UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
(Mark One)
FORM 20-F
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ____________
Commission file number 001-37889
TOP SHIPS INC.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
20 Iouliou Kaisara Str 19002, Paiania Athens, Greece
(Address of principal executive offices)
Alexandros Tsirikos, (Tel) + 30 210 812 8107, info@topships.org
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2025, 4,626,197 shares of common stock, par value $0.01 per share, and 100,000 Series D Preferred Shares, par value $0.01 per share, were outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board
Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17
Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 1163)
F-2
Consolidated Balance sheets as of December 31, 2024 and 2025
F-3
Consolidated Statements of Comprehensive income for the years ended December 31, 2023, 2024 and 2025
F-4
Consolidated Statements of Stockholders’ equity for the years ended December 31, 2023, 2024 and 2025
F-5
Consolidated Statements of Cash flows for the years ended December 31, 2023, 2024 and 2025
F-6
Notes to consolidated financial statements
F-7
December 31,
2024
2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Trade accounts receivable (including $-and $112 to related party (Note 5))
Prepayments and other
Inventories
Total current assets
FIXED ASSETS:
Vessels, net (Note 4(a))
Other fixed assets, net
Total fixed assets
OTHER NON-CURRENT ASSETS:
Restricted cash (Note 7)
Investments in unconsolidated joint ventures (Note 16)
Total non-current assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 7)
Due to related parties(Note 5)
Accounts payable
Accrued liabilities
Unearned revenue
Current portion of Operating lease liabilities (Note 6)
Total current liabilities
NON-CURRENT LIABILITIES:
Non-current portion of long-term debt (Note 7)
Unearned revenue, non-current
Total non-current liabilities
COMMITMENTS AND CONTINGENCIES (Note 8)
Total liabilities
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01par value; 20,000,000 shares authorized; of which 100,000 Series D Shares were outstanding at December 31, 2024 and 2025 (Note 9)
Common stock, $0.01par value; 1,000,000,000 shares authorized; 4,626,197 shares issued and outstanding at December 31, 2024 and 2025 (Note 9)
Additional paid-in capital
Accumulated other Comprehensive Income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OFCOMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023, 2024 and 2025
2023
Revenues (including $8,943, $8,967 and $8,943respectively, from related party) (Note 17 & 5)
EXPENSES:
Voyage expenses (including $1,037, $1,040 and $1,015respectively, to related party) (Note 11)
Operating lease expense (Note 6)
Vessel operating expenses (including $42, $46 and $11respectively, to related party) (Note 11)
Dry-docking costs
Vessel depreciation (Note 4)
Management fees-related parties (Note 5)
General and administrative expenses (including $5,360, $6,360 and $6,360 respectively, to related party) (Note 5)
Operating income
OTHER EXPENSES:
Interest and finance costs (Note 12)
Equity (loss)/gain in unconsolidated joint ventures
Total other expenses, net
Net income
Less: Preferred shares dividend (Note 15)
Net (loss) /income attributable to common shareholders
(Loss)/Earnings per common share, basic and diluted (Note 10)
CONSOLIDATED STATEMENTS OF MEZZANINE ANDSTOCKHOLDERS’ EQUITY
(Expressed in thousands of U.S. Dollars – except number of shares and per share data)
# of
shares
Mezzanine
Equity
Par
Value
to common
stockholders
stockholder’s
equity
BALANCE, December 31, 2022
Net Income
Redemption of fractional shares due to reverse stock split
Conversion of Series E Shares (Note 15)
Deemed dividend on Series E Shares conversion (Note 15)
Dividends of preferred shares (Note 15)
Exercise of warrants, net of fees
Redemptions of preferred shares (Note 15)
BALANCE, December 31, 2023
CONSOLIDATED STATEMENTS OFCASH FLOWS
(Expressed in thousands of U.S. Dollars)
Cash Flows from Operating Activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Vessel depreciation
Equity losses/(gains) in unconsolidated joint ventures
Dividends from cumulative earnings of joint venture
Amortization and write off of deferred financing costs and debt discounts
(Increase)/Decrease in:
Trade accounts receivable
Increase/(Decrease) in:
Due to related parties
Other non-current liabilities
Net Cash provided by Operating Activities
Cash Flows used in Investing Activities:
Advances for vessels under construction (Note 4(b))
Net proceeds from vessel/vessel construction contract sales (Note 5)
Cash Flows from Financing Activities:
Proceeds from debt
Principal payments and prepayments of debt
Proceeds from issuance of common stock
Equity offering issuance costs
Payment of financing costs
Net Cash used in Financing Activities
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of the year
Cash breakdown
Restricted cash, current
Restricted cash, non-current
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid, net of capitalized interest
Finance fees included in Accounts payable/Accrued liabilities/Due to related parties
1.
Basis of Presentation and General Information:
The consolidated financial statements include the accounts of Top Ships Inc. (formerly Top Tankers Inc. and Ocean Holdings Inc.) and its wholly owned subsidiaries (collectively the “Company”). Ocean Holdings Inc. was formed on January 10, 2000, under the laws of Marshall Islands and was renamed to Top Tankers Inc. and Top Ships Inc. in May 2004 and December 2007, respectively. The Company is an international provider of worldwide oil, petroleum products, chemicals and passenger recreational transportation services.
As of December 31, 2025, the Company was the sole owner of all outstanding shares of the following subsidiary companies, other than the twoShipowning Companies that were distributed to Rubico Inc. The following list is not exhaustive as the Company has other subsidiaries relating to vessels that have been sold and that remain dormant for the periods presented in these consolidated financial statements as well as intermediary companies that own shipowning companies that are 100% subsidiaries of the Company.
Companies
Date of
Incorporation
Country of
Activity
1
Top Tanker Management Inc.
May 2004
Marshall Islands
Management company
Wholly owned Shipowning Companies (“SPC”) with
vessels under operating lease during years ended
December 31, 2023, 2024 and 2025
Vessel
End of operating lease
South California Inc.
January 2018
Eco Bel Air
December 15, 2025
2
Malibu Warrior Inc.
Eco Beverly Hills
December 22, 2025
Wholly owned SPCs with vessels in operation during
years ended December 31, 2023, 2024 and 2025
Delivery Date
PCH Dreaming Inc.
Eco Marina Del Rey
March 2019
Roman Empire Inc.
February 2020
Eco West Coast
March 2021 (Distributed to
Rubico Inc. on August 1, 2025)
3
Athenean Empire Inc.
Eco Malibu
May 2021 (Distributed to
Wholly owned SPCs with vessels under construction during
the year ended December 31, 2025
Roman Explorer Inc
September 2023
Hull No 158
Q2 2027 (sold in March 31, 2026)
As of December 31, 2023, 2024 and 2025, the Company was the owner of 50% of outstanding shares of the following companies.
SPC
Built Date
California 19 Inc.
May 2019
Eco Yosemite Park
March 2020
California 20 Inc.
Eco Joshua Park
On September 29, 2023, the Company effected a 1-for-12 reverse stock split of its common stock. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares, or the number of votes of the Company’s Series D, E and F Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company’s warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares, in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-12 reverse stock split.
2.
Significant Accounting Policies:
(a)
Principles of Consolidation: The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts and operating results of Top Ships Inc. and its subsidiaries referred to in Note 1. Intercompany balances and transactions have been eliminated on consolidation. Non-controlling interests are stated at the non-controlling interest’s proportion of the net assets of the subsidiaries where the Company has less than 100% interest. Subsequent to initial recognition the carrying amount of non-controlling interest is increased or decreased by the non-controlling interest’s share of subsequent changes in the equity of such subsidiaries. Total comprehensive income is attributed to a non-controlling interest even if this results in a deficit balance. Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions and the carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect these changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
Description
Useful Life (years)
Cars
Office equipment
Furniture and fittings
Computer equipment
Operating lease- The Company as a lessee: The Company recognizes right-of-use assets (“ROU”) and corresponding lease liabilities for its operating leases. ROU assets and liabilities are recognized at the commencement date of an arrangement based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any lease payments made to the lessor prior to lease commencement, less any lease incentives, and initial direct costs incurred. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
3.
Going Concern:
At December 31, 2025, the Company had a working capital deficit of $15,509 which included an amount of $3,228 relating to pre-collected revenue and is included in Unearned revenue in the accompanying consolidated balance sheets. This amount represents a current liability that does not require future cash settlement. For the year ended December 31, 2025, the Company realized net income of $3,086 and generated cash flow from operations of $26,431. In addition, as of the date of issuance of these financial statements and for the next 12 months, the Company had contractual commitments for the Newbuilding Tankers it had contracted to acquire (see Note 8 and 19) of $4,520, out of which for $3,842 the Company has secured financing for (see Note 8 and 19). Furthermore, the Company has additional contractual obligations to Central Mare as the seller of the Newbuilding Tankers as of the date of issuance of these financial statements amounting to $19,593, up to April 15, 2026, for which under certain circumstances Central Mare can demand the payment of any outstanding installment in the form of newly-issued Series G Preferred Shares (Note 19).
4.
(a) Vessels, net:
The amounts in the consolidated balance sheets are analyzed as follows:
Vessel Cost
Accumulated
Depreciation
Net Book Value
Balance, December 31, 2023
— Depreciation
Balance, December 31, 2024
— Additions
Balance, December 31, 2025
As of December 31, 2025 title of ownership is held by the relevant lenders in respect of vessels with a carrying value of $241,857 to secure the relevant sale and lease back financing transactions and in the case of vessels financed via bank loans a vessel with a carrying value of $26,609 has been mortgaged as security under its respective loan facility.
(b) Advances for vessels under construction:
An analysis of Advances for vessels under construction is as follows:
5.
Transactions with Related Parties:
The fees charged by and expenses relating to Central Mare for the years ended December 31, 2023, 2024 and 2025 are as follows:
Year Ended December 31,
Presented in:
Executive officers and other personnel expenses
General and administrative expenses – Consolidated statements of comprehensive income
Total
(b) Central Shipping Inc (“CSI”) – Letter Agreement and Management Agreements: On January 1, 2019, the Company entered into a letter agreement with CSI (“CSI Letter Agreement”), a related party affiliated with the family of Evangelos J. Pistiolis and between January 1, 2019 and September 8, 2021 the Company entered into management agreements, or Management Agreements, between CSI and the Company’s vessel-owning subsidiaries. The CSI Letter Agreement can only be terminated subject to an eighteen-month advance notice, subject to a termination fee equal to twelve months of fees payable under the CSI Letter Agreement.
Pursuant to the CSI Letter Agreement, as well as the Management Agreements concluded between CSI and the Company’s vessel-owning subsidiaries, the Company pays a management fee of $670per day per vessel for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three monthsbefore the vessel is scheduled to be delivered by the shipyard. In addition, the Management Agreements provide for payment to CSI of: (i) $609per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels and (iv) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI also performs supervision services for all of the Company’s newbuilding vessels while the vessels are under construction, for which the Company pays CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.
CSI provides, at cost, all accounting, reporting and administrative services. Finally, the CSI Letter Agreement provides for a performance incentive fee for the provision of management services to be determined at the discretion of the Company’s Board of Directors. The management agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the management agreements, all fees payable to CSI are adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year. If CPI is less than 2% then a 2% increase is effected and if CPI is more than 5%, then a 5% increase is effected. On September 15, 2021 the Company entered into an amendment to the CSI Letter Agreement, whereby the payment for the already agreed commission for sale and purchase of vessels in the case of the purchase of a vessel under construction is denoted as “Newbuilding vessels monitoring fee” and is payable as follows: 25% of the commission on the purchase of the newbuilding construction contract, 25% of the commission on the steel cutting of the newbuilding vessel, 25% of the commission on launching of the newbuilding vessel and 25% of the commission on the delivery of the newbuilding vessel to the Company (“steel cutting” and “launching” are newbuilding vessel construction milestones, evidenced by notices received by the shipyard).
As of December 31, 2024 and 2025, the amounts due from/(to) CSI were $480 and $(437) respectively and are presented in Due to related parties and due from related parties, respectively, on the consolidated balance sheets.
The fees charged by and expenses relating to CSI for the years ended December 31, 2023, 2024 and 2025 are as follows:
Management fees
Management fees – related parties – Consolidated statements of comprehensive income
Superintendent fees
Vessel operating expenses – Consolidated statements of comprehensive income
Capitalized in Vessels, net – Balance sheet
Accounting and reporting cost
Commission for sale and purchase of vessels
Management fees – related parties – Consolidated statement of comprehensive income
Newbuilding vessels monitoring fee
Financing fees
Net in Current and Non-current portions of long-term debt – Balance sheet
Commission on charter hire revenue
Voyage expenses - Consolidated statements of comprehensive income
(c) Issuance and conversion of Series E Shares: On March 29, 2019 the Company entered into a stock purchase agreement with Family Trading Inc (“Family Trading”), a related party owned by the Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis, pursuant to which the Company exchanged the outstanding principal, fees and interest of the Further Amended Family Trading Credit Facility with 27,129 Series E Shares (defined below, also see Note 15). For the year ended December 31, 2023, the Company declared dividends of $1,001 to the holder of the Series E Shares. On December 6, 2023, the Company received a conversion notice for the conversion of all the outstanding Series E Shares (13,452shares) into 2,930,718 of the Company’s common shares (see Note 15).
(d) Charter Party with Central Tankers Chartering Inc (“CTC”): On January 6, 2021 the Company acquired a shipowning company from an entity affiliated with Mr. Evangelos J. Pistiolis that owned M/T Eco Oceano CA which was party to a time charter, with CTC an entity affiliated with Mr. Evangelos J. Pistiolis, for a firm duration of five years at a gross daily rate of $32,450, with two optional years at $33,950 and $35,450 at CTC’s option. On February 22, 2022, the Company amended the previously agreed time charter with CTC and increased its firm period from 5 years to 15 years and reduced the daily rate from $32,450to $24,500. On December 31, 2025, the Company further amended the time charter with CTC to increase the daily rate to $30,000 from $24,500 with its firm period being amended to expire on December 31, 2030. As part of the amendment, CTC now has a purchase option exercisable only in February 2027 at an amount of $70,000. Both amendments were approved by a special committee of the Company’s board of directors, of which all of the directors were independent, after obtaining a fairness opinion from an independent financial advisor. The time charter commenced on the date of delivery. For the years ended December 31, 2023, 2024 and 2025 the CTC charter generated $8,943, $8,967 and $8,943 of revenue presented in Time charter revenues in the accompanying consolidated statements of comprehensive income. As of December 31, 2024 and 2025, amounts due from CTC amounted to $- and $112. This amount related to the worth of EUAs that were due from CTC.
(e) Personal Guarantees by Mr. Evangelos J. Pistiolis and Related Amendments to the Series D Preferred Shares: As a prerequisite for the Navigare Lease (defined below, see Note 6), Mr. Evangelos J. Pistiolis personally guaranteed the performance of the bareboat charters connected to the lease and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided and the Company amended the Certificate of Designations governing the terms of the Series D Preferred Shares (see Note 9), to adjust the voting rights per share of Series D Preferred Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust does not fall below a majority of the Company’s total voting power, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. This personal guarantee came into effect in case 120 days had passed and the Company was still unable to pay down all amounts due under the Navigare lease, with the exception of amounts due to Navigare due to a total loss, where in this case the personal guarantee would cover an amount equal to all unpaid charter hire and a further amount equivalent to all future charter hire that would have accrued from the date of the total loss up to the end of the charter period and was callable 200 days after the date of the total loss. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by our Board of Directors, including all three independent directors. Subsequent to the expiration of the Navigare Lease on December 22, 2025, the amendment to the Certificate of Designations adjusting the voting rights per share of the Series D Preferred Shares was automatically terminated, and the voting rights of the Series D Preferred Shares reverted to their pre-amendment terms.
(f) Issuance of Series F Shares: On January 17, 2022, the Company entered into a stock purchase agreement with Africanus Inc., an affiliate of Evangelos J. Pistiolis for the sale of up to 7,560,759 newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Shares”, see Note 15). The issuance of the Series F Shares was approved by a committee of the Company’s board of directors, of which all of the directors were independent. In December 2022, 100% of Africanus Inc shares were transferred to 3 Sororibus Trust, which is an irrevocable trust established for the benefit of certain family members of Mr. Pistiolis. For the years ended December 31, 2023, and 2024 the Company declared dividends of $5,009 and $0 respectively. On February 6, 2024, the Company redeemed the remaining 3,659,627 Series F Shares for $43,916. As of December 31, 2024, there were no dividends due to Africanus Inc.
(g) Short-term loan to Rubico (“Rubico Bridge Loan”): On November 7, 2025, the Company extended an unsecured short-term credit facility of $9,000 used by Rubico to facilitate the refinancing of its fleet. The facility bore interest of 6.0% per annum, an arrangement fee of 2.0% and a prepayment fee of 1.0% in case that Rubico prepaid the outstanding balance before its original maturity of 90 days after the drawdown date. Rubico prepaid the outstanding amount of $9,000 on November 12, 2025, together with interest, arrangement fee and prepayment fee. Related party interest income, arrangement fee and prepayment fee for the year ended December 31, 2025, incurred in connection with this credit facility, amounted to $7, $180 and $90 respectively and are included in interest income in the accompanying consolidated statements of comprehensive income. As of December 31, 2025, there were nointerest, arrangement fees nor prepayment fees due from Rubico Inc. As of December 31, 2025, the amount due to Rubico was $139 and was presented in Due to related parties, on the consolidated balance sheets.
(h) Executive bonus: On December 10, 2023 and on October 9,2024, the Company’s compensation committee comprising of independent directors suggested and the board of directors granted to Mr. Evangelos J. Pistiolis a bonus of $5,000 and $4,000 respectively which is included in “General and administrative expenses” in the accompanying consolidated statements of comprehensive income. On January 23, 2025, the Company’s compensation committee comprising of independent directors suggested and the board of directors granted to Mr. Evangelos J. Pistiolis an additional bonus of $2,000 for the year 2024, which is also included in “General and administrative expenses” in the accompanying consolidated statements of comprehensive income for the year ended December 31, 2024. An amount of $2,000 was due to Mr. Evangelos J. Pistiolis and such amount was included in Due to related parties in the accompanying consolidated balance sheets as of December 31, 2024. The amount of $2,000has been fully settled as of December 31, 2025. On October 17, 2025, the compensation committee suggested and the board of directors granted a bonus of $6,000 to Mr. Evangelos J. Pistiolis for the year 2025, which is included in “General and administrative expenses” in the accompanying consolidated statements of comprehensive income for the year ended December 31, 2025. As of December 31, 2025, the amount of $6,000 has been fully settled.
(i) Advances for Asset Acquisition to Related Party: On November 21, 2025 the Company entered into a non-binding letter of intent (“2025 No-Shop LOI”) with Mr. Evangelos J. Pistiolis for the potential acquisition of certain residential real estate assets in Dubai from a company affiliated with Mr. Evangelos J. Pistiolis, whereby the latter granted the Company an exclusive right and an option to acquire all or a portion of a portfolio of assets with an estimated aggregate market value in excess of $200 million. The purchase price on exercise of the option with respect to any of the properties will be at a 10% discount to their respective fair market values as determined by two independent appraisals. The consideration for the 2025 No-Shop LOI was $23,500 (the “2025 No-Shop-LOI Consideration”) that will be credited against the acquisition price or refunded to the extent the Company does not elect to exercise the purchase option. As of December 31, 2025, $11,500 of the 2025 No Shop LOI Consideration was settled and the remaining $12,000 was settled on January 5, 2026. The purchase option had an expiration period of 90 days after the payment of the 2025 No-Shop-LOI Consideration and was subsequently extended up to May 31, 2026. As of December 31, 2025, the $11,500 from the 2025 No-Shop-LOI Consideration paid is presented under Advances for asset acquisitions to related party in the accompanying consolidated balance sheets. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by a special committee of our Board of Directors, consisting of all three of our independent Directors, after obtaining a fairness opinion from an independent financial advisor. In connection with the balance presented under Advances for asset acquisitions to related party in the accompanying consolidated balance sheets as of December 31, 2024, please see Note 1.
(j) Personal Guarantee for HSBC loan: On January 15, 2024, the Company entered into a bridge loan with HSBC Private Bank (Suisse) SA (“HSBC”) (Note 7). As a prerequisite for granting the loan to the Company, HSBC requested a personal guarantee from Mr. Evangelos J. Pistiolis, which he provided in exchange for an arrangement fee of 1.00%. Since the loan was drawn-down and shortly after repaid, the Company accelerated the amortization of this arrangement fee that resulted in an expense of $280, included in Interest and finance costs in the accompanying consolidated statements of comprehensive income.
6.
Leases
A. Lease arrangements, under which the Company acts as the lessee
Bareboat Chartered-in Vessels:
The Company treated the Navigare lease as an operating lease. An operating lease ROU asset amounting to $45,765 was recognized at the inception of the lease together with a lease liability of $43,759 based on the present value of lease payments over the lease term. The operating lease ROU asset also included initial direct costs of $1,666 and deferred losses from the sale of the vessels of $340. The discount rate used to calculate the present value of lease payments was calculated by taking into account the original lease term and lease payments and was estimated to be 6.72% (same as the weighted average rate), which was the Company’s estimated incremental borrowing rate, that reflected the interest the Company would have to pay to borrow funds on a collateralized basis over a similar term and similar economic environment. Losses from the sale of these two vessels and initial direct costs which were included in the respective ROU assets were amortized on a straight-line basis over the duration of the lease and were included in operating lease expense in the statement of consolidated income. The cash paid for operating leases with original terms greater than 12 months was $10,039 and $6,950 for the years ended December 31, 2024 and 2025 respectively. The revenue generated from vessels under operating leases with original terms greater than 12 months was $16,831 and $16,782 for the years ended December 31, 2024 and 2025 respectively.
The abovementioned sale and leaseback transactions for M/T Eco Beverly Hills and M/T Eco Bel Air expired on December 22 and December 15, 2025,respectively.
Finally, the maintenance deposit asset of $2,000 had also been classified as current as of December 31, 2024 (for each of the M/Ts Eco Bel Air and Eco Beverly Hills the buyer withheld $1,000 as a maintenance deposit, accounted for as a deposit asset, to be released at the end of the lease term). As of December 31, 2025, the total maintenance deposit of $2,000 has been returned to the Company.
B. Lease arrangements, under which the Company acts as the lessor
Charter agreements:
During the year ended December 31, 2025, the Company operated one vessel (M/T Marina Del Rey) under a time charter with Weco Tankers A/S, another vessel (M/T Eco Oceano CA) with CTC, two vessels (M/T Eco West Coast and M/T Eco Malibu) with Clearlake Shipping Pte Ltd and four vessels (M/T Eco Bel Air, M/T Eco Beverly Hills, M/T Julius Caesar and M/T Legio X Equestris) under time charters with Trafigura.
Future minimum time-charter receipts of the Company’s vessels in operation as of December 31, 2025, based on commitments relating to non-cancellable time charter contracts as of December 31, 2025, are as follows:
Year ending December 31,
Time Charter receipts
2026
2027
2028
7.
Debt:
The amounts in the consolidated balance sheets are analyzed as follows (facility names defined below):
Financier / Vessel(s)
Total long-term debt:
Total long-term debt
Less: Deferred finance fees
Total long-term debt net of deferred finance fees and debt discounts
Presented:
Current portion of long-term debt
Long-term debt
The majority of the below sale and leaseback agreements (“SLB”s) contain, customary covenants and event of default clauses, including cross-default provisions and restrictive covenants.
All the below SLBs are secured mainly by the following:
•
Ownership of the vessel financed;
Cross-default covenants, in the case where one bank finances more than one vessel;
Assignment of insurances and earnings of the vessel financed;
Specific assignment of any time charters of the vessel financed with duration of more than 12 months;
Corporate guarantee of Top Ships Inc.;
Pledge of the shares of the relative shipowning subsidiary;
Pledge over the earnings account of the vessel financed.
On June 29, 2018 the Company entered into an SLB and a five-year time charter with Cargill, a non-affiliated party, for its newbuilding vessel M/T Eco Marina Del Rey delivered in March 2019. Consummation of the SLB took place on the vessel’s delivery date. Following the sale, the Company bareboat chartered back the vessel at a bareboat hire rate of $8,600 per day and simultaneously the vessel commenced its five-yeartime charter with Cargill. As part of this transaction, the Company had the obligation to buy back the vessel at the end of the five-yearperiod for $22,680. The gross proceeds from the sale were $32,387.
The facility also contained a fair value appreciation sharing provision, whereby the Company had to share with Cargill 25% of the excess of the fair market value of the vessel over a predetermined amount amortized on a daily basis to the facility’s maturity or to when the vessel was sold. As a result of Cargill’s entitlement to participate in the appreciation of the market value of the vessel and the significant increase in tankers’ fair values as of December 31, 2022 compared to December 31, 2021, the Company recognized a participation liability of $3,271 as of December 31, 2022, presented in “Vessel fair value participation liability” in the consolidated balance sheets, with a corresponding debit to a debt discount account, presented contra to the loan balance, broken down to current and non-current long-term debt accordingly. Due to the fact that tanker values continued to increase throughout 2023, the Company increased that participation liability by $1,729 to $5,000 during the year ended December 31, 2023 and since the facility matured in 2024, such participation liability was presented under current liabilities. During the years ended December 31, 2023 and 2024, the Company amortized $3,537 and $1,419 of that Debt discount, such amortization presented in Interest and finance costs in the consolidated statements of comprehensive income. The Company purchased the vessel on May 1, 2024, for $22,671 and also settled the Fair value participation (that as of the date of the purchase was $4,956) with funds from the 2nd CMBFL Facility (see below).
The SLB with Cargill was accounted for as a financing transaction, as control remained with the Company and as such the M/T Eco Marina Del Rey was recorded as an asset on the Company’s balance sheet. In addition, the Company had an obligation to repurchase the vessel.
1st CMBFL Facility
The consideration from the 1st CMBFL Facility amounted to $125,000 ($62,500 per vessel) and the SLBs had similar customary covenants and event of default clauses as the SLBs that preceded them with CMBFL. Under the HSBC Bridge Loan the Company drew down $20,000 on January 16, 2024 for the purchase of M/T Julius Caesar that were repaid on January 18, 2024 and another $8,000 on January 23, 2024 for the purchase of M/T Legio X Equestris that were repaid on January 25, 2024. The HSBC Bridge Loan was for a maximum amount of $24,000 at any time, carried an interest of 3% plus term SOFR and was guaranteed by Mr. Evangelos J. Pistiolis, for which guarantee Mr. Evangelos J. Pistiolis charged the Company a 1% fee on the amounts drawn down. The Company purchased M/Ts Julius Caesar and M/T Legio X Equestris on October 17, 2025 and October 24, 2025, respectively, for $58,155 each, with funds from the New Huarong Facility (see below) and the Company accelerated the amortization of deferred finance fees of $2,667 and also incurred purchase fees of $1,032 for each vessel.
The 1stCMBFL Facility was accounted for as a financing transaction, as control remained with the Company and the two vessels were recorded as assets on the Company’s balance sheet. In addition, the Company had continuous options to repurchase the vessels, at prices expected to be below fair value. Finally, the Company treated the 1st CMBFL Facility as a debt modification (refinancing) of the previously entered facility with CMBFL.
Scheduled Principal Repayments: The Company’s annual principal payments required to be made after December 31, 2025, on its debt obligations, are as follows:
Years
December 31, 2026
December 31, 2027
December 31, 2028
December 31, 2029
December 31, 2030 and thereafter
As of December 31, 2024 and 2025, the Company was in compliance with all covenants with respect to its credit facilities. The fair value of debt outstanding on December 31, 2025, after excluding unamortized financing fees, approximates its carrying amount due the fact that it has variable interest rates (SOFR and Euribor).
Financing Costs: The net additions in deferred financing costs amounted to $3,024and $1,807 during the years ended, December 31, 2024 and 2025 respectively.
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. As part of the normal course of operations, the Company’s customers may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.
Other than the cases mentioned above, the Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business.
On December 10, 2020, the Company entered into a corporate guarantee agreement with Alpha Bank of Greece (which was amended on February 2, 2022) in respect of the obligations of its 50% subsidiaries, California 19 Inc. and California 20 Inc., under the Loan Agreement dated March 12, 2020, which was further amended on September 27, 2024 (Note 16) to increase the drawdown amount to $30,000 per company, for a total loan facility as at the time of said amendment of $60,000 ($55,000 as of December 31, 2025) pursuant to which the Company guarantees up to 50% of the aggregate outstanding liability, for the financing of M/T Eco Yosemite Park and M/T Eco Joshua Park (the “Alpha Corporate Guarantee”). The Company assigns zero probability of default to the said loan agreements and hence has not established any provisions for losses relating to this matter.
Environmental Liabilities:
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the consolidated financial statements.
9.
Common and Preferred Stock, Additional Paid-In Capital and Dividends:
Reverse stock split:On September 29, 2023 the Company effected a 1-for-12 reverse stock split of its common stock. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series E Shares, or the number of votes of the Company’s Series D, E and F Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company’s warrants, exercise price of said warrants and conversion prices of the Company’s Series E Shares in these consolidated financial statements have been retroactively adjusted to reflect this 1-for-12 reverse stock split.
Series D preferred shares: On May 8, 2017, the Company issued 100,000 shares of Series D preferred shares (the “Series D shares”) to Tankers Family Inc., a company controlled by the Lax Trust for one thousand dollars ($1,000) pursuant to a stock purchase agreement. The Series D shares are not convertible into common shares and each Series D share has the voting power of 1,000 common shares. The Series D shares have no dividend or distribution rights and shall expire and all outstanding Series D shares shall be redeemed by the Company for par value on the date that any financing facility with any financial institution, which contains covenants requiring that any member of the family of Mr. Evangelos J. Pistiolis to maintain a specific minimum ownership or voting interest (either directly and/or indirectly through companies or other entities beneficially owned by any member of the Pistiolis family and/or trusts or foundations of which any member of the Pistiolis family are beneficiaries) of the Company’s issued and outstanding common shares, respectively, are fully repaid or reach their maturity date. The Series D shares shall not be otherwise redeemable and upon any liquidation, dissolution or winding up of the Company, the Series D shares shall have a liquidation preference of $0.01 per share. Currently the New Huarong Facility as well as the Alpha Corporate Guarantee have similar provisions that are satisfied via the existence of the Series D Shares. As a prerequisite for the Navigare Lease, Mr. Evangelos J. Pistiolis guaranteed the performance of the bareboat charters, under certain circumstances, and in exchange, the Company agreed to indemnify him for any losses suffered as a result of the guarantee provided and in addition, the Company amended the Certificate of Designation governing the terms of the Series D Shares, to adjust the voting rights per share of Series D Shares such that during the term of the Navigare Lease, the combined voting power controlled by Mr. Evangelos J. Pistiolis and the Lax Trust would not fall below a majority of the total voting power of the Company, irrespective of any new common or preferred stock issuances, and thereby complying with a relevant covenant of the bareboat charters entered in connection with the Navigare Lease. Due to the related party nature of the transactions involving Mr. Evangelos J. Pistiolis, such transactions were unanimously approved by the Company’s Board of Directors, including all threeindependent directors. Subsequent to the expiration of the Navigare Lease on December 22, 2025, Mr. Evangelos J. Pistiolis’s personal guarantee ceased being in effect and hence the amendment to the Certificate of Designations of the Series D shares adjusting the voting rights per share of the Series D Preferred Shares was automatically terminated, and the voting rights of the Series D Preferred Shares reverted to their pre-amendment terms.
10.
(Loss)/Earnings Per Common Share:
All shares issued are included in the Company’s common stock and have equal rights to vote and participate in dividends and in undistributed earnings.
The components of the calculation of basic and diluted (loss)/earnings per share for the years ended December 2023, 2024 and 2025 are as follows:
Less: Dividends of preferred shares
Net (Loss)/Income attributable to common shareholders
Earnings per share:
Weighted average common shares outstanding, basic and dilutive
(Loss)/Earnings per share, basic and diluted
For the years ended December 31, 2023, 2024 and 2025, 1,177,547, 0 and 0 dilutive shares on an as-if converted basis relating to Series E Shares were not included in the computation of diluted (loss)/earnings per share because to do so would have been antidilutive for the period presented.
11.
Voyage and Vessel Operating Expenses:
The amounts in the consolidated statements of comprehensive income are as follows:
Voyage Expenses
Bunkers
Commissions (including $1,037, $1,040 and $1,015 respectively, to related party)
Vessel Operating Expenses
Crew wages and related costs
Insurance
Repairs and maintenance (including $42, $46 and $11 respectively, to related party)
Spares and consumable stores
Registration and taxes (Note 13)
12.
Interest and Finance Costs:
The amounts in the consolidated statements of comprehensive income are analyzed as follows:
Interest and Finance Costs
Interest on debt
Bank charges
Amortization and write-off of deferred financing fees
Debt Prepayment fees
Less interest capitalized
13.
Income Taxes:
Marshall Islands and Greece does not impose a tax on international shipping income. Under the laws of Marshall Islands and Greece, the countries of the companies’ incorporation and vessels’ registration, the companies are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the consolidated statements of comprehensive income.
Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as the Company, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.
Under Section 883 of the Code and the regulations thereunder, the Company will be exempt from U.S. federal income tax on our U.S.-source shipping income if:
(1) the Company is organized in a foreign country, or its country of organization, grants an “equivalent exemption” to corporations organized in the United States; and
(2) either
A. more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (each such individual a “qualified shareholder” and such individuals collectively, “qualified shareholders”), which the Company refers to as the “50% Ownership Test,” or
B. the Company’s stock is “primarily and regularly traded on an established securities market” in the Company’s country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States, which the Company refers to as the “Publicly-Traded Test.”
The Marshall Islands, the jurisdiction where the Company and the Company’s ship-owning subsidiaries are incorporated, grants an “equivalent exemption” to U.S. corporations. Therefore, the Company will be exempt from U.S. federal income tax with respect to the Company’s U.S.-source shipping income if either the 50%Ownership Test or the Publicly-Traded Test is met.
For purposes of the Publicly-Traded Test, Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. The Company’s common shares, which is the Company’s sole class of issued and outstanding stock that is traded, is and the Company anticipates that its common shares will continue to be “primarily traded” on the NYSE American.
The Treasury Regulations also require for purposes of the Publicly-Traded Test that the Company’s stock be “regularly traded” on an established securities market. Under the Treasury Regulations, the Company’s stock will be considered to be “regularly traded” if one or more classes of the Company’s stock representing more than 50% of the Company’s outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets, which the Company refers to as the “listing threshold.”
The Company took the position for U.S. federal income tax reporting purposes that it was not subject to U.S. federal income taxation for the 2023, 2024 taxable years since the Companybelieves it qualifies for the exemption from tax under Section 883 and the Company intends to take the same position for the 2025 taxable year.
14.
Financial Instruments:
The principal financial assets of the Company consist of cash on hand and at banks, restricted cash, trade accounts receivables (including EUAs), due from related parties (including EUAs) and long-term deposits. The principal financial liabilities of the Company consist of long-term loans (Note 7), accounts payable (including EUAs) due to suppliers, amounts due to related parties and accrued liabilities.
a)
Interest rate risk: The Company as of December 31, 2025is subject to market risks relating to changes in interest rates, since all of its debt is subject to floating interest rates.
b)
Credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash. The Company places its temporary cash investments, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with which it places its temporary cash investments.
c)
Fair value:
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its creditworthiness when determining the fair value of its liquid assets.
The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
Level 3: Unobservable inputs that are not corroborated by market data.
15.
Mezzanine Equity
Each holder of Series E Shares, at any time, had the right, subject to certain conditions, to convert all or any portion of the Series E Shares then held by such holder into the Company’s common shares at the conversion rate then in effect. Each Series E Share was convertible into the number of the Company’s common shares equal to the quotient of one thousand dollars ($1,000) plus any accrued and unpaid dividends divided by the lesser of the following four prices (the “Series E Conversion Price”): (i) $120,000.00, (ii) 80% of the lowest daily VWAP of the Company’s common shares over the twenty consecutive trading days expiring on the trading day immediately prior to the date of delivery of a conversion notice, (iii) the conversion price or exercise price per share of any of the Company’s then outstanding convertible shares or warrants, (iv) the lowest issuance price of the Company’s common shares in any transaction from the date of the issuance the Series E Shares onwards, but in no event could the Series E Conversion Price be less than the floor price ($0.60). The floor price was adjusted (decreased) in case of splits or subdivisions of the Company’s outstanding shares and was not adjusted in case of reverse stock splits or combinations of the Company’s outstanding shares. The holders of each Series E Share were entitled to the voting power of one thousand (1,000) common shares of the Company. Upon any liquidation, dissolution or winding up of the Company, the holders of Series E Shares would have been entitled to receive the net assets of the Company pari-passu with the common shareholders. Furthermore, the Company at its option had the right to redeem a portion or all of the outstanding Series E Shares. The Company could pay an amount equal to one thousanddollars ($1,000) per each Series E Share (the “Liquidation Amount”), plus a redemption premium equal to fifteen percent (15%) of the Liquidation Amount being redeemed if that redemption took place up to and including March 29, 2020 and twenty percent (20%) of the Liquidation Amount being redeemed if that redemption took place after March 29, 2020, plus an amount equal to any accrued and unpaid dividends on such Series E Shares (collectively referred to as the “Redemption Amount”).
The Series E Shares were not subject to redemption in cash at the option of the holders thereof under any circumstance. Finally, the holders of outstanding Series E Shares were entitled to receive, semi-annual dividends payable in cash on the last day of June and December of each year (each such date being referred to herein as a “Semi Annual Dividend Payment Date”), commencing on the first Semi Annual Dividend Payment Date, being June 30, 2019 in an amount per share (rounded to the nearest cent) equal to fifteen percent (15%) per year of the liquidation amount of the then outstanding Series E Shares computed on the basis of a 365-day year and the actual days elapsed. Accrued but unpaid dividends bore interest at fifteen percent (15%). Dividends would not have been payable in cash if such payment violated any provision of any senior secured facility of the Company or any senior secured facility for which the Company had provided a guarantee, for as long as such provisions remained in effect.
The Company determined that the Series E shares were more akin to equity than debt and that the above identified conversion feature, subject to adjustments, was clearly and closely related to the host instrument, and accordingly bifurcation and classification of the conversion feature as a derivative liability was not required. Given that the Series D and Series E preferred stock’s holder (Lax Trust) controlled a majority of the Company votes, the preferred equity was in essence redeemable at the option of the holder and hence was classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”.
On December 6, 2023, the Company received a conversion notice for the conversion of all the outstanding Series E Shares (13,452 shares) into 2,930,718 of the Company’s common shares. The Series E Shares were converted on the same date of the receipt of the conversion notice with a conversion price of $4.59, which represented 80% of the lowest daily volume weighted average price of the Company’s common stock over the 20 consecutive trading days expiring on the trading day immediately prior to the date of delivery of the conversion notice. In the year ended December 31, 2023, the Company did not issue or redeem any Series E Shares. During the year ended December 31, 2023, the Company declared $1,001 of dividends to the Series E Shares holder.
The Company, based on ASC 470-20-40-5, determined that the Series E Shares conversion feature is in essence a redemption, since such conversion was settled by a delivery of a variable number of shares of common stock with a fixed monetary amount and by applying ASC 260-10-S99-2 has recognized the difference between the carrying amount of the Series E Shares at the date of conversion and the fair value of the common stock delivered on the same date, amounting to $22,426, as a deemed dividend.
SERIES F PREFERRED SHARESOn January 17, 2022, the Company entered into a stock purchase agreement with Africanus Inc., an affiliate of Evangelos J. Pistiolis for the sale of up to 7,560,759newly-issued Series F Non-Convertible Perpetual Preferred Shares (“Series F Shares”), in exchange for (i) the assumption by Africanus Inc. of an amount of $47,630 of shipbuilding costs for its newbuilding vessels M/T Eco Oceano CA (Hull No. 871), M/T Julius Caesar (Hull No. 3213) and M/T Legio X Equestris (Hull No. 3214), and (ii) settlement of the Company’s remaining payment obligations relating to the VLCC Transaction, in an amount of up to $27,978. From January 17 to March 16, 2022 a total of 7,200,000 Series F Shares were issued, to cover $47,630 of shipbuilding costs in connection with the deliveries of M/T Julius Caesar, M/T Legio X Equestris and M/T Eco Oceano CA and as a consideration for the settlement of $24,370 of Due to related parties. During the years ended December 31, 2022 and 2023 the Company redeemed a total of 1,349,252 and 2,191,121 Series F Shares for $16,191 and $26,293. On February 6, 2024, the Company redeemed the remaining 3,659,627 Series F Shares for $43,916.
16.
Investments in Unconsolidated Joint Ventures
2020 Joint Venture
On April 24, 2020 the Company acquired from a company affiliated with Mr. Evangelos J. Pistiolis, or the MR Seller, a 50% interest in two vessel owning companies (California 19 Inc. and California 20 Inc.) that owned two scrubber-fitted 50,000 dwt eco MR product tankers, M/T Eco Yosemite Park and M/T Eco Joshua Park respectively for $27,000, representing the Company’s share of interest in the fair value of the net assets acquired. Both vessels were delivered in March 2020 to the MR Seller from Hyundai Mipo shipyard of South Korea. The MR Seller had already entered into two joint venture agreements, for the two vessels, each with an equal ownership interest of 50%, with Just-C Limited, a wholly owned subsidiary of Gunvor Group Ltd (the other 50% owner). The abovementioned acquisition was approved by a special committee of the Company’s board of directors (the “JV Special Committee”), of which all of the directors were independent and for which the JV Special Committee obtained a fairness opinion relating to the consideration of the transaction from an independent financial advisor.
Out of the purchase price of $27,000, $1,646and $1,654 were recognized as excess of the purchase price over the underlying net book value (“Basis Differences”) for California 19 Inc. and California 20 Inc. respectively, attributed to the value assigned to the attached time charter. These Basis Differences are amortized over the duration of the firm period of the charter (5 years) and their amortization is included as a reduction in Equity (loss)/gain in unconsolidated joint ventures. Furthermore $1,963 and $1,963 were also recognized as Basis Differences for California 19 Inc. and California 20 Inc. respectively, attributed to the fair market value over the carrying value of the vessels. These Basis Differences are amortized over the useful life of the vessels (25 years) and their amortization is also included as a reduction in Equity (loss)/gain in unconsolidated joint ventures.
On March 12, 2020, California 19 Inc. together with California 20 Inc. entered into a loan agreement with Alpha Bank for a senior debt facility of $37,660($18,830 for each vessel, the “JV Alpha Facility”). The loan had a term of five years and was payable on maturity via a balloon payment of $18,830per vessel. The credit facility bore interest at LIBOR plus a margin of 3.00%. The facility carried customary covenants and restrictions, including the covenant that during the life of the facility, the market value of the vessels should have been at least 200% of the facility outstanding and any shortfall should have been covered by partial prepayments.
On September 27, 2024 California 19 Inc. and California 20 Inc. refinanced the JV Alpha Facility with the same bank (Alpha Bank) and increased the loan to $30,000 per vessel. The refinanced credit facility is repayable in 28consecutive quarterly installments of $500per vessel, commencing three months from draw down, and a balloon payment of $16,000 per vessel payable together with the last installment. The facility contains the same covenants as the JV Alpha Facility except for the asset cover ratio that has been reduced to 125%. Finally, the margin of the refinanced facility was lowered to 2.20% from 3.00% and the facility’s variable rate was switched from LIBOR to Term SOFR. The refinanced facility continues to be guaranteed by the Company at 50% of the aggregate outstanding liability and that guarantee is limited to the Company’s share of the net assets of California 19 Inc. and California 20 Inc.
Each of the two product tankers are on time charters that commenced in March 2020 with Clearlake Shipping Pte Ltd, (“Clearlake”) a subsidiary of Gunvor Group Ltd at a daily rate of $17,400 for a firm term of five years plus two additional optional years. On July 10, 2024 California 19 Inc. and California 20 Inc. entered into agreements with Clearlake to extend their time charter employment at higher rates. Specifically, both vessels commenced a 7-year time charter on August 1, 2024 at a gross daily hire rate of $19,500. All other terms remained as per the previous time charter contracts, including the terms of an option of the charterers to extend each time charter for twoadditional years.
The Company’s exposure is limited to its share of the net assets of California 19 Inc. and California 20 Inc., proportionate to its 50% equity interest in these companies. Generally, the Company will share the profits and losses, cash flows and other matters relating to its investments in California 19 Inc. and California 20 Inc. in accordance with its ownership percentage. The vessels are managed by CSI, pursuant to management agreements. The Company accounts for investments in joint ventures using the equity method since it has joint control over the investment.
California 19 Inc. and California 20 Inc. made the following disbursements to the Company in 2023, 2024 and 2025:
December 31, 2023
December 31, 2024
Total disbursements
Recognition of Equity (loss)/gain in unconsolidated joint ventures of the 2020 Joint Venture for the years ended December 31, 2023, 2024 and 2025 are summarized below:
Net profit attributable to the Company
Amortization of Basis Differences
17.
Revenues
Revenues are comprised of the following:
Time charter revenues
Time charter revenues from related party (Note 5)
The Company typically enters into time charters for periods ranging between three to fifteen years which include a charterer’s option to renew for a further oneor more one-year periods at predetermined daily rates. Due to the volatility of the charter rates, the Company only accounts for the options when the charterer gives notice that the option will be exercised. In a time charter contract, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful or non-hazardous cargo. Revenues from megayacht chartering are recognized based on the same principles applicable to time charter revenues, as the underlying performance obligations and revenue recognition considerations are substantially similar. However, given the nature of the recreational marine transportation industry, charter agreements are generally of shorter duration, typically ranging from a few weeks to several months.
As of December 31, 2025, all of the Company’s vessels are employed under time charters except for M/Y Parra Bellvm.
18.
19.
Subsequent Events