UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2018
Commission File Number: 001-33283
EUROSEAS LTD.
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(Translation of registrant's name into English)
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4 Messogiou & Evropis Street
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151 24 Maroussi, Greece
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(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note
: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note
: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 30, 2018, Euroseas Ltd. (the "Company") completed the spin-off of EuroDry Ltd. ("EDRY") and distributed, on a pro rata basis, all of the shares of EDRY common stock to the Company's shareholders of record as of May 23, 2018.
Attached to this Report on Form 6-K as Exhibit 1 is a copy of the unaudited pro forma condensed consolidated financial information of the Company giving effect to the distribution of the EDRY shares and the notes related thereto.
This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (File No. 333-208305) filed with the U.S. Securities and Exchange Commission on December 2, 2015, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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EUROSEAS LTD.
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Dated: August 16, 2018
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By:
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/s/ Aristides J. Pittas
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Name:
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Aristides J. Pittas
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Title:
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President
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EXHIBIT 1
Unaudited Pro Forma Condensed Consolidated Financial Information
Following the close of trading on the Nasdaq Capital Market on May 30, 2018, Euroseas Ltd. ("Euroseas") completed the spin-off ("Spin-off") of its drybulk fleet to EuroDry Ltd. ("EuroDry"). Euroseas shareholders received one EuroDry common share for every five Euroseas common shares they owned as of May 23, 2018. Shares of EuroDry commenced trading on May 31, 2018 on the Nasdaq Capital Market under the symbol "EDRY." EuroDry operates in the dry cargo, drybulk shipping markets, owning and operating drybulk vessels previously owned and operated by Euroseas, and is now a separate publicly traded company. Euroseas continues to operate in the container shipping market and remains a publicly traded company.
Unaudited Pro Forma Information
The following pro forma condensed consolidated financial information is based on the historical financial statements of Euroseas, including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of Euroseas' spin-off of its drybulk fleet to EuroDry.
The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2015, 2016 and 2017 assume that the spin-off occurred as of January 1, 2015. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2017 is presented as if the spin-off had occurred as of December 31, 2017.
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not purport to represent what the results of operations or financial position of Euroseas would actually have been had the spin-off occurred on the dates noted above, or to project the results of operations or financial position of Euroseas for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. Unless otherwise indicated, the pro forma adjustments are directly attributable to the spin-off and are expected to have a continuing impact on the results of operations of Euroseas. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed consolidation financial information have been made.
The accompanying unaudited pro forma condensed consolidated financial information should be read in conjunction with the notes thereto and "Management's Discussion and Analysis of Results of Operations and Financial Condition" and Euroseas' consolidated financial statements and notes thereto included in Euroseas' Annual Report on Form 20-F/A for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission on May 1, 2018.
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(All amounts expressed in U.S. Dollars – except number of shares)
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Notes
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2015
Historical
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2015
Discontinued Operations
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2015
Continuing Operations
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2015
Pro Forma Adjustments
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2015
Pro Forma
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Revenues
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|
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Voyage revenue
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39,656,670
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4,146,699
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35,509,971
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-
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35,509,971
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Related party revenue
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240,000
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-
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240,000
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-
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240,000
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Commissions
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(2,216,836)
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(251,370)
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(1,965,466)
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-
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(1,965,466)
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Net revenues
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37,679,834
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3,895,329
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33,784,505
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-
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33,784,505
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|
|
|
|
|
|
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Operating expenses
|
|
|
|
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Voyage expenses
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2,312,513
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460,031
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1,852,482
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-
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1,852,482
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Vessel operating expenses
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25,204,593
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3,370,919
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21,833,674
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-
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21,833,674
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Drydocking expenses
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1,912,407
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580,028
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1,332,379
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-
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1,332,379
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Vessel depreciation
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10,995,023
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2,886,792
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8,108,231
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-
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8,108,231
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Related party management fees
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4,151,335
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562,168
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3,589,167
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-
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3,589,167
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Net gain on sale of vessels
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(461,586)
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-
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(461,586)
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-
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(461,586)
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Loss on write-down of vessel held for sale
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1,641,885
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-
|
1,641,885
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-
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1,641,885
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Other general and administrative expenses
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3,327,061
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480,958
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2,846,103
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-
|
2,846,103
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Total operating expenses
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49,083,231
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8,340,896
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40,742,335
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-
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40,742,335
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|
|
|
|
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Operating loss
|
|
(11,403,397)
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(4,445,567)
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(6,957,830)
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-
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(6,957,830)
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|
|
|
|
|
|
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Other income/(expenses)
|
|
|
|
|
|
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Interest and other financing costs
|
|
(1,486,534)
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(784,994)
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(701,540)
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-
|
(701,540)
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Loss on derivatives, net
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(261,674)
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-
|
(261,674)
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-
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(261,674)
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Other investment income
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1,212,938
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-
|
1,212,938
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-
|
1,212,938
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Foreign exchange gain
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22,421
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-
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22,421
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-
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22,421
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Interest income
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26,656
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-
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26,656
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-
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26,656
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Other expenses, net
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(486,193)
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(784,994)
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298,801
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-
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298,801
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Equity loss in joint venture
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(2,158,393)
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-
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(2,158,393)
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-
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(2,158,393)
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Net loss
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(14,047,983)
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(5,230,561)
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(8,817,422)
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-
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(8,817,422)
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Dividends to Series B preferred shares
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1
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(1,639,149)
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-
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(1,639,149)
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819,575
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(819,574)
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Net loss attributable to common shareholders
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(15,687,132)
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(5,230,561)
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(10,456,571)
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819,575
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(9,636,996)
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Loss per share attributable to common shareholders - basic and diluted
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(2.45)
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(1.63)
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(1.50)
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Weighted average number of shares outstanding during the year, basic and diluted
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6,410,794
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6,410,794
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6,410,794
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See accompanying notes to unaudited pro forma condensed consolidated financial information
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(All amounts expressed in U.S. Dollars – except number of shares)
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Twelve Months Ended
December 31,
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Notes
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2016
Historical
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2016
Discontinued Operations
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2016
Continuing Operations
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2016
Pro Forma Adjustments
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2016
Pro Forma
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Revenues
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Voyage revenue
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29,789,036
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8,331,821
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21,457,215
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-
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21,457,215
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Related party revenue
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240,000
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-
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240,000
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-
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240,000
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Commissions
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(1,604,747)
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(452,868)
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(1,151,879)
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-
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(1,151,879)
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Net revenues
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28,424,289
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7,878,953
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20,545,336
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-
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20,545,336
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Operating expenses
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Voyage expenses
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1,291,712
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82,627
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1,209,085
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-
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1,209,085
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Vessel operating expenses
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18,161,862
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4,308,418
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13,853,444
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-
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13,853,444
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Drydocking expenses
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2,204,784
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-
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2,204,784
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-
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2,204,784
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Vessel depreciation
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8,788,121
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3,828,634
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4,959,487
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-
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4,959,487
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Related party management fees
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3,179,596
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780,135
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2,399,461
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-
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2,399,461
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Net gain on sale of vessels
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(10,597)
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-
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(10,597)
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-
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(10,597)
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Loss on termination and impairment of shipbuilding contracts
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7,050,179
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7,050,179
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-
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-
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-
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Loss on write-down of vessel held for sale
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|
5,924,668
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-
|
5,924,668
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-
|
5,924,668
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Other general and administrative expenses
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|
3,472,422
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798,828
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2,673,594
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-
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2,673,594
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Total operating expenses
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50,062,747
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16,848,821
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33,213,926
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-
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33,213,926
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|
|
|
|
|
|
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Operating loss
|
|
(21,638,458)
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(8,969,868)
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(12,668,590)
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-
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(12,668,590)
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|
|
|
|
|
|
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Other income/(expenses)
|
|
|
|
|
|
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Interest and other financing costs
|
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(2,531,999)
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(1,161,169)
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(1,370,830)
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-
|
(1,370,830)
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Loss on derivatives, net
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|
(119,154)
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-
|
(119,154)
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-
|
(119,154)
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Other investment income
|
|
1,024,714
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-
|
1,024,714
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-
|
1,024,714
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Impairment of other investment
|
|
(4,421,452)
|
-
|
(4,421,452)
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-
|
(4,421,452)
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Foreign exchange loss
|
|
(41,402)
|
(10,369)
|
(31,033)
|
-
|
(31,033)
|
Interest income
|
|
22,330
|
53
|
22,277
|
-
|
22,277
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Other expenses, net
|
|
(6,066,963)
|
(1,171,485)
|
(4,895,478)
|
-
|
(4,895,478)
|
Equity loss in joint venture
|
|
(2,444,626)
|
-
|
(2,444,626)
|
-
|
(2,444,626)
|
Impairment in joint venture
|
|
(14,071,075)
|
-
|
(14,071,075)
|
-
|
(14,071,075)
|
Net loss
|
|
(44,221,122)
|
10,141,353
|
(34,079,769)
|
-
|
(34,079,769)
|
Dividends to Series B preferred shares
|
1
|
(1,725,699)
|
-
|
(1,725,699)
|
862,850
|
(862,849)
|
Net loss attributable to common shareholders
|
|
(45,946,821)
|
(10,141,353)
|
(35,805,468)
|
862,850
|
(34,942,618)
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Loss per share attributable to common shareholders - basic and diluted
|
|
(5.63)
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|
(4.38)
|
|
(4.28)
|
Weighted average number of shares outstanding during the year, basic and diluted
|
|
8,165,703
|
|
8,165,703
|
|
8,165,703
|
See accompanying notes to unaudited pro forma condensed consolidated financial information
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(All amounts expressed in U.S. Dollars – except number of shares)
|
|
Twelve Months Ended
December 31,
|
Twelve Months Ended
December 31,
|
Twelve Months Ended
December 31,
|
Twelve Months Ended
December 31,
|
Twelve Months Ended
December 31,
|
|
Notes
|
2017
Historical
|
2017
Discontinued Operations
|
2017
Continuing Operations
|
2017
Pro Forma Adjustments
|
2017
Pro Forma
|
Revenues
|
|
|
|
|
|
|
Voyage revenue
|
|
45,117,582
|
20,280,215
|
24,837,367
|
-
|
24,837,367
|
Related party revenue
|
|
240,000
|
-
|
240,000
|
-
|
240,000
|
Commissions
|
|
(2,440,444)
|
(1,122,196)
|
(1,318,248)
|
-
|
(1,318,248)
|
Net revenues
|
|
42,917,138
|
19,158,019
|
23,759,119
|
-
|
23,759,119
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
Voyage expenses
|
|
3,960,807
|
2,396,318
|
1,564,489
|
-
|
1,564,489
|
Vessel operating expenses
|
|
21,911,730
|
6,892,388
|
15,019,342
|
-
|
15,019,342
|
Other operating income
|
|
(499,103)
|
-
|
(499,103)
|
-
|
(499,103)
|
Drydocking expenses
|
|
698,800
|
127,509
|
571,291
|
-
|
571,291
|
Vessel depreciation
|
|
8,372,237
|
4,786,272
|
3,585,965
|
-
|
3,585,965
|
Related party management fees
|
|
4,042,353
|
1,409,716
|
2,632,637
|
-
|
2,632,637
|
Net gain on sale of vessels
|
|
(803,811)
|
-
|
(803,811)
|
-
|
(803,811)
|
Loss on write-down of vessels held for sale
|
|
4,595,819
|
-
|
4,595,819
|
-
|
4,595,819
|
Other general and administrative expenses
|
|
3,419,363
|
917,160
|
2,502,203
|
-
|
2,502,203
|
Total operating expenses
|
|
45,698,195
|
16,529,363
|
29,168,832
|
-
|
29,168,832
|
|
|
|
|
|
|
|
Operating loss
|
|
(2,781,057)
|
2,628,656
|
(5,409,713)
|
-
|
(5,409,713)
|
|
|
|
|
|
|
|
Other income/(expenses)
|
|
|
|
|
|
|
Interest and other financing costs
|
|
(3,372,269)
|
(1,817,574)
|
(1,554,695)
|
-
|
(1,554,695)
|
Gain on derivatives, net
|
|
61,556
|
49,167
|
12,389
|
-
|
12,389
|
Foreign exchange loss
|
|
(40,762)
|
(10,548)
|
(30,214)
|
-
|
(30,214)
|
Interest income
|
|
37,972
|
-
|
37,972
|
-
|
37,972
|
Other expenses, net
|
|
(3,313,503)
|
(1,778,955)
|
(1,534,548)
|
-
|
(1,534,548)
|
Net loss
|
|
(6,094,560)
|
849,701
|
(6,944,261)
|
-
|
(6,944,261)
|
Dividends to Series B preferred shares
|
1
|
(1,808,811)
|
-
|
(1,808,811)
|
(904,406)
|
(904,405)
|
Net loss attributable to common shareholders
|
|
(7,903,371)
|
849,701
|
(8,753,072)
|
(904,406)
|
(7,848,666)
|
Loss per share attributable to common shareholders - basic and diluted
|
|
(0.71)
|
|
(0.79)
|
|
(0.71)
|
Weighted average number of shares outstanding during the year, basic and diluted
|
|
11,067,524
|
|
11,067,524
|
|
11,067,524
|
See accompanying notes to unaudited pro forma condensed consolidated financial information
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(All amounts expressed in U,S, Dollars – except number of shares)
|
Notes
|
Historical
|
Discontinued Operations
|
Reclasses
|
Continuing Operations
|
Pro Forma Adjustments
|
Pro Forma
|
Assets
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
4,115,985
|
1,257,058
|
-
|
2,858,927
|
-
|
2,858,927
|
Restricted cash
|
|
1,998,452
|
894,499
|
-
|
1,103,953
|
-
|
1,103,953
|
Trade accounts receivable, net
|
|
1,479,282
|
593,787
|
-
|
885,495
|
-
|
885,495
|
Other receivables
|
|
1,609,099
|
644,062
|
-
|
965,037
|
-
|
965,037
|
Due from related companies
|
|
|
3,706,259
|
3,706,259
|
-
|
-
|
-
|
Inventories
|
|
1,645,209
|
452,191
|
-
|
1,193,018
|
-
|
1,193,018
|
Prepaid expenses
|
|
319,559
|
72,520
|
-
|
247,039
|
-
|
247,039
|
Vessel held for sale
|
|
4,914,782
|
-
|
-
|
4,914,782
|
-
|
4,914,782
|
Total current assets
|
|
16,082,368
|
7,620,376
|
3,706,259
|
12,168,251
|
-
|
12,168,251
|
|
|
|
|
|
|
|
|
Long-term assets:
|
|
|
|
|
|
|
|
Vessels, net
|
|
134,111,715
|
81,979,636
|
-
|
52,132,079
|
-
|
52,132,079
|
Advances for vessel under construction
|
|
5,051,211
|
5,051,211
|
-
|
-
|
-
|
-
|
Restricted cash
|
|
7,084,267
|
2,750,000
|
-
|
4,334,267
|
-
|
4,334,267
|
Due from spun-off subsidiary
|
|
-
|
-
|
24,585,518
|
24,585,518
|
(24,585,518)
|
-
|
Derivatives
|
|
-
|
51
,
453
|
51
,
453
|
-
|
-
|
-
|
Total assets
|
|
162,329,561
|
97,452,676
|
28,343,230
|
93,220,115
|
(24,585,518)
|
68,634,597
|
|
|
|
|
|
|
|
|
Liabilities, Mezzanine equity and shareholders' equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Long-term bank loans, current portion
|
|
12,170,528
|
7,967,267
|
-
|
4,203,261
|
-
|
4,203,261
|
Trade accounts payable
|
|
1,869,441
|
346,968
|
-
|
1,522,473
|
-
|
1,522,473
|
Accrued expenses
|
|
2,154,137
|
1,037,027
|
-
|
1,117,110
|
-
|
1,117,110
|
Deferred revenues
|
|
879,916
|
289,738
|
-
|
590,178
|
-
|
590,178
|
Derivatives
|
|
177,998
|
-
|
-
|
177,998
|
-
|
177,998
|
Due to related companies
|
2
|
1,280,577
|
-
|
3,706,259
|
4,986,836
|
(1,288,533)
|
3,698,303
|
Total current liabilities
|
|
18,532,597
|
9,641,000
|
3,706,259
|
12,597,856
|
(1,288,533)
|
11,309,323
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
Long-term bank loans, net of current portion
|
|
60,175,276
|
30,364,035
|
-
|
29,811,241
|
-
|
29,811,241
|
Derivatives
|
|
16,631
|
-
|
51,453
|
68,084
|
-
|
68,084
|
Vessel profit participation liability
|
|
1,297,100
|
-
|
-
|
1,297,100
|
-
|
1,297,100
|
Due to Parent Company
|
2
|
-
|
24,585,518
|
24,585,518
|
-
|
-
|
-
|
Total long-term liabilities
|
|
61,489,007
|
54,949,553
|
24,636,971
|
31,176,425
|
-
|
31,176,425
|
Total liabilities
|
|
80,021,604
|
64,590,553
|
28,343,230
|
43,774,281
|
(1,288,533)
|
42,485,748
|
Commitments and contingencies
|
|
|
|
|
|
|
|
Mezzanine equity:
|
|
|
|
|
|
|
|
Series B Preferred shares (par value $0.01, 20,000,000 shares authorized, 37,314, 0 and 18,657
issued and outstanding, respectively)
|
1
|
35,613,759
|
-
|
-
|
35,613,759
|
(17,806,879)
|
17,806,880
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
|
Common stock (par value $0.03, 200,000,000 shares authorized, 11,274,126 issued and outstanding)
|
|
338,230
|
-
|
-
|
338,230
|
-
|
338,230
|
Additional paid-in capital
|
2
|
284,236,597
|
42,518,895
|
-
|
241,717,702
|
(5,490,106)
|
236,227,596
|
Accumulated deficit
|
|
(237,880,629)
|
(9,656,772)
|
-
|
(228,223,857)
|
-
|
(228,223,857)
|
Total shareholders' equity
|
|
46,694,198
|
32,862,123
|
-
|
13,832,075
|
(5,490,106)
|
8,341,969
|
Total liabilities, mezzanine equity and shareholders' equity
|
|
162,329,561
|
97,452,676
|
28,343,230
|
93,220,115
|
(24,585,518)
|
68,634,597
|
See accompanying notes to unaudited pro forma condensed consolidated financial information
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Note 1 – Presentation of dividends to Preferred Shares
On the date of the Spin-off, fifty percent of the Company's Series B Preferred Shares were redeemed through issuing preferred shares of EuroDry. The Company paid dividends in kind (by issuing additional Series B preferred shares) to all of its Series B Preferred shares until the date of the Spin-off and to the remaining Series B Preferred after the redemption since the date of the Spin-off. As a result, fifty percent of the "Dividends to Series B preferred shares" were attributed to discontinued operations in the unaudited pro forma condensed consolidated statements of operations in all periods presented and fifty percent of the Series B preferred shares balance was attributed to discontinued operations in the unaudited pro forma condensed consolidated balance sheet.
Note 2 - Amounts due to Parent Company / due from spun-off subsidiary
Amount of $24,585,518 shown as "Due from spun-off subsidiary" in the "Continuing Operations" is presented in the "Pro Forma" balance sheet in accordance with its final classification of $17,806,879 as reduction in the Series B Preferred shares balance as a result of the redemption of fifty percent of the outstanding Series B Preferred shares on the Spin-off date through issuing preferred shares of EuroDry on the date of the Spin-off (refer to Note 1 above), reduction of $5,490,106 to the additional paid-in capital for contributions for the vessels spun-off paid in prior years (recognized as an increase to the Additional paid-in capital of EuroDry on the date of the Spin-off) and reduction to the "Due to related companies" liability of $1,288,533.