Core Viewpoint - TOP Ships Inc. plans to spin off its subsidiary Rubico Inc., which will become an independent publicly-traded company listed on the Nasdaq Capital Market, focusing on two Suezmax tanker vessels [1][2][7] Spin-off Details - The spin-off will involve distributing 100% of Rubico's common shares to TOP Ships' securityholders of record as of June 16, 2025, with the distribution expected around June 30, 2025 [3][4] - Each common shareholder of TOP Ships will receive one Rubico common share for every two TOP Ships common shares held, with no fractional shares distributed [5] - Rubico plans to raise $1.5 million through a private placement of its common shares at a price of $20.00 per share, expected to close concurrently with the spin-off distribution [6] Company Overview - TOP Ships Inc. is an international owner and operator of modern, fuel-efficient eco tanker vessels, primarily transporting crude oil, petroleum products, and bulk liquid chemicals [8]

Group 1 - The company, TOP Ships Inc., has filed its annual report on Form 20-F for the year ended December 31, 2024, with the U.S. Securities and Exchange Commission [1] - TOP Ships Inc. specializes in owning and operating modern, fuel-efficient eco tanker vessels that transport crude oil, petroleum products, and bulk liquid chemicals [2] - The annual report can be accessed through the company's website or the SEC's website [1] Group 2 - The company aims to leverage safe harbor provisions under the Private Securities Litigation Reform Act of 1995 for its forward-looking statements [4] - Forward-looking statements include plans, objectives, and strategies regarding the company's vessel acquisitions and employment [3]

Core Insights - Auxly Cannabis Group Inc. reported record-breaking financial results for Q2 2024, achieving significant growth in revenue, gross margin, and adjusted EBITDA [2][5][27] Financial Performance - Net revenues for Q2 2024 reached $29.2 million, a 33% increase year-over-year and a 16% increase compared to the previous quarter [2][7] - Gross margin on finished cannabis inventory sold improved to 41%, up from 27% in Q2 2023, reflecting a 52% increase [9][32] - Adjusted EBITDA for Q2 2024 was $5.2 million, representing an improvement of over 580% compared to the same period in 2023 [2][25] - The company reported a net income of $2.0 million for Q2 2024, a significant turnaround from a net loss of $12.9 million in Q2 2023 [24][27] Market Position - Auxly maintained a leading position in the all-in-one vape category with over 32% market share and ranked as the 2 licensed producer in national vape sales [2][27] - The Back Forty brand secured the top four all-in-one vape SKU positions nationally, indicating strong consumer preference [2][27] Product Categories - Approximately 63% of Q2 2024 revenues came from sales of dried flower and pre-roll cannabis products, with the remainder from oils and Cannabis 2.0 products [7][8] - The company launched new SKUs in the pre-roll segment and continued to innovate in the vape category, contributing to increased sales [27][28] Operational Efficiency - SG&A expenses were reduced by $0.2 million compared to the same period in 2023, despite a $0.5 million increase due to non-recurring restructuring costs [12][29] - The company achieved a 48% reduction in debt compared to the end of 2023, enhancing its financial stability [2][5] Future Outlook - Auxly plans to expand its all-in-one vape portfolio and introduce new innovative vape formats under the Kolab Project brand [5][30] - The company remains focused on sustainable growth, improved profitability, and operational efficiency to drive future success [26][30]

Company Overview - TOP Ships Inc. is an international owner and operator of modern, fuel-efficient "ECO" tanker vessels, focusing on the transportation of crude oil, petroleum products, and bulk liquid chemicals [6]. Charter Agreements - The company announced that its 50% subsidiaries, which own M/T Eco Yosemite Park and M/T Eco Joshua Park, have entered into agreements to extend their time charter employment at higher rates [5]. - Both MRs will commence 7-year time charters on August 1, 2024, at a gross daily hire rate of $19,500, representing a 12% increase from the current daily hire rate [2]. - The expected revenue generated by the two subsidiaries from these charters is approximately $100 million for the firm period [2].

Group 1 - TOP Ships Inc. announced that its 50% subsidiaries, which own M/T Eco Yosemite Park and M/T Eco Joshua Park, have entered into agreements to extend their time charter employment at higher rates [4] - The new time charters will commence on August 1, 2024, with a gross daily hire rate of $19,500, reflecting a 12% increase from the current rate [1] - The expected revenue from these charters for the firm period is approximately $100 million [1] Group 2 - TOP Ships Inc. is an international owner and operator of modern, fuel-efficient "ECO" tanker vessels, focusing on transporting crude oil, petroleum products, and bulk liquid chemicals [5]

Financial Performance - Total revenues increased from $80,656,000 in 2022 to $82,949,000 in 2023, representing a growth of 2.8%[339] - Time charter equivalent (TCE) revenues rose from $79,008,000 in 2022 to $81,340,000 in 2023, an increase of 2.9%[339] - Average daily TCE rate improved from $27,310 in 2022 to $27,856 in 2023, reflecting a 2.0% increase[337] - Total operating days for the fleet increased from 2,893 in 2022 to 2,920 in 2023, indicating a growth of 0.9%[337] - Fleet utilization reached 100.00% in 2023, up from 99.72% in 2022, demonstrating improved operational efficiency[337] - EBITDA decreased from $46,554,000 in 2022 to $43,058,000 in 2023, a decline of 7.4%[340] - Net income fell significantly from $18,948,000 in 2022 to $6,066,000 in 2023, a decrease of 68.0%[345] - Operating income decreased by $3.9 million, or 12%, from $32.6 million in 2022 to $28.7 million in 2023[361] - Net income fell by $12.9 million, or 68%, from $18.9 million in 2022 to $6.1 million in 2023[361] Expenses and Costs - Vessel operating expenses slightly decreased from $6,397 per day in 2022 to $6,345 per day in 2023[337] - General and administrative expenses increased from $555,000 in 2022 to $2,293,000 in 2023, a rise of 313.0%[337] - General and administrative expenses surged by $5.1 million, or 314%, from $1.6 million in 2022 to $6.7 million in 2023, primarily due to $5.0 million in bonuses declared in 2023[363] - Interest and finance costs rose by $8.6 million, or 60%, from $14.4 million in 2022 to $23.0 million in 2023[365] Cash Flow and Liquidity - Cash and cash equivalents increased from $24.5 million in 2022 to $40.0 million in 2023[377] - Net cash provided by operating activities decreased by $4.5 million, or 13%, from $33.4 million in 2022 to $28.9 million in 2023[378] - Net cash used in financing activities was $16.0 million in 2023, compared to $127.4 million in 2022[383] - Net cash provided by investing activities in 2023 was $2.5 million, solely from returns on investments in unconsolidated joint ventures[381] - Total adjustments to reconcile net income to net cash provided by operating activities for 2023 amounted to $28.3 million, primarily due to $14.3 million in depreciation expenses[379] - The company expects a slight decrease in operating cash flow for 2024 compared to 2023 due to increased interest costs from loans with fluctuating rates[376] Debt and Financing - As of December 31, 2023, total indebtedness amounted to $246.2 million, with cash and cash equivalents of $40.0 million[372] - The company entered into an HSBC Bridge Loan for a maximum amount of $24.0 million, with a drawdown of $20.0 million for M/T Julius Caesar and $8.0 million for M/T Legio X Equestris[389] - The 3rd AVIC Sale and Leaseback (SLB) agreement was consummated for $41.0 million, with a bareboat charter for ten years at $0.18 million per month and a balloon payment of $19.0 million[390] - The Huarong SLB was completed for $41.0 million, with similar terms to the AVIC SLB, including a ten-year bareboat charter and a balloon payment of $19.0 million[391] - The company purchased M/Ts Julius Caesar and Legio X Equestris for $48.6 million and $49.3 million respectively, followed by New CMBFL SLBs totaling $125.0 million for financing[392] - Net cash used in financing activities for the year ended December 31, 2023 was $16.0 million, which included $76.4 million in principal payments and $26.3 million for Series F Preferred Shares redemptions[383] Market Conditions - The BDTI reached a high of 1,642 and a low of 713 in 2023, indicating high volatility in charter rates[397] - The ongoing war in Ukraine has created uncertainty in the tanker market, affecting ton-mile demand due to changes in cargo sources[398] - Inflation has moderately impacted vessel operating expenses, with expectations of rising insurance costs and crew expenses[401] - The company has not experienced material impacts from supply chain disruptions related to the conflicts in Ukraine and the Middle East, and does not anticipate future material effects[400] Asset Valuation and Impairment - The basic charter-free market values of owned operating vessels are estimated to be approximately 52.8% higher than their carrying value[367] - The company has not identified any impairment indicators for its vessels, as tanker values increased in both 2022 and 2023[411] - In both 2022 and 2023, tanker values increased, resulting in the charter-free market value of each vessel being higher than its carrying amount, indicating no impairment[411] Employment and Compensation - As of December 31, 2023, the company employed 178 sea-going employees, an increase from 170 in 2022[433] - The total compensation for senior management and directors in 2023 was $0.4 million, with a $5.0 million bonus granted to the CEO[422] - The company has no retirement plan for its officers or directors and did not issue stock options as part of compensation for the fiscal year ended December 31, 2023[422] - The Chief Executive Officer is entitled to a cash payment of €10 million in the event of a change of control[424] - The Chief Operating Officer is entitled to receive a cash payment equal to three years' annual base salary in the event of a change of control[425] - The Chief Financial Officer is entitled to receive a cash payment equal to three years' annual base salary in the event of a change of control[427] - The Chief Technical Officer is also entitled to receive a cash payment equal to three years' annual base salary in the event of a change of control[428] - The company has no direct employees, with executive officers and administrative staff provided through agreements with Central Mare[433] Governance - The Board of Directors is composed of two executive directors and three independent non-executive directors, with staggered terms[429]

Financial Performance - Revenues for the six months ended June 30, 2023, increased by $2.3 million, or 6%, to $41.145 million compared to $38.846 million in the same period of 2022[22]. - Operating income rose by $1.142 million, or 8%, to $16.273 million for the six months ended June 30, 2023, compared to $15.131 million in 2022[22]. - Net income decreased by $2.831 million, or 33%, to $5.774 million for the six months ended June 30, 2023, down from $8.605 million in 2022[22]. - EBITDA for the six months ended June 30, 2023, was $23.419 million, an increase of $1.773 million, or 8.2%, from $21.646 million in 2022[31]. - The company’s net (loss)/income attributable to common shareholders for the six months ended June 30, 2023, was $2.3 million, a recovery from a loss of $13.1 million in the same period of 2022[50]. - The Company reported a net income of $5,774,000 for the six months ended June 30, 2023, compared to $8,605,000 for the same period in 2022, reflecting a decrease of approximately 33.5%[96]. - Basic earnings per share for the six months ended June 30, 2023, was $0.13, a recovery from a loss of $6.15 per share in the same period of 2022[96]. Costs and Expenses - Interest and finance costs increased by $3.601 million, or 52%, to $10.528 million for the six months ended June 30, 2023, compared to $6.927 million in 2022[22]. - Vessel depreciation increased by $1.061 million, or 17%, to $7.175 million for the six months ended June 30, 2023, from $6.114 million in 2022[22]. - Interest paid, net of capitalized interest, increased to $8,814,000 in 2023 from $4,414,000 in 2022, reflecting a rise of 99.5%[52]. - The company reported a decrease in dividends of preferred shares to $3,485,000 in 2023 from $6,921,000 in 2022, a reduction of 49.7%[52]. Cash Flow and Working Capital - Net cash used in financing activities for the six months ended June 30, 2023, was $25.3 million, which included $26.3 million in redemptions of preferred shares and $7.8 million in scheduled repayments of long-term debt[44]. - The company expects a decrease in operating cash flow for the remainder of 2023 compared to the same period in 2022 due to increased interest costs from loans with fluctuating rates[39]. - As of June 30, 2023, total current liabilities increased to $57.4 million from $32.2 million as of December 31, 2022, reflecting a significant rise in financial obligations[48]. - The company reported a working capital deficit of $44.5 million, primarily due to the outstanding balance of the Cargill facility maturing in Q1 2024, which includes $21.8 million in current long-term debt[38]. - The company expects to finance its working capital deficit through cash on hand, operational cash flow, and refinancing efforts[67]. - As of June 30, 2023, the company reported a working capital deficit of $44,468 and cash and cash equivalents of $13,629[65]. Debt and Financing - As of June 30, 2023, total indebtedness amounted to $232.8 million, with cash and cash equivalents at $13.6 million, of which $4.0 million is restricted cash[36][38]. - The company has a total long-term debt of $232,811 as of June 30, 2023, down from $240,625 as of December 31, 2022[78]. - The Cargill facility, which matures in the first quarter of 2024, has an outstanding balance of $24,161[78]. - The company has received a termsheet from a major Chinese leasing company for refinancing the Cargill facility, which is expected to alleviate the working capital deficit[33][38]. - The Company is exploring a refinancing option for the Cargill facility through a sale and leaseback agreement, which will not bear any commitment fees[107]. Shareholder Equity - Total stockholders' equity increased to $125,554,000 as of June 30, 2023, up from $88,592,000 as of June 30, 2022, indicating a growth of 41.7%[51]. - The weighted average common shares outstanding increased significantly from 2,132,179 in June 2022 to 17,793,072 in June 2023, indicating a substantial increase in equity financing[50]. - The Company issued 10,045,185 units in a registered direct offering at a price of $1.35 per unit, raising net proceeds of $12,747,000 after fees[89]. - The Company had a total of 20,346,091 common shares outstanding as of June 30, 2023, an increase from 2,356,041 shares a year earlier[51]. - The Company did not pay any dividends to common stockholders in the six months ended June 30, 2022, and 2023[95]. Operational Developments - The company entered into an agreement to extend time charter parties for vessels M/T Eco West Coast and M/T Eco Malibu for a minimum of 30 months at a daily rate of $32,850[32]. - Future minimum time-charter receipts for the company's vessels are projected to total $276,697 through 2027 and beyond[75]. - The bareboat chartered-in vessels generated revenue of $8,688 for the six months ended June 30, 2023[73]. - The average remaining lease term on chartered-in contracts is 29.2 months[72]. - The company declared dividends of $1,001 and $2,484 for Series E and Series F shares respectively for the six months ended June 30, 2023[71]. - The company was in compliance with all debt covenants as of June 30, 2023[83]. Market and Economic Conditions - The company has not identified any apparent consequences from the ongoing geopolitical tensions affecting its business as of June 30, 2023[61].

Financial Performance - Total revenues for the first half of 2023 reached $41.1 million, an increase from $38.8 million in the same period of 2022, representing a growth of 5.5%[6] - Net income for the first half of 2023 was $5.8 million, compared to $8.6 million in the first half of 2022, indicating a decrease of 32.5%[6] - Earnings per share (EPS) for the first half of 2023 was $0.13, a significant recovery from a loss of $6.15 per share in the same period of 2022[6][7] - EBITDA for the first half of 2023 was $23.4 million, up from $21.6 million in the first half of 2022, reflecting an increase of 8.3%[17] Assets and Cash Flow - Total assets as of June 30, 2023, were $446.2 million, down from $469.3 million at the end of 2022, a decrease of 4.9%[9] - Cash and cash equivalents, including restricted cash, totaled $13.6 million as of June 30, 2023, compared to $20.5 million at the end of 2022[6][9] Operational Efficiency - The average age of the tanker fleet is less than three years, highlighting the modernity and efficiency of the vessels operated by the company[2] - The company has a substantial charter backlog, which is expected to contribute positively to income and cash flow generation extending into 2024[2] Financial Obligations - Interest and finance costs increased to $10.5 million in the first half of 2023, up from $6.9 million in the same period of 2022, representing a rise of 51.5%[17] - The company has no capital commitments going forward after completing its newbuilding program in 2022[2]

Financial Performance - The press release was issued on April 3, 2023, detailing the company's financial performance and strategic initiatives[3] Company Registration - The company is registered under Form 20-F, indicating it is a foreign private issuer[2] - The report is incorporated into the company's registration statements on Form F-3, which includes multiple file numbers[4] Compliance and Verification - The CEO, Evangelos J. Pistiolis, signed the report, affirming its accuracy and compliance with SEC regulations[6]

Financial Performance - Total revenues for 2022 reached $80.656 million, a significant increase from $56.367 million in 2021, representing a growth of approximately 43%[329] - EBITDA for 2022 was reported at $46.554 million, a substantial increase from $23.284 million in 2021, indicating a growth of approximately 100%[329] - Net income rose by $10.3 million, or 120%, from $8.6 million in 2021 to $18.9 million in 2022[349] - Operating income rose by 120% from $14.8 million in 2021 to $32.6 million in 2022[349] - Total charter revenues increased by $24.3 million, or 43%, from $56.4 million in 2021 to $80.7 million in 2022[349] Fleet and Operations - Fleet utilization in 2022 was 99.72%, showing a slight improvement from 96.93% in 2021[327] - The total number of vessels at the end of 2022 was 8, consistent with the previous year, while the average number of vessels remained stable at 8.0[327] - Total operating days for the fleet in 2022 were 2,893, an increase from 2,500 in 2021, representing a growth of about 16%[329] - Average daily Time Charter Equivalent (TCE) increased to $27,310 in 2022, up from $22,020 in 2021, reflecting a growth of about 24%[329] - Time charter equivalent revenues for 2022 were $79.008 million, up from $55.050 million in 2021, marking an increase of approximately 43%[329] Expenses and Costs - Vessel operating expenses for 2022 were $6,397 per day, up from $6,070 in 2021, reflecting an increase of about 5%[329] - Vessel operating expenses increased by $2.9 million, or 19%, from $15.7 million in 2021 to $18.6 million in 2022, attributed to larger vessels and increased average vessels employed[352] - Vessel depreciation increased by $5.6 million, or 73%, from $7.7 million in 2021 to $13.3 million in 2022, due to the employment of larger vessels[353] - Interest and finance costs surged by $7.4 million, or 105%, from $7.0 million in 2021 to $14.4 million in 2022, primarily due to increased loan balances and rising LIBOR rates[355] Cash Flow and Financing - Cash and cash equivalents increased from $6.4 million in 2021 to $24.5 million in 2022[365] - Net cash provided by operating activities increased by $17.3 million, or 108%, from $16.1 million in 2021 to $33.4 million in 2022[366] - Net cash used in investing activities for the year ended December 31, 2022 was $142.7 million, which included $216.7 million for advances for vessels under construction, offset by $71.7 million from the sale of vessels[369] - Net cash provided by financing activities for the year ended December 31, 2022 was $127.4 million, consisting of $165.2 million from long-term debt proceeds and $47.6 million from the issuance of Series F Shares[371] Market Conditions and Risks - The BDTI reached a high of 2,496 and a low of 679 in 2022, while the BCTI reached a high of 2,143 and a low of 543, indicating high volatility in charter rates[382] - The invasion of Ukraine has led to increased volatility in the tanker market, with short-term positive effects but uncertain long-term impacts on ton-mile demand[383] - Inflation has indirectly increased the base lending costs of loans, with LIBOR rising from 0.10% in January 2022 to 4.78% in December 2022, significantly affecting cash flow[386] Corporate Governance - The company has five shareholders of record as of March 27, 2023, holding an aggregate of 20,346,091 common shares, representing 100% of outstanding common shares[422] - The Chief Executive Officer is entitled to a cash payment of €10 million in the event of a change of control[409] - The Chief Operating Officer is entitled to receive a cash payment equal to three years' annual base salary in the event of a change of control[410] - The Chief Financial Officer is entitled to a cash payment equal to three years' annual base salary in the event of a change of control[412] - The Chief Technical Officer is also entitled to a cash payment equal to three years' annual base salary in the event of a change of control[413] Employment and Compensation - As of December 31, 2022, the company employed 170 sea-going employees, an increase from 146 in 2021 and 136 in 2020[418] - The total compensation paid to senior management and directors for the fiscal year ended December 31, 2022, was $0.4 million[407]