issuance date. Both Series A and
Series B Warrants have similar terms with the Class A Warrants, with the only significant difference being the “alternative cashless exercise feature” included in the Series A Warrants. In particular, each Series A Warrant could become exchangeable for one common share beginning on
the earlier of 30 days following the closing of the Offering and the date on which the cumulative trading volume of the
Company’s common shares following the date of entry into a securities purchase agreement with the purchasers in this offering exceeds 15,000,000
shares. The alternative cashless exercise provisions were met on March 7, 2023. The
Company concluded that the Series B warrants met the criteria for equity classification while the alternative cashless exercise of the Series A Warrants, precludes the Series A Warrants from being considered indexed to the Company’s
stock. In this respect, the Company recorded the Series A Warrants as noncurrent liabilities under Fair value of warrants’ liability on the accompanying consolidated balance sheet, with subsequent changes in their respective fair values
recognized in line “Changes in fair value of warrants’ liability” in the accompanying unaudited interim consolidated statement of operations. Estimating fair values of liability-classified financial instruments requires the development of estimates that may, and are likely to, change over the
duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Because liability-classified financial instruments are carried at fair value, the Company’s financial results will reflect the volatility and changes in these estimates and assumptions. At closing, the Company received proceeds of $11,438, net of placement agent’s fees and
expenses. As of the date the Company completed the registered direct offering, the Company valued the Series A Warrants using the Black-Scholes model with a fair value of $1.11 per Series A Warrant or $4,008 in
aggregate, while the remaining gross proceeds of the offering amounting to $8,492 (net proceeds of $7,770) where allocated to common shares and Series B warrants with the residual value method. Issuance costs of $340 were expensed immediately in a prorated manner, taking into account the portion of the liability recorded at inception included in
Interest and finance costs in the accompanying unaudited interim consolidated statements of operations. As of June
30, 2023 the Company received notices of alternative cashless exercises for 3,164,850 Series A
Warrants for equal amount of common shares and marked the warrants to their fair value at the settlement date and then settling the warrant liability. As of June 30, 2023,
the Company re-valued 446,550 outstanding Series A Warrants using Black-Scholes model with a fair value of $353. The gain of $966
resulting from the change in the fair value of the liability for the unexercised warrants and the settlements of the liability throughout the period was recorded as a change in fair value of the warrant liability and is presented
in “Change in fair value of the warrant’s liability” in the accompanying consolidated statements of operations. The Series A Warrants fair value as of settlement and
measurement dates per discussion above, was determined through Level 2 inputs of the fair value hierarchy as determined by management. The fair value of the
Series A Warrants weighted the probability that the Series A Warrants are alternatively cashless exercised for common shares, while the Black & Scholes model was applied under the following assumptions: (a) expected volatility (d)
risk free rate (e) market value of common stock of, which was the current market price as of the date of each fair value measurement. Fair value sensitivity is driven by the stock price at the time of valuation and is limited in terms
of the other parameters. The aggregate amount of outstanding warrants Series A and Series B as of June 30, 2023, were 446,550 and 4,167,000, respectively.
(h) Share Buy-Back Plan: In April 2023, the Company’s Board of Directors
authorized a share repurchase program to purchase up to an aggregate of $2,000 of the Company’s common shares. During the six months ended June 30, 2023, the Company re-purchased 1,693,983 common shares of value $1,437.
(i) NASDAQ Notification: On April
18, 2023, the Company received written notification from NASDAQ, indicating that because the closing bid price of the Company’s common stock for 30
consecutive business days, from March 6, 2023 to April 17, 2023, was below the
minimum $1.00 per share bid price requirement for continued listing on The NASDAQ Capital Market, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance is 180 days, or until October 16, 2023. The Company intends to cure this deficiency within the prescribed time period.
|
Earnings / (Loss) per Share |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings / (Loss) per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings / (Loss) per Share |
All common shares issued (including the restricted shares issued under the equity incentive plan, or else) are the Company’s common stock and have equal rights to
vote and participate in dividends, subject to forfeiture provisions set forth in the applicable award agreements. Unvested shares granted under the Company’s incentive plan, or else, are entitled to receive dividends which are not refundable,
even if such shares are forfeited, and therefore are considered participating securities for basic and diluted earnings per share calculation purposes. For the six months ended June 30, 2023, the dividend declared and accrued in aggregate amounting to $951 to its Series B and Series C preferred stockholders, while for the six months ended June 30, 2022, the Company did not declare any dividends but the accrued dividends amount was $328. The calculation of basic earnings/ (loss) per share does not consider the non-vested shares as outstanding until the time-based vesting restrictions have
lapsed. The dilutive effect of share-based compensation arrangements and for unexercised warrants that are in-the money, is computed using the treasury stock method, which assumes that the “proceeds” upon exercise of these awards or warrants
are used to purchase common shares at the average market price for the period, while the dilutive effect of convertible securities is computed using the “if converted” method. In particular, for the preferred convertible stock that requires the payment of cash by the holder upon conversion, the proceeds assumed to be received shall be assumed to be applied to purchase common stock under the treasury
stock method and the convertible security shall be assumed to be converted under the “if-converted” method. For the six months ended June 30, 2023,
the computation of diluted earnings per share reflects i) the potential dilution from conversion of outstanding preferred convertible stock Series B and C,
calculated with the “if converted” method which resulted in 22,314,730
shares, and ii) the potential dilution from the exercise of warrants Series A (either exercised during the period end or outstanding) using the treasury stock method
which resulted in 767,745 shares and the deduction of $966, related to the changes in fair value of Series A warrants’ liability, from net income attributable to common stockholders.
For the six months ended June 30, 2023, securities that could potentially dilute basic loss per share in the future that were not included in the computation of diluted loss per share, because to do so would have
anti-dilutive effect, are any incremental shares resulting from the non-vested restricted share awards, all other outstanding warrants considered to be out of the
money (Class A Warrants, July Warrants, August Warrants and Series B Warrants) and the non-exercised stock options calculated with the treasury stock method. For the six months ended June 30, 2022, securities that could potentially dilute
basic loss per share in the future that were not included in the computation of diluted loss per share, because to do so would have anti-dilutive effect, are any incremental shares resulting from the non-vested restricted share awards,
Class A warrants considered to be out of the money and the non-exercised stock options calculated with the treasury stock method.
For the six months ended June 30, 2023, net income is significantly adjusted by a deemed dividend to the Series C preferred stockholders due to triggering of a
down-round feature of $9,809, (Note 9 (b)), by a deemed dividend to the holders of the July and August 2022 Warrants of $789 as a result of triggering of a down-round feature (Note 9 (f)), and also by an amount of $951 representing dividends on Series B and Series C Preferred Stock (Note 9 (b)), to arrive at the net income attributable to common equity holders.
For the six months ended June 30, 2022, net income is significantly adjusted by an amount of $9,271 representing deemed dividends on Series B preferred stock upon exchange of common stock (Note 9 (b)), and also by an amount of $328 representing dividends on Series B and Series C Preferred Stock (Note 9 (b)), to arrive at the net loss attributable to common equity holders.
The following table sets forth the computation for basic and diluted earnings (losses) per share:
|
Financial Instruments and Fair Value Disclosures |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments and Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments and Fair Value Disclosures |
The carrying values of temporary cash investments, accounts receivable and accounts payable approximate their fair value due to the short-term nature
of these financial instruments. The fair values of long-term bank loans approximate the recorded values, due to their variable interest rates. The fair value of the Series A warrants liability is measured at each reporting period end and at each settlement date using the Black
& Scholes model for the valuation of these instruments, as discussed above (Note 9). The Company is exposed to interest rate fluctuations associated with its variable rate borrowings and its objective is to manage the impact of
such fluctuations on earnings and cash flows of its borrowings. Currently, the Company does not have any derivative instruments to manage such fluctuations. During the six months ended June 30, 2023, the Company measured on a non-recurring
basis the fair values of the Series C Preferred Shares (as discussed above Note 9 (b)), July 2022 and August 2022 Warrants using Level 3 inputs of the fair value
hierarchy, before and after the triggering of the down round features. These valuations resulted:
As of June 30, 2023, the deemed dividend for the Company’s July 2022 Warrants and August 2022 Warrants that resulted from the fair value
measurement of the down round features of July 2022 and August 2022 Warrants amounted to $256 and $533, respectively, both triggered similarly to Series C Preferred Shares above (Note 9).
The Company recorded gain from the Series A warrants measured on non-recurring basis at settlement dates amounting of to $628 and on recurring basis as of each measurement date amounting of $338. The Series A Warrants fair value as of settlement and measurement dates per
discussion above (Note 9 (g)), was determined through Level 2 inputs of the fair value hierarchy as determined by management. As of March 31, 2023 and June 30, 2023, the Company measured on recurring basis the fair value of the
outstanding Series A Warrants at each measurement date of 1,021,800 and 446,550 Series A warrants, respectively, in the amount of $788
and $353, respectively. The Company measured on a non-recurring basis the fair value of Series A Warrants on each of the
respective exercise dates as follows:
During 2022, the Company measured on a non-recuring basis its newly-issued equity instruments on their appropriate measurement
dates, using Level 3 inputs of the fair value hierarchy. These valuations resulted:
|
Subsequent Events |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 | |||
Subsequent Events [Abstract] | |||
Subsequent Events |
(a) Share Buy-Back Plan: Subsequent to the balance sheet date and up to August 4, 2023, the Company
re-purchased and cancelled 164,493 common shares of gross value $146.
(b) Nordea Bank refinancing: On August 4, 2023, the Company refinanced the existing
outstanding loan including interest of the amount of $17,886 with Nordea bank which was initially entered to partially finance
the acquisition of the vessels “Blue Moon” and “Briolette” as discussed above (see Note 7), with a revolving credit in an aggregate amount not exceeding $20,000 at any one time and will pay arrangement fees of $140. The new loan has a duration of 5 years from the signing date of the agreement, it will be paid in quarterly installments of the amount of $833 with the
remaining amount of $3,340 to be paid on the maturity date and will bear variable interest at SOFR plus a fixed margin of
2.5% per annum.
|
General Information (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
General Information [Abstract] | |
Financial Statements Presentation |
The accompanying
unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information. Accordingly, they do not include all the information and notes
required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read in conjunction with the financial statements for the year ended December 31,
2022 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2023 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered
necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that might
be expected for the fiscal year ending December 31, 2023.
The consolidated
balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
|
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2023 | |
Significant Accounting Policies and Recent Accounting Pronouncements [Abstract] | |
Preferred Shares and Warrants Accounting |
Preferred Shares and Warrants Accounting: The Company
follows the provision of ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” to determine the classification of certain freestanding financial instruments as permanent equity, temporary equity or liability. The
Company, when assessing the accounting of the warrants, the pre-funded warrants, the Series B Preferred Shares and the Series C Preferred Shares takes into consideration ASC 480 to determine whether the warrants, the pre-funded warrants, the
Series B Preferred Shares and the Series C Preferred Shares should be classified as permanent equity instead of temporary equity or liability. The Company further analyses the key features of the warrants, the pre-funded warrants, the Series B
and Series C Preferred Shares to determine whether these are more akin to equity or to debt. In its assessment, the Company identifies any embedded features, examines whether these fall under the definition of a derivative according to ASC 815
applicable guidance or whether certain of these features affect the classification. In cases when derivative accounting is deemed inappropriate, no bifurcation of these features is performed. For those warrants meeting the classification of liability, the initial recognition is at fair value and are remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant
liabilities within the consolidated statements of operations. Upon settlement or termination, warrants classified as liabilities at fair value, are marked to their fair value at the settlement date and then the liability settled. The Company
values its warrants classified as liabilities using the Black-Scholes option pricing model.
|
Accounting Pronouncements - Adopted |
Accounting Pronouncements - Adopted
Reference Rate Reform (Topic 848):
In 2020, the Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in
accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. The Board included a sunset provision within
Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer
be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022—12 months after the expected cessation date of all currencies and tenors of LIBOR. In March
2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Because the current relief in Topic 848 may not
cover a period of time during which a significant number of modifications may take place the sunset date of Topic 848 was deferred from December 31, 2022, to December 31, 2024 with the issuance of ASU 2022-06 in
December 2022, after which entities will no longer be permitted to apply the relief in Topic 848. In addition, in January 2021, the FASB issued another ASU (ASU No. 2021-01) with respect to the Reference Rate Reform (Topic 848). The amendments in
this Update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. As of June 30, 2023, the Company has elected
one of the optional expedients provided in the standard that allows entities with contract modifications within the scope of Topic 470; for which the terms that are modified solely relate to directly replacing, or having the potential to replace,
a reference rate with another interest rate index, to account for the modification that meets the scope of paragraphs 848-20-15-2 through 15-3 as if the
modification was not substantial. That is, the original contract and the new contract shall be accounted for as if they were not substantially different from one another, and the modification shall not be accounted for in the same manner as a
debt extinguishment. The Company will continue to evaluate the potential impact of adopting the standards on its consolidated financial statements.
|
Revenue, Accounts Receivable and Provision for Credit Losses (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue, Accounts Receivable and Provision for Credit Losses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue from Charterers |
For the six months ended June 30, 2023 and 2022, charterers that accounted for more than 10% of the Company’s revenue, were as follows:
|
Advances for Vessel Under Construction and Other Vessels' Costs (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||
Advances for Vessel Under Construction and Other Vessels' Costs [Abstract] | |||||||||||||||||||||||||||||||||||||
Advances for Vessel Under Construction and Other Vessels' Costs |
Advances for vessel under construction and other vessels’ costs as of June 30, 2023 and December 31, 2022 consisted of the following:
|
Vessels, net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, net |
The amounts of Vessels, net, in the accompanying consolidated balance sheets are analyzed as follows:
|
Long-Term Debt (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt |
The amount of long-term debt shown in the accompanying consolidated balance sheets is analyzed as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturities of Debt Facilities |
As at June 30, 2023, the maturities of the drawn portions of the debt facilities described above, are as follows:
|
Commitments and Contingencies (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Office Rental Obligations |
The following table sets forth the Company’s undiscounted office rental obligations
as at June 30, 2023:
|
Changes in Capital Accounts (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Capital Accounts [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Movement of Restricted Stock Cost |
During the six months
ended June 30, 2023 and 2022, the movement of the restricted stock cost was as follows:
|
Earnings / (Loss) per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings / (Loss) per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation for Basic and Diluted Earnings (Losses) per Share |
The following table sets forth the computation for basic and diluted earnings (losses) per share:
|
General Information (Details) |
Nov. 15, 2022 |
---|---|
General Information [Abstract] | |
Reverse stock split ratio | 0.15 |
Revenue, Accounts Receivable and Provision for Credit Losses, Provision for credit Losses (Details) - USD ($) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
Dec. 31, 2022 |
|
Provision for Credit Losses [Abstract] | |||
Change in provision of estimated losses | $ (55) | $ 39 | |
Allowance for credit losses, writeoff | 0 | $ 38 | |
Cash Equivalents [Member] | |||
Provision for Credit Losses [Abstract] | |||
Allowance for estimated credit losses | 0 | $ 0 | |
Freight and Demurrage Receivables [Member] | |||
Provision for Credit Losses [Abstract] | |||
Allowance for estimated credit losses | 54 | 109 | |
Insurance Claims [Member] | |||
Provision for Credit Losses [Abstract] | |||
Allowance for estimated credit losses | $ 0 | $ 0 |
Vessels, net (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Jun. 30, 2022 |
|
Net Book Value [Abstract] | ||
Beginning balance | $ 236,679 | |
Ending balance | 241,402 | |
Vessel Acquisitions [Abstract] | ||
Payments for vessel improvements | 510 | $ 1,199 |
Vessels [Member] | ||
Vessels' Cost [Abstract] | ||
Beginning balance | 254,296 | |
Vessels' improvements transferred from other non-current assets | 450 | |
Vessels' improvements | 510 | |
Ending balance | 255,256 | |
Accumulated Depreciation [Abstract] | ||
Beginning balance | (17,689) | |
Depreciation | (7,133) | |
Ending balance | (24,822) | |
Net Book Value [Abstract] | ||
Beginning balance | 236,607 | |
Vessels' improvements transferred from other non-current assets | 450 | |
Vessels' improvements | 510 | |
Depreciation | (7,133) | |
Ending balance | 230,434 | |
Continuing Operations [Member] | P. Kikuma [Member] | ||
Vessel Acquisitions [Abstract] | ||
Payments for vessel improvements | $ 510 |
Long-Term Debt, Maturities of Debt Facilities (Details) $ in Thousands |
Jun. 30, 2023
USD ($)
|
---|---|
Principal Repayments [Abstract] | |
July 1, 2023 through June 30, 2024 | $ 16,012 |
July 1, 2024 through June 30, 2025 | 26,352 |
July 1, 2025 through June 30, 2026 | 11,298 |
July 1, 2026 through June 30, 2027 | 11,298 |
July 1, 2027 through December 31, 2027 | 55,042 |
Total | $ 120,002 |
Changes in Capital Accounts, Share Buy-Back Plan (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2023 |
Apr. 30, 2023 |
|
Share Buy-Back Plan [Abstract] | ||
Share repurchase program authorized amount | $ 2,000 | |
Repurchase of common stock (in shares) | 1,693,983 | |
Repurchase of common stock | $ 1,437 |
A98?@Z71J=6T&IZ+^B?/M9=7@Z58O?"8N_\0ALVHUH5U6JH5E?C
MW8RCC0?1@ :J-5&MA6KMA*G-EPI:N1*]&X;V8T:U'JJ9J-9/F-_8Q[RC$2U4
M&Z+:"-7&27.KETI%+793#&VEC&HS5)NCFA ),UPI% :[;
MBG:#6'K ] O4M)H'&_:9\@0.="4D(;[1#1*AI:)C:-,3;D>^E:&%L%#H7T#
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M,92@6Q-/2YR4@%C>.)XND$JOG[@@-H P+<>?;%G)9FN9(/B6R,\@ TETJ_IPM'H0>K*$0\EA(M" #N'&,PEA$%.M\8.E+(U S3U,&66("< H#/LF1C)P#GHN8YX+-'BD-9 DRABP=!276<'F<1!;!@6)RL4
MK)0H$@-+1&D=FQ70 N&)CGB@BM(R#T5]P#'PE1P>4-@3E(W35?= RU#SU5'_"747
ME4)9?2I.B'_IAJ'G0:^?/R#K<^5+DC? \?GB4VGR(<+4QPK18<4Z&353,&0I
MUW(*;U$GV"N0/*$,-%J9X*Z'=$PG0H+ #(XIUI*I1AB)MQT07G5 F M$,!S;
MG).["#OX.PB[D#=*3)6R)'L)R]E>$NOK!&PZ(JZCJY&8)_@W:WJLE@QR"9.I
M8)8>:=1+M..00LD[WIV=70X9H8I!&QOT9HB,@"RD#V(RY*Y%[81UL1L !$Z4
MNMXNQ@*L46'@U;=6D^G3]48QZZ7H&!753N\1)!@D%@5GT>:>E>6PS
ML^%:L$\<01-ZI!THP59560*RB"L-TJ,4A!]IIN*)B,0[/*V$S'B%9#.T=0!+
MU#SW[1HA+[K,1)V;ACIR!C>B:',>2OJ3[-)^:P@C8F(_BX53$L'Q3.WF6O^S
M4R+>.R4ZIT!(R $-Y92P[#EW:7QB/0RS6\LA$/NI+[&B$AFDDAJVEC$]UM5.
MQEA^I=V4Y_Q,,*^TIL&UTSD,I2B7TWA(6;!-L3B
-T/'G#WJ2->>+M3?YLS.S?MPOK#);\YU#X
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MH15\R[BR.F%+HPOF(&[>H#(/8#=%FGA'\6F<[/F(:/=)Q'BAZY*(AD?O9M.SL//=
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M!&>/+BZ2^6S*]F +E02/90YT@NT(-2@H*A>UO,F2+QDXB*VX80G7-9$.73BB-I'H1:M[G:G=+!J/9=\2 AJ^,-2WC_?B8IKW#R7UR4F9
M&2H0JB^6>$/FA: 76I4O46% (%3&G:?A.16IC
9AY\+'LQ&>&VDG&T1[_(W@
M]B^!??9L_VK\IQ-%O:=[!L%=[>P0',2S>#Y!?EI0/Q9:G;I$+2LWX&2';0>?
M=%#0S:D\6BBD8^#L6TL,M]8L6B!1H9=QZ$EJX>)_@L50V%N76G'P#U=O4SDF
M:X26?39:3%JIB:I(=CO.3!G]F3^ 9.?8);-56/Q*:4[;CH9/"38J\O?7EQ?3
M>M&KV+GYY:U+@UU(GZJFZVY$%@M%48&2(4+ ."VG?ILQA"A_(BI%N,] ES]!]T]V"Q*MW)(F2Y%\X0V63O&22
MEP2^Y7_(^W6SM\Y@.W]?TC?P75WF\R.^MBTO(*,XPQ9,!S1__2J^CCZ^H'8Y
MJ5V^Q)[OH -C@6#7BB.QK12.&"_ZDM"!*HX"E]^=+H\6\2IEW5P!F[76;\E7
M;@Y"62*A0EBT>+^BQ R3-SA.MZ';>^UP=H)9X[*"\0'X7FGMSHX?H&G]\[]0
M2P,$% @ "DD'5WP6D UY!@ WC !D !X;"]W;W)K .![+)E.GPY],MWL CJ"_;>Z%;?LV2DAR8))PA
M >N9MPAOXG!H ';&7P3VLG&-C)05Y]],XW,Z\P(3$5!(E*' ^F\'2Z#4,.DX
MOE>D7KVF 3:OG]@_6O%:S I+6'+Z-TE5-O,F'DIAC0NJ'OC^$U2"1H8OX53:
M7[2OY@8>2@JI>%Z!=00Y8>4__E$9T0!HGFY 5 &B8\#P&<"@ @Q^%C"L -9J
MOY1B?8BQPO.IX'LDS&S-9BZLF1:MY1-F[ONC$GJ4:)R:/\ .6 $7:)$DO&!*
MH@=(@.SPB@+"+$7W@N^(O 7>?;5R.O[5U[]Q?9/>[M\]<>8I'4*/Y5Y
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MM+H!(P?TIH)6Q@_)6ESAY^-/Y\_FO1>.V#?^)&836(.B0D2 5&/"R@?BO)">0N)QZRX =Y-$2YW=H:0FH)J*JIIJ*:C
MFH%J)JI9J&:CFH-J+JIYE=:\4K77O7#71Y<,4"U$M0C58E1+4"VEM';>U",!
M!N*1 %^GT^7VC92;1NX\9]]FA\M=Z$P 5%-0344U#=5T5#-0S40U"]5L5'-0
MS44UK]):)R3=*!GMG8\,^I/N&0G:YH]J$:K%J):@6DII[82HV_P'XJ[=@^.7
MSQ^Y+%[E[.Q >_A1344U#=5T5#-0S40U"]5L5',J[>C(9715#]5\5 M0+42U
M"-5B5$M0+:6T=M+4'?N# UD
MJ2TT8)J
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MHJB/.&W6U>9U=QIU>TXUGM]OR^E9LST]?P7??K_A8.]^BGQPFL0,A#FU/'^NY;FWEO53Z2:_-3./>N*=
MU9.+[.;'JMDYLTRN6C^5O6;7>B:QD,0$B
:CFHUJ :B&J1:@6HUJ":BFEM0.IGJ]P.?CPHAPZ
M;8\-&W89_