PYXIS TANKERS INC., 20-F filed on 3/29/2019
Annual and Transition Report (foreign private issuer)
v3.19.1
Document and Entity Information
12 Months Ended
Dec. 31, 2018
shares
Document And Entity Information  
Entity Registrant Name Pyxis Tankers Inc.
Entity Central Index Key 0001640043
Document Type 20-F
Document Period End Date Dec. 31, 2018
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity a Well-known Seasoned Issuer No
Entity Voluntary Filers No
Entity's Reporting Status Current Yes
Entity Filer Category Non-accelerated Filer
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 21,060,190
Trading Symbol PXS
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2018
v3.19.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2018
Dec. 31, 2017
CURRENT ASSETS:    
Cash and cash equivalents $ 545 $ 1,693
Restricted cash, current portion 255 141
Inventories 807 1,016
Trade accounts receivable, net 2,585 703
Prepayments and other assets 115 342
Total current assets 4,307 3,895
FIXED ASSETS, NET:    
Vessels, net 107,992 115,774
Total fixed assets, net 107,992 115,774
OTHER NON-CURRENT ASSETS:    
Restricted cash, net of current portion 3,404 4,859
Financial derivative instrument 28
Deferred charges, net 740 285
Prepayments and other assets 146
Total other non-current assets 4,318 5,144
Total assets 116,617 124,813
CURRENT LIABILITIES:    
Current portion of long-term debt, net of deferred financing costs 4,333 7,304
Trade accounts payable 4,746 2,293
Due to related parties 3,402 2,125
Hire collected in advance 422
Accrued and other liabilities 642 809
Total current liabilities 13,545 12,531
NON-CURRENT LIABILITIES:    
Long-term debt, net of current portion and deferred financing costs, non-current 58,129 59,126
Promissory note 5,000 5,000
Total non-current liabilities 63,129 64,126
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:    
Preferred stock ($0.001 par value; 50,000,000 shares authorized; none issued)
Common stock ($0.001 par value; 450,000,000 shares authorized; 20,877,893 and 21,060,190 shares issued and outstanding as of December 31, 2017 and 2018, respectively) 21 21
Additional paid-in capital 74,767 74,766
Accumulated deficit (34,845) (26,631)
Total stockholders' equity 39,943 48,156
Total liabilities and stockholders' equity $ 116,617 $ 124,813
v3.19.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2018
Dec. 31, 2017
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 50,000,000 50,000,000
Preferred stock, shares issued 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 450,000,000 450,000,000
Common stock, shares issued 21,060,190 20,877,893
Common stock, shares outstanding 21,060,190 20,877,893
v3.19.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Income Statement [Abstract]      
Revenues, net $ 28,457 $ 29,579 $ 30,387
Expenses:      
Voyage related costs and commissions (11,817) (8,463) (6,288)
Vessel operating expenses (12,669) (12,761) (12,871)
General and administrative expenses (2,404) (3,188) (2,574)
Management fees, related parties (720) (712) (631)
Management fees, other (930) (930) (1,024)
Amortization of special survey costs (133) (73) (236)
Depreciation (5,500) (5,567) (5,768)
Vessel impairment charge (2,282) (3,998)
Bad debt provisions (13) (231)
Operating loss (8,011) (2,346) (3,003)
Other income / (expenses):      
Gain from debt extinguishment 4,306
Loss from financial derivative instrument (19)
Interest and finance costs, net (4,490) (2,897) (2,810)
Total other expenses, net (203) (2,897) (2,810)
Net loss $ (8,214) $ (5,243) $ (5,813)
Loss per common share, basic and diluted $ (0.39) $ (0.28) $ (0.32)
Weighted average number of shares, basic and diluted 20,894,202 18,461,455 18,277,893
v3.19.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Total
Balance at Dec. 31, 2015 $ 18 $ 70,123 $ (15,575) $ 54,566
Balance, shares at Dec. 31, 2015 18,244,671      
Issuance of common stock - EIP, shares 33,222      
Net loss     (5,813) (5,813)
Balance at Dec. 31, 2016 $ 18 70,123 (21,388) 48,753
Balance, shares at Dec. 31, 2016 18,277,893      
Issuance of common stock - EIP, shares 200,000      
Issuance of common stock $ 3 4,288   4,291
Issuance of common stock, shares 2,400,000      
Stock compensation   355   355
Net loss     (5,243) (5,243)
Balance at Dec. 31, 2017 $ 21 74,766 (26,631) 48,156
Balance, shares at Dec. 31, 2017 20,877,893      
Net proceeds from the issuance of common stock   1   1
Net proceeds from the issuance of common stock, shares 182,297      
Net loss     (8,214) (8,214)
Balance at Dec. 31, 2018 $ 21 $ 74,767 $ (34,845) $ 39,943
Balance, shares at Dec. 31, 2018 21,060,190      
v3.19.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Cash flows from operating activities:      
Net loss $ (8,214) $ (5,243) $ (5,813)
Adjustments to reconcile net loss to net cash from operating activities:      
Depreciation 5,500 5,567 5,768
Amortization of special survey costs 133 73 236
Amortization and write-off of financing costs 386 153 164
Vessel impairment charge 2,282 3,998
Gain from debt extinguishment (4,306)
Loss from financial derivative instrument 19
Stock compensation 355
Bad debt provisions 13 231
Changes in assets and liabilities:      
Inventories 209 157 (590)
Trade accounts receivable, net (1,895) 747 (1,226)
Prepayments and other assets 227 62 321
Special surveys cost (588) (364)
Trade accounts payable 2,499 (858) 2,012
Due to related parties 1,277 2,672 1,832
Hire collected in advance 422 (415) (1,714)
Accrued and other liabilities (167) 176 (178)
Net cash provided by / (used in) operating activities (2,203) 3,677 4,446
Cash flows from investing activities:      
Advances for ballast water treatment system (99)
Net cash used in investing activities (99)
Cash flows from financing activities:      
Proceeds from long-term debt 44,500
Repayment of long-term debt (43,640) (6,963) (7,263)
Gross proceeds from issuance of common stock 315 4,800
Common stock offerings costs (407) (414)
Payment of financial derivative instrument (47)
Payment of financing costs (908) (190) (22)
Net cash used in financing activities (187) (2,767) (7,285)
Net (decrease) / increase in cash and cash equivalents and restricted cash (2,489) 910 (2,839)
Cash and cash equivalents and restricted cash at the beginning of the year 6,693 5,783 8,622
Cash and cash equivalents and restricted cash at end of the year 4,204 6,693 5,783
SUPPLEMENTAL INFORMATION:      
Cash paid for interest 4,283 2,549 2,779
Non-cash financing activities - increase in promissory note $ 2,500
v3.19.1
Basis of Presentation and General Information
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and General Information

1. Basis of Presentation and General Information

 

PYXIS TANKERS INC. (“Pyxis”) is a corporation incorporated in the Republic of the Marshall Islands on March 23, 2015. Pyxis currently owns 100% ownership interest in the following six vessel-owning companies:

 

SECONDONE CORPORATION LTD, established under the laws of the Republic of Malta (“Secondone”);
THIRDONE CORPORATION LTD, established under the laws of the Republic of Malta (“Thirdone”);
FOURTHONE CORPORATION LTD, established under the laws of the Republic of Malta (“Fourthone”);
SIXTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Sixthone”);
SEVENTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Seventhone”); and
EIGHTHONE CORP., established under the laws of the Republic of the Marshall Islands (“Eighthone,” and collectively with Secondone, Thirdone, Fourthone, Sixthone and Seventhone, the “Vessel-owning companies”).

 

All of the Vessel-owning companies are engaged in the marine transportation of liquid cargoes through the ownership and operation of tanker vessels, as listed below:

 

Vessel-owning

company

 

Incorporation

date

    Vessel     DWT    

Year

built

   

Acquisition

date

Secondone     05/23/2007       Northsea Alpha       8,615       2010     05/28/2010
Thirdone     05/23/2007       Northsea Beta       8,647       2010     05/25/2010
Fourthone     05/30/2007       Pyxis Malou       50,667       2009     02/16/2009
Sixthone     01/15/2010       Pyxis Delta       46,616       2006     03/04/2010
Seventhone     05/31/2011       Pyxis Theta       51,795       2013     09/16/2013
Eighthone     02/08/2013       Pyxis Epsilon       50,295       2015     01/14/2015

 

Secondone, Thirdone and Fourthone were initially established under the laws of the Republic of the Marshall Islands, under the names SECONDONE CORP., THIRDONE CORP. and FOURTHONE CORP., respectively. In March and April 2018, these vessel-owning companies completed their re-domiciliation under the jurisdiction of the Republic of Malta and were renamed as mentioned above. For further information, please refer to Note 7.

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Pyxis and its wholly-owned subsidiaries (collectively the “Company”), as of December 31, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018.

 

All of the Company’s vessels are double-hulled and are engaged in the transportation of refined petroleum products and other liquid bulk items, such as, organic chemicals and vegetable oils. The vessels Northsea Alpha and Northsea Beta are smaller tanker sister ships and Pyxis Malou, Pyxis Delta, Pyxis Theta and Pyxis Epsilon, are medium-range tankers.

 

Prior to the consummation of the transactions discussed below, Mr. Valentios (“Eddie”) Valentis was the sole ultimate stockholder of Pyxis and the Vessel-owning companies, holding all of their issued and outstanding share capital through MARITIME INVESTORS CORP. (“Maritime Investors”). Maritime Investors owned directly 100% of Pyxis, Secondone and Thirdone, and owned indirectly (through the intermediate holding company PYXIS HOLDINGS INC. (“Holdings”)) 100% of Fourthone, Sixthone, Seventhone and Eighthone.

 

On March 25, 2015, Pyxis caused MARITIME TECHNOLOGIES CORP., a Delaware corporation (“Merger Sub”), to be formed as its wholly-owned subsidiary and to be a party to the agreement and plan of merger discussed below.

 

On April 23, 2015, Pyxis and Merger Sub entered into an agreement and plan of merger (the “Agreement and Plan of Merger”) (further amended on September 22, 2015) with among others, LOOKSMART LTD. (“LS”), a digital advertising solutions company listed on NASDAQ. Merger Sub served as the entity into which LS was merged in accordance with the Agreement and Plan of Merger (the “Merger”). Upon execution of the Agreement and Plan of Merger, Pyxis paid LS a cash consideration of $600.

 

Prior to the Merger, on October 26, 2015, Holdings and Maritime Investors transferred all of their shares in the Vessel-owning companies to Pyxis as a contribution in kind, at no consideration. Since there was no change in ultimate ownership or control of the business of the Vessel-owning companies, the transaction constituted a reorganization of companies under common control and has been accounted for in a manner similar to a pooling of interests. Accordingly, upon the transfer of the assets and liabilities of the Vessel-owning companies, the financial statements of the Company were presented using combined historical carrying amounts of the assets and liabilities of the Vessel-owning companies.

 

On October 28, 2015, in accordance with the terms of the Agreement and Plan of Merger, LS, after having divested of its business and all of its assets and liabilities, merged with and into the Merger Sub, with Merger Sub surviving the Merger and continuing to be a wholly-owned subsidiary of Pyxis.

 

On October 28, 2015, the Merger was consummated and the Company’s shares commenced their listing on the NASDAQ Capital Markets thereafter.

 

Pyxis was both the legal and accounting acquirer of LS. The acquisition by Pyxis of LS was not an acquisition of an operating company as the business, assets and liabilities of LS were spun-off prior to the Merger. As such, for accounting purposes, the Merger between Merger Sub and LS was accounted for as a capital transaction rather than as a business combination.

 

PYXIS MARITIME CORP. (“Maritime”), a corporation established under the laws of the Republic of the Marshall Islands, which is beneficially owned by Mr. Valentis, provides certain ship management services to the Vessel-owning companies (Note 3).

 

With effect from the delivery of each vessel, the crewing and technical management of the vessels were contracted to INTERNATIONAL TANKER MANAGEMENT LTD. (“ITM”) with permission from Maritime. ITM is an unrelated third party technical manager, represented by its branch based in Dubai, UAE. Each ship-management agreement with ITM is in force until it is terminated by either party. The ship-management agreements can be cancelled either by the Company or ITM for any reason at any time upon three months’ advance notice.

 

In September 2010, Secondone and Thirdone entered into commercial management agreements with NORTH SEA TANKERS BV (NST”), an unrelated company established in the Netherlands. Pursuant to these agreements, NST provided chartering services to Northsea Alpha and Northsea Beta. On March 16, 2016 and on June 28, 2016, the Company sent notices of termination of the commercial management agreements between NST and Thirdone and Secondone, respectively. In June and November 2016, Maritime assumed full commercial management of the Northsea Beta and the Northsea Alpha, respectively.

 

As of December 31, 2018, Mr. Valentis beneficially owned approximately 80.9% of the Company’s common stock.

v3.19.1
Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Significant Accounting Policies

2. Significant Accounting Policies:

 

(a) Changes in accounting policies: The same accounting policies have been followed in these consolidated financial statements as were applied in the preparation of the Company’s consolidated financial statements for the year ended December 31, 2017, except as discussed below:

 

Revenues, net: The Company generates its revenues from charterers. The vessels are chartered using either spot charters, where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified charter rate, or time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate.

 

The following table presents the Company’s revenue disaggregated by revenue source, net of commissions, for the years ended December 31, 2016, 2017 and 2018:

 

   

December 31,

2016

   

December 31,

2017

   

December 31,

2018

 
Voyage revenues derived from spot charters, net   $ 9,295     $ 16,668     $ 16,990  
Voyage revenues derived from time charters, net     21,092       12,911       11,467  
Revenues, net   $ 30,387     $ 29,579     $ 28,457  

 

As of January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606)”. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The Company analyzed its contracts with charterers at the adoption date and has determined that its spot charters fall under the provisions of ASC 606, while its time charter agreements are lease agreements that contain certain non-lease components.

 

The Company elected to adopt ASC 606 by applying the modified retrospective transition method, recognizing the cumulative effect of adopting this guidance as an adjustment to the 2018 opening balance of accumulated deficit. As of December 31, 2017, there were no vessels employed under spot charters and as a result, the Company has not included any adjustments to the 2018 opening balance of accumulated deficit and prior periods were not retrospectively adjusted.

 

The Company assessed its contracts with charterers for spot charters during the year ended December 31, 2018 and concluded that there is one single performance obligation for its spot charter, which is to provide the charterer with a transportation service within a specified time period. In addition, the Company has concluded that a spot charter meets the criteria to recognize revenue over time as the charterer simultaneously receives and consumes the benefits of the Company’s performance. The adoption of this standard resulted in a change whereby the Company’s method of revenue recognition changed from discharge-to-discharge (assuming a new charter has been agreed before the completion of the previous spot charter) to load-to-discharge. This resulted in no revenue being recognized from discharge of the prior spot charter to loading of the current spot charter and all revenue being recognized from loading of the current spot charter to discharge of the current spot charter. This change results in revenue being recognized later in the voyage, which may cause additional volatility in revenues and earnings between periods. Demurrage income represents payments by a charterer to a vessel owner when loading or discharging time exceeds the stipulated time in the spot charter. The Company has determined that demurrage represents a variable consideration and estimates demurrage at contract inception. Demurrage income estimated, net of address commission, is recognized over the time of the charter as the performance obligation is satisfied.

 

Under a spot charter, the Company incurs and pays for certain voyage expenses, primarily consisting of brokerage commissions, port and canal costs and bunker consumption, during the spot charter (load-to-discharge) and during the ballast voyage (date of previous discharge to loading, assuming a new charter has been agreed before the completion of the previous spot charter). Before the adoption of ASC 606, all voyage expenses were expensed as incurred, except for brokerage commissions. Brokerage commissions are deferred and amortized over the related voyage period in a charter to the extent revenue has been deferred since commissions are earned as the Company’s revenues are earned. Under ASC 606 and after the implementation of ASC 340-40 “Other assets and deferred costs” for contract costs, incremental costs of obtaining a contract with a customer and contract fulfillment costs, should be capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. The Company assessed the new guidance and concluded that voyage costs during the ballast voyage represented costs to fulfil a contract which give rise to an asset and should be capitalized and amortized over the spot charter, consistent with the recognition of voyage revenues from spot charter from load-to-discharge, while voyage costs incurred during the spot charter should be expensed as incurred. With respect to incremental costs, the Company has selected to adopt the practical expedient in the guidance and any costs to obtain a contract will be expensed as incurred, for the Company’s spot charters that do not exceed one year. Vessel operating expenses are expensed as incurred. The Company’s adoption of the new revenue standard, did not have a material effect on the consolidated statement of comprehensive loss for the year ended December 31, 2018 and the consolidated balance sheet as of December 31, 2018, since only one vessel was under spot charter as of December 31, 2018.

  

In addition, pursuant to this standard and the new Leases standard (discussed below), as of January 1, 2018, the Company elected to present Revenues net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter. Since address commissions represent a discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue in the accompanying consolidated statements of comprehensive loss. In this respect, for the year ended December 31, 2016 and 2017, Revenues, net and Voyage related costs and commissions each decreased by $323 and $247, respectively. This reclassification has no impact on the Company’s consolidated financial position and results of operations for any of the periods presented.

 

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, in accordance with the optional exception in ASC 606.

 

Revenues for the years ended December 31, 2016, 2017 and 2018, deriving from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues), were as follows:

 

Charterer   2016     2017     2018  
A           15 %      
B            12 %            
C     20 %     16 %      
D     14 %            
E     10 %            
F           18 %      
G                 23 %
H                 15 %
      56 %     49 %     38 %

 

Leases: In February 2016, Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842), which was amended and supplemented by ASU 2017-13, ASU 2018-01 and ASU 2018-11. The new lease standard does not substantially change lessor accounting. ASC 842 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. Entities are also provided with practical expedients that allow entities to not (i) reassess whether any expired or existing contracts are considered or contain leases; (ii) reassess the lease classification for any expired or existing leases; and (iii) reassess initial direct costs for any existing leases. In addition, the new standard (i) provides entities with an additional (and optional) transition method to adopt the new leases standard, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests and (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if both of the following are met: (a) The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same and (b) The lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842.

 

The Company elected to early adopt ASC 842 as of September 30, 2018 with adoption reflected as of January 1, 2018. The Company adopted the standard by using the modified retrospective method and selected the additional optional transition method. The Company also selected to apply all the practical expedients discussed above. In this respect no cumulative-effect adjustment was recognized to the 2018 opening balance of accumulated deficit. The Company assessed its new time charter contracts at the adoption date under the new guidance and concluded that these contracts contain a lease with the related executory costs (insurance), as well as non-lease components to provide other services related to the operation of the vessel, with the most substantial service being the crew cost to operate the vessel. The Company concluded that the criteria for not separating the lease and non-lease components of its time charter contracts are met, since (i) the time pattern of recognizing revenues for crew and other services for the operation of the vessels, is similar to the time pattern of recognizing rental income, (ii) the lease component of the time charter contracts, if accounted for separately, would be classified as an operating lease, and (iii) the predominant component in its time charter agreements is the lease component. Brokerage and address commissions on time charter revenues are deferred and amortized over the related voyage period in a charter to the extent revenue has been deferred, since commissions are earned as revenues earned, and are presented in voyage expenses and as a reduction to voyage revenues (see above), respectively. Vessel operating expenses are expensed as incurred. By taking the practical expedients, existing time charters at January 1, 2018 continue to be accounted for under ASC 840 while new time charters commenced in 2018 are accounted for under ASC 842. The early adoption of ASC 842 had no effect on the Company’s consolidated financial position and results of operations for the year ended December 31, 2018.

  

Restricted Cash: As of January 1, 2018, the Company adopted the ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash”, which requires that the statement of cash flows explain the change in the total of cash and cash equivalents and restricted cash. ASU 2016-18 was adopted retrospectively for the years ended December 31, 2016, 2017 and 2018, and restricted cash of $5,000, $5,000 and $3,659, respectively, has been aggregated with cash and cash equivalents in both the beginning-of-period and end-of-period line items of the consolidated statements of cash flows for each of the periods presented. The implementation of this update has no impact on the Company’s consolidated balance sheet and consolidated statement of comprehensive loss.

 

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that are presented in the accompanying consolidated statement of cash flows for the years ended December 31, 2016, 2017 and 2018.

 

   

December 31,

2016

   

December 31,

2017

   

December 31,

2018

 
Cash and cash equivalents   $ 783     $ 1,693     $ 545  
Restricted cash, current portion     143       141       255  
Restricted cash, net of current portion     4,857       4,859       3,404  
Total cash and cash equivalents and restricted cash   $ 5,783     $ 6,693     $ 4,204  

 

Business combinations: As of January 1, 2018, the Company adopted the ASU No. 2017-01, “Business Combinations” (Topic 805) which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Under current implementation guidance, the existence of an integrated set of acquired activities (inputs and processes that generate outputs) constitutes an acquisition of business. This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The following assets are considered as a single asset for the purposes of the evaluation: (i) a tangible asset that is attached to and cannot be physically removed and used separately from another tangible assets (or an intangible asset representing the right to use a tangible asset) and (ii) in place lease intangibles, including favorable and unfavorable intangible assets or liabilities, and the related leased assets. The implementation of this update had no effect on the Company’s consolidated financial position and results of operations for the year ended December 31, 2018.

 

(b) Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of Pyxis and its wholly-owned subsidiaries (the Vessel-owning companies and Merger Sub). All intercompany balances and transactions have been eliminated upon consolidation.

 

Pyxis, as the holding company, determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity. Under Accounting Standards Codification (“ASC”) 810 “Consolidation” a voting interest entity is an entity in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make financial and operating decisions. Pyxis consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%), of the voting interest. Variable interest entities (“VIE”) are entities as defined under ASC 810-10, that in general either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company absorbs a majority of an entity’s expected losses, receives a majority of an entity’s expected residual returns, or both. The company with a controlling financial interest, known as the primary beneficiary, is required to consolidate the VIE. Pyxis evaluates all arrangements that may include a variable interest in an entity to determine if it may be the primary beneficiary, and would be required to include assets, liabilities and operations of a VIE in its consolidated financial statements. As of December 31, 2018, no such interest existed.

 

(c) Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates.

 

(d) Comprehensive Income / (Loss): The Company follows the provisions of ASC 220 “Comprehensive Income”, which requires separate presentation of certain transactions which are recorded directly as components of equity. The Company had no transactions which affect comprehensive loss during the years ended December 31, 2016, 2017 and 2018 and, accordingly, comprehensive loss was equal to net income loss.

 

(e) Foreign Currency Translation: The functional currency of the Company is the U.S. dollar as the Company’s vessels operate in international shipping markets and, therefore, primarily transact business in U.S. dollars. The Company’s accounting records are maintained in U.S. dollars. Transactions involving other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Resulting gains or losses are included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss. All amounts in the financial statements are presented in thousand U.S. dollars rounded at the nearest thousand.

 

(f) Commitments and Contingencies: Provisions are recognized when: the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.

 

(g) Insurance Claims Receivable: The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the claim is not subject to litigation.

 

(h) Concentration of Credit Risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with qualified financial institutions with high creditworthiness. The Company performs periodic evaluations of the relative creditworthiness of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable.

 

(i) Cash and Cash Equivalents and Restricted Cash: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. Restricted cash is associated with pledged retention accounts in connection with the loan repayments and minimum liquidity requirements under the loan agreements discussed in Note 7 and is presented separately in the accompanying consolidated balance sheets.

 

(j) Income Taxation: Under the laws of the Republic of the Marshall Islands, the country of incorporation of the Vessel-owning companies, and/or the vessels’ registration, the Vessel-owning companies are not liable for any income tax on their income derived from shipping operations. Instead, a tax is levied depending on the countries where the vessels trade based on their tonnage, which is included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss. The Vessel-owning companies with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S. related gross transportation income unless an exemption applies. The Company believes that based on current legislation the relevant Vessel-owning companies are entitled to an exemption because they satisfy the relevant requirements, namely that (i) the related Vessel-owning companies are incorporated in a jurisdiction granting an equivalent exemption to U.S. corporations and (ii) over 50% of the ultimate stockholders of the vessel-owning companies are residents of a country granting an equivalent exemption to U.S. persons.

 

Under the laws of the Republic of Malta, the country of incorporation of the Vessel-owning companies, and/or the vessels’ registration, the Vessel-owning companies are not liable for any income tax on their income derived from shipping operations. The Republic of Malta is a country that has an income tax treaty with the United States. Accordingly, income earned by our subsidiaries organized under the laws of Malta may qualify for a treaty-based exemption. In fact Article 8 (Shipping and Air Transport) of that Treaty sets out the relevant rule to the effect that profits of an enterprise of a Contracting State from the operation of ships in international traffic shall be taxable only in that State.

 

(k) Inventories: Inventories consist of lubricants and bunkers (where applicable) on board the vessels, which are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out (“FIFO”) method.

 

(l) Trade Accounts Receivable, Net: Under spot charters, the Company normally issues its invoices to charterers at the completion of the voyage. Invoices are due upon issuance of the invoice. Since the Company satisfies its performance obligation over the time of the spot charter, the Company recognizes its unconditional right to consideration in trade accounts receivable, net of a provision for doubtful accounts, if any. Trade accounts receivable from spot charters as of December 31, 2017 and 2018 amounted to $689 and $2,581, respectively. The allowance for doubtful accounts at December 31, 2017 and 2018, was $96 and nil, respectively. Under time charter contracts, the Company normally issues invoices on a monthly basis 30 days in advance of providing its services. Trade accounts receivable from time charters as of December 31, 2017 and 2018 amounted to $14 and $4, respectively. Hire collected in advance includes cash received prior to the balance sheet date and is related to revenue earned after such date.

 

(m) Vessels, Net: Vessels are stated at cost, which consists of the contract price and any material expenses incurred in connection with the acquisition (initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for her initial voyage, as well as professional fees directly associated with the vessel acquisition). Subsequent expenditures for major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise, these amounts are expensed as incurred.

 

The cost of each of the Company’s vessels is depreciated from the date of acquisition on a straight-line basis over the vessels’ remaining estimated economic useful life, after considering the estimated residual value. A vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate of $0.300 per ton. The Company estimates the useful life of the Company’s vessels to be 25 years from the date of initial delivery from the shipyard. In the event that future regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life will be adjusted at the date such regulations are adopted.

 

(n) Impairment of Long Lived Assets: The Company reviews its long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

 

In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions relating to time charter equivalent rates by vessel type, vessels’ operating expenses, vessels’ capital expenditures, vessels’ residual value, fleet utilization and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations.

 

To the extent impairment indicators are present, the projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter rate for the unfixed days (based on recent market estimates for the first year and the most recent seven year historical average rates, where available thereafter, over the remaining estimated useful life of the vessels), expected outflows for vessels’ operating expenses, planned dry-docking and special survey expenditures, management fees expenditures which are adjusted every year, pursuant to the Company’s existing group management agreement, and fleet utilization of 85.0% to 98.6% (depending on the type of the vessel) for the first year and 98.0% or 93.0%, including scheduled off-hire days for planned dry-dockings and vessel surveys, for the years thereafter, based on historical experience. The residual value used in the impairment test is estimated to be approximately $0.3 per lightweight ton in accordance with the vessels’ depreciation policy.

 

As of December 31, 2016, the Company obtained market valuations for all its vessels from reputable marine appraisers. Based on these valuations, the Company identified impairment indications for all of its vessels, except for the Pyxis Epsilon. More specifically, the market values of these vessels were, in aggregate, $15,751 lower than their carrying values, including any unamortized deferred charges relating to special survey costs, as of December 31, 2016. In this respect, the Company performed an impairment analysis to estimate the future undiscounted cash flows for each of these vessels. The analysis resulted in higher undiscounted cash flows than each vessel’s carrying value as of December 31, 2016, except for the Northsea Alpha and the Northsea Beta for which a total Vessel impairment charge of $3,998 was recorded as of December 31, 2016, of which $3,392 was charged against Vessels, net and $606 against Deferred charges, net (Notes 5, 6 and 10).

 

As of December 31, 2017, the Company obtained market valuations for all its vessels from reputable marine appraisers. Based on these valuations, the Company identified impairment indications for certain of its vessels. More specifically, the market values of these vessels were, in aggregate, $8,299 lower than their carrying values, including any unamortized deferred charges relating to special survey costs, as of that date. In this respect, the Company performed an impairment analysis to estimate the future undiscounted cash flows for each of these vessels. The analysis resulted in higher undiscounted cash flows than each vessel’s carrying value as of December 31, 2017 and, accordingly, no adjustment to the vessels’ carrying values was required.

 

As of December 31, 2018, the Company obtained market valuations for all its vessels from reputable marine appraisers. Based on these valuations, the Company identified impairment indications for all of its vessels, except for the Pyxis Epsilon. More specifically, the market values of these vessels were, in aggregate, $9,987 lower than their carrying values, including any unamortized deferred charges relating to special survey costs, as of that date. In this respect, the Company performed an impairment analysis to estimate the future undiscounted cash flows for each of these vessels. The analysis resulted in higher undiscounted cash flows than each vessel’s carrying value as of December 31, 2018, except for the Northsea Alpha and the Northsea Beta, for which a total Vessel impairment charge of $2,282 was recorded as of December 31, 2018, against Vessels, net.

 

(o) Financial Derivative Instruments: The Company enters into interest rate derivatives to manage its exposure to fluctuations of interest rate risk associated with its borrowings. All derivatives are recognized in the consolidated financial statements at their fair value. The fair value of the interest rate derivatives is based on a discounted cash flow analysis. When such derivatives do not qualify for hedge accounting, the Company recognizes their fair value changes in current period earnings. When the derivatives qualify for hedge accounting, the Company recognizes the effective portion of the gain or loss on the hedging instrument directly in other comprehensive income / (loss), while the ineffective portion, if any, is recognized immediately in current period earnings. The Company, at the inception of the transaction, documents the relationship between the hedged item and the hedging instrument, as well as its risk management objective and the strategy of undertaking various hedging transactions. The Company also assesses at hedge inception whether the hedging instruments are highly effective in offsetting changes in the cash flows of the hedged items.

 

The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or its designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in consolidated statement of comprehensive loss. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to current period consolidated statement of comprehensive loss as financial income or expense.

 

(p) Accounting for Special Survey and Dry-docking Costs: The Company follows the deferral method of accounting for special survey and dry-docking costs, whereby actual costs incurred at the yard and parts used in the dry-docking or special survey, are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Costs deferred are limited to actual costs incurred at the shipyard and costs incurred in the dry-docking or special survey. If a dry-dock or a survey is performed prior to the scheduled date, any remaining unamortized balances of the previous dry-dock and survey are immediately written-off. Unamortized dry-dock and survey balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of the vessel’s sale.

(q) Financing Costs: Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as a direct deduction from the carrying amount of the debt liability. Such costs are deferred and amortized to Interest and finance costs in the consolidated statements of comprehensive loss during the life of the related debt using the effective interest method. Unamortized costs relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. Commitment fees relating to undrawn loan principal are expensed as incurred.

 

(r) Fair Value Measurements: The Company follows the provisions of Accounting Standard Update (“ASU”) 2015-07 “Fair Value Measurements and Disclosures”, Topic 820, which defines and provides guidance as to the measurement of fair value. This standard creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 10).

 

(s) Segment Reporting: The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters. The Company does not use discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot and does not identify expenses, profitability or other financial information for these charters. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide (subject to certain agreed exclusions) and, as a result, the disclosure of geographic information is impracticable. As a result, management, reviews operating results solely by revenue per day and operating results of the fleet and thus the Company has determined that it operates under one reportable segment.

 

(t) Earnings / (loss) per Share: Basic earnings / (loss) per share are computed by dividing net income / (loss) attributable to common equity holders by the weighted average number of shares of common stock outstanding. The computation of diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and is performed using the treasury stock method.

 

(u) Stock Compensation: The Company has a stock based incentive plan that covers directors and officers of the Company and its affiliates and its consultants and service providers. Awards granted are valued at fair value and compensation cost is recognized on a straight line basis, net of estimated forfeitures, over the requisite service period of each award. The fair value of restricted stock awarded to directors and officers of the Company at the grant date is equal to the closing stock price on that date and is amortized over the applicable vesting period using the straight-line method. The fair value of restricted stock awarded to non-employees is equal to the closing stock price at the grant date adjusted by the closing stock price at each reporting date and is amortized over the applicable performance period.

 

(v) Going Concern: The Company performs on a regular basis cash flow projections to evaluate whether it will be in a position to cover its liquidity needs for the next 12-month period and in compliance with the financial and security collateral cover ratio covenants under its existing debt agreements. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, with significant assumptions relating to time charter equivalent rates by vessel type, vessels’ operating expenses, vessels’ capital expenditures, fleet utilization, the Company’s management fees and general and administrative expenses, and cash flow requirements for debt servicing. The assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations.

 

As of December 31, 2018 the Company had a working capital deficit of $9,238, defined as current assets minus current liabilities. As of the filing date of the consolidated financial statements, the Company expects that it will be in a position to cover its liquidity needs for the next 12-month period through cash generated from operations and by managing its working capital requirements. In addition, the Company may consider the raising of capital including, debt, equity securities, joint ventures and / or sale of assets. Furthermore, the Company expects to be in compliance with the financial covenants under its existing debt agreements as discussed in Note 7 for the following 12-month period following the filing date if the consolidated financial statements.

 

(w) New Accounting Pronouncements:

 

Financial Instruments: In June 2016, the FASB issued ASU No. 2016-13– Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For public entities, the amendments of this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

 

Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (ASC 820) - Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance on fair value disclosures eliminates the following requirements for all entities: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the entity’s policy for the timing of transfers between levels of the fair value hierarchy; and (iii) the entity’s valuation processes for Level 3 fair value measurements. The following disclosure requirements were added to ASC 820 for public companies: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period and (ii) for recurring and nonrecurring Level 3 fair value measurements, the range and weighted average used to develop significant unobservable inputs and how the weighted average was calculated, with certain exceptions. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

 

The guidance makes the following modifications for public entities: (i) entities are required to provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future (the FASB also deleted the word “sensitivity,” which it said had caused confusion about whether the disclosure is intended to convey changes in unobservable inputs at a point in the future) and (ii) entities that use the practical expedient to measure the fair value of certain investments at their net asset values are required to disclose (1) the timing of liquidation of an investee’s assets and (2) the date when redemption restrictions will lapse, but only if the investee has communicated this information to the entity or announced it publicly. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, although early adoption is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

v3.19.1
Transactions with Related Parties
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Transactions with Related Parties

3. Transactions with Related Parties:

 

The Company uses the services of Maritime, a ship management company with its principal office in Greece and an office in the U.S.A. Maritime is engaged under separate management agreements directly by the Company’s respective subsidiaries to provide a wide range of shipping services, including but not limited to, chartering, sale and purchase, insurance, operations and dry-docking and construction supervision, all provided at a fixed daily fee per vessel. For the ship management services, Maritime charges a fee payable by each subsidiary of $0.325 per day per vessel while the vessel is in operation including any pool arrangements (or $0.160 per day for as long as the chartering services for the Northsea Alpha and the Northsea Beta were subcontracted to NST) and $0.450 per day per vessel while the vessel is under construction, as well as an additional daily fee (which is dependent on the seniority of the personnel) to cover the cost of engineers employed to conduct the supervision of the newbuilding (collectively the “Ship-management Fees”). As discussed in Note 1, in June and November 2016, Maritime assumed full commercial management of the Northsea Beta and the Northsea Alpha, respectively. In addition, Maritime charges the Company a commission rate of 1.25% on all charter hire agreements arranged by Maritime.

 

The management agreements for the vessels have an initial term of five years. For the Northsea Alpha, Northsea Beta and Pyxis Delta the base term expired on December 31, 2015, for Pyxis Theta it expired on December 31, 2017 and for the Pyxis Epsilon and the Pyxis Malou it expired on December 31, 2018. Following their initial expiration dates, the management agreements will automatically be renewed for consecutive five year periods, or until terminated by either party on three months’ notice.

  

Under a Head Management Agreement (the “Head Management Agreement”) with Maritime that commenced on March 23, 2015 and will continue until March 23, 2020 (unless terminated by either party on 90 days’ notice), Maritime provides administrative services to the Company, which include, among other, the provision of the services of the Company’s Chief Executive Officer, Chief Financial Officer, Senior Vice President of Corporate Development, General Counsel and Corporate Secretary, Chief Operating Officer, one or more internal auditor(s) and a secretary, as well as the use of office space in Maritime’s premises. Following the initial expiration date, the Head Management Agreement will automatically be renewed for a five year period. Under the Head Management Agreement, the Company pays Maritime a fixed fee of $1,600 annually (the “Administration Fees”). In the event of a change of control of the Company during the management period or within 12 months after the early termination of the Head Management Agreement, then the Company will pay to Maritime an amount equal to 2.5 times the then annual Administration Fees.

 

The Ship-management Fees and the Administration Fees are adjusted annually according to the official inflation rate in Greece or such other country where Maritime was headquartered during the preceding year. On August 9, 2016, the Company amended the Head Management Agreement with Maritime to provide that in the event that the official inflation rate for any calendar year is deflationary, no adjustment shall be made to the Ship-management Fees and the Administration Fees, which will remain, for the particular calendar year, as per the previous calendar year. Effective January 1, 2018 and 2019, the Ship-management Fees and the Administration Fees were increased by 1.12% and 0.62%, respectively in line with the average inflation rate in Greece in 2017 and 2018, respectively.

 

The following amounts were charged by Maritime pursuant to the head management and ship-management agreements with the Company, and are included in the accompanying consolidated statements of comprehensive loss:

 

    Year Ended December 31,  
    2016     2017     2018  
Included in Voyage related costs and commissions                        
Charter hire commissions   $ 316     $ 368     $ 354  
                         
Included in Management fees, related parties                        
Ship-management Fees     631       712       720  
                         
Included in General and administrative expenses                        
Administration Fees     1,600       1,600       1,618  
                         
Total   $ 2,547     $ 2,680     $ 2,692  

 

On October 28, 2015, the Company issued a promissory note in the amount of $2.5 million in favor of Maritime Investors in connection with its election to receive a portion of the merger true-up shares in the form of a promissory note. The promissory note also includes amounts due to Maritime Investors for the payment of $0.6 million by Maritime Investors to LookSmart, representing the cash consideration of the merger, and the amounts that allowed the Company to pay miscellaneous transactional costs. The promissory note had a maturity of January 15, 2017 and an interest rate of 2.75% per annum. On August 9, 2016, the Company agreed with Maritime Investors to extend the maturity of the promissory note for one year, from January 15, 2017 to January 15, 2018, at the same terms and at no additional cost to us. In addition, on March 7, 2017, the Company agreed with Maritime Investors to further extend the maturity of the promissory note for one additional year, from January 15, 2018 to January 15, 2019, at the same terms and at no additional costs to the Company. On December 29, 2017, the Company entered into a third amendment to the promissory note (“Amended& Restated Promissory Note”), pursuant to which (i) the outstanding principal balance increased from $2.5 million to $5.0 million, (ii) the maturity date was extended to June 15, 2019, and (iii) the fixed interest rate was increased to 4.00% per annum, payable only in cash. In exchange for entering into the third amendment, the Company reduced the outstanding balance due to Maritime by $2.5 million. On June 29, 2018, the Company entered into an amendment to the Amended & Restated Promissory Note pursuant to which (i) the maturity date was extended to March 31, 2020, and (ii) the interest rate was increased to 4.5% per annum until repayment in full. Total interest expense on promissory note for the years ended December 31, 2016, 2017 and 2018, amounted to $69, $70 and $213, respectively, and is included in Interest and finance costs, net (Note 12) in the accompanying consolidated statements of comprehensive loss.

  

Under the terms of the credit facility agreement of one of the Company’s subsidiaries, Eighthone Corp. with EntrustPermal, no repayment of principal under the Amended & Restated Promissory Note may be made while any Paid In Kind (“PIK”) interest or Principal Deficiency Amount (as defined in the credit facility agreement) is outstanding under the credit facility.

 

As of December 31, 2017 and 2018, the balances due to Maritime were $2,125 and $3,402, respectively and are reflected in Due to related parties in the accompanying consolidated balance sheets. The balance with Maritime is interest free and with no specific repayment terms.

v3.19.1
Inventories
12 Months Ended
Dec. 31, 2018
Inventory Disclosure [Abstract]  
Inventories

4. Inventories:

 

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

 

    December 31, 2017     December 31, 2018  
Lubricants   $ 404     $ 428  
Bunkers     612       379  
Total   $ 1,016     $ 807  

v3.19.1
Vessels, Net
12 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
Vessels, Net

5. Vessels, net:

 

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

 

    Vessel     Accumulated     Net Book  
    Cost     Depreciation     Value  
Balance January 1, 2016   $ 147,789     $ (17,288 )   $ 130,501  
Depreciation           (5,768 )     (5,768 )
Vessel impairment charge     (9,729 )     6,337       (3,392 )
Balance December 31, 2016     138,060       (16,719 )     121,341  
Depreciation           (5,567 )     (5,567 )
Balance December 31, 2017     138,060       (22,286 )     115,774  
Depreciation           (5,500 )     (5,500 )
Vessel impairment charge     (3,750 )     1,468       (2,282 )
Balance December 31, 2018   $ 134,310     $ (26,318 )   $ 107,992  

 

As of December 31, 2016, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels. This review indicated that such carrying amount was not fully recoverable for the Company’s vessels Northsea Alpha and Northsea Beta. Consequently the carrying value of these vessels was written down resulting in a total impairment charge of $3,998, of which $3,392 was charged against Vessels, net, based on level 2 inputs of the fair value hierarchy, as discussed in Notes 2 and 10 and $606 was charged against Deferred charges, net, as discussed in Note 6.

 

As of December 31, 2018, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels. This review indicated that such carrying amount was not fully recoverable for the Company’s vessels Northsea Alpha and Northsea Beta. Consequently the carrying value of these vessels was written down resulting in a total impairment charge of $2,282 that was charged against Vessels, net, based on level 2 inputs of the fair value hierarchy, as discussed in Notes 2 and 10.

 

All of the Company’s vessels have been pledged as collateral to secure the bank loans discussed in Note 7.

v3.19.1
Deferred Charges, Net
12 Months Ended
Dec. 31, 2018
Deferred Charges Net  
Deferred Charges, Net

6. Deferred charges, net:

 

The movement in the deferred charges, net in the accompanying consolidated balance sheets are as follows:

 

    Dry docking  
    costs  
Balance, January 1, 2016   $           836  
Additions     364  
Amortization     (236 )
Impairment charge     (606 )
Balance, December 31, 2016     358  
Amortization     (73 )
Balance, December 31, 2017     285  
Additions     588  
Amortization     (133 )
Balance, December 31, 2018   $ 740  

 

The amortization of the dry docking costs is separately reflected in the accompanying consolidated statements of comprehensive loss.

 

The impairment charge of $606 relates to the impairments of the Northsea Alpha and the Northsea Beta as of December 31, 2016, discussed in Notes 2, 5 and 10.

v3.19.1
Long-term Debt
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Long-term Debt

7. Long-term Debt:

 

The amounts shown in the accompanying consolidated balance sheets at December 31, 2017 and 2018, are analyzed as follows:

 

Vessel (Borrower)   December 31, 2017     December 31, 2018  
(a) Northsea Alpha (Secondone)   $ 4,348     $ 4,055  
(a) Northsea Beta (Thirdone)     4,348       4,055  
(b) Pyxis Malou (Fourthone)     18,210       11,190  
(c) Pyxis Delta (Sixthone)     7,087       5,400  
(c) Pyxis Theta (Seventhone)     15,975       14,722  
(d) Pyxis Epsilon (Eighthone)     16,900       24,000  
Total   $ 66,868     $ 63,422  
                 
Current portion   $ 7,440     $ 4,503  
Less: Current portion of deferred financing costs     (136 )     (170 )
Current portion of long-term debt, net of deferred financing costs, current   $ 7,304     $ 4,333  
                 
Long-term portion   $ 59,428     $ 58,919  
Less: Non-current portion of deferred financing costs     (302 )     (790 )
Long-term debt, net of current portion and deferred financing costs, non-current   $ 59,126     $ 58,129  

 

(a) On September 26, 2007, Secondone and Thirdone jointly entered into a loan agreement with a financial institution for an amount of up to $24,560, in order to partly finance the acquisition cost of the vessels Northsea Alpha and Northsea Beta.
   
(b) Based on a loan agreement concluded on December 12, 2008, Fourthone borrowed $41,600 in February 2009 in order to partly finance the acquisition cost of the Pyxis Malou.

  

On February 28, 2018, the Company refinanced the then existing indebtedness of $26,906 under the Secondone, Thirdone and Fourthone loan agreements with a new 5-year secured loan of $20,500 and cash of $2,100. The remaining balance of $4,306 was written-off by the previous lender at closing, which was recorded as gain from debt extinguishment in the 2018 consolidated statement of comprehensive loss.

 

Each of Secondone’s and Thirdone’s outstanding loan balance at December 31, 2018, amounting to $4,055, is repayable in 17 remaining quarterly installments amounting to $1,665 in the aggregate, the first falling due in February 2019, and the last installment accompanied by a balloon payment of $2,390 falling due in February 2023. The first installment, amounting to $65 each, is followed by 16 amounting to $100 each.

 

As of December 31, 2018, the outstanding balance of Fourthone loan of $11,190 is repayable in 17 remaining quarterly installments amounting to $5,790, the first falling due in February 2019, and the last installment accompanied by a balloon payment of $5,400 falling due in February 2023. The first installment, amounting to $270, is followed by four amounting to $300 each, four amounting to $330 each, four amounting to $360 each and four amounting to $390 each.

 

The new loan bears interest at LIBOR plus a margin of 4.65% per annum.

 

As a condition subsequent to the execution of this loan agreement, the borrowers, Secondone, Thirdone and Fourthone, were required to re-domicile to the jurisdiction of the Republic of Malta. In March and April 2018, these vessel-owning companies completed their re-domiciliation and were renamed to SECONDONE CORPORATION LTD., THIRDONE CORPORATION LTD. and FOURTHONE CORPORATION LTD., respectively.

 

Standard loan covenants include, among others, a minimum liquidity and a minimum required Security Cover Ratio (“MSC”).

 

Covenants:

 

  The Company undertakes to maintain minimum deposits with the bank of $1,450 at all times, plus Maintenance Account of $145 per quarter ($85 for Fourthone and $30 for each of Secondone and Thirdone) until next special survey.
     
  MSC is to be at least 140% of the respective outstanding loan balance until February 2020, at least 150% until February 2022 and at least 155% thereafter.

 

(c) On October 12, 2012, Sixthone and Seventhone concluded as joint and several borrowers a loan agreement with a financial institution in order to partly finance the acquisition and construction cost of the Pyxis Delta and the Pyxis Theta, respectively. In February 2013, Sixthone drew down an amount of $13,500, while in September 2013, Seventhone drew down an amount of $21,300 (“Tranche A” and “Tranche B”, respectively). On September 29, 2016, the Company agreed with the lender of Sixthone to extend the maturity of Tranche A from May 2017 to September 2018, under the same amortization schedule and applicable margin. In addition, on June 6, 2017, the lender of Sixthone and Seventhone agreed to further extend the maturity of its respective loans from September 2018 to September 2022 under the same applicable margin, but with an extended amortization schedule.

 

The outstanding balance of the loan under Tranche A at December 31, 2018, of $5,400, is repayable in 15 quarterly installments of $338 each, the first falling due in March 2019, and the last installment accompanied by a balloon payment of $330 falling due in September 2022. In addition, the outstanding balance of the loan under Tranche B at December 31, 2018, of $14,722, is repayable in 15 quarterly installments of $313 each, the first falling due in March 2019, and the last installment accompanied by a balloon payment of $10,027 falling due in September 2022.

 

The main terms and conditions of the loan agreement dated October 12, 2012, as subsequently amended, are as follows:

 

  The loan bears interest at LIBOR, plus a margin of 3.35% per annum.

 

Covenants:

 

  The Company undertakes to maintain minimum deposits with the bank of $1,000 at all times.
     
  The ratio of the Company’s total liabilities to market value adjusted total assets is not to exceed 65%. This requirement is only applicable in order to assess whether the two Vessel-owning companies are entitled to distribute dividends to Pyxis. As of December 31, 2017, the requirement was met as such ratio was marginally lower than 65%. As of December 31, 2018, the relevant ratio was 68%, or 3% higher than the required threshold.
     
  MSC is to be at least 130% of the respective outstanding loan balance.

 

(d) Based on a loan agreement concluded on January 12, 2015, Eighthone borrowed $21,000 on the same date in order to partly finance the construction cost of the Pyxis Epsilon. The outstanding balance of the loan at December 31, 2017, was $16,900.

 

On September 27, 2018, Eighthone entered into a new $24,000 loan agreement, for the purpose of refinancing the outstanding indebtedness of $16,000 under the previous loan facility and for general corporate purposes. The new facility matures in September 2023 and is secured by a first priority mortgage over the vessel, general assignment covering earnings, insurances and requisition compensation, an account pledge agreement and a share pledge agreement concerning the respective vessel-owning subsidiary and technical and commercial managers’ undertakings.

 

The new loan facility bears an interest rate of 11% of which 1.0% can be paid as PIK interest per annum for first two years, and 11.0% per annum thereafter and incurs fees due upfront and upon early prepayment or final repayment of outstanding principal.

 

The principal obligation amortizes in 18 quarterly installments starting in March 29, 2019, equal to the lower of $400 and excess cash computed through a cash sweep mechanism, plus a balloon payment due at maturity. As of December 31, 2018, the Company has assessed that no excess cash will be available to proceed with any debt repayment within the next twelve months, therefore no principal amortization will occur through December 31, 2019.

 

The facility also imposes certain customary covenants and restrictions with respect to, among other things, the borrower’s ability to distribute dividends, incur additional indebtedness, create liens, change its share capital, engage in mergers, or sell the vessel and a minimum collateral value to outstanding loan principal.

 

Covenants:

 

  The Company undertakes to maintain minimum deposits with the bank of $750 at all times, plus an additional Dry Docking and Special Survey Reserve of $0.25 per day accumulated quarterly.
     
  MSC is to be at least 115% of the respective outstanding loan balance until September, 2020 and at least 125% thereafter.

 

Under the facility, a deferred fee may be payable on the occurrence of certain events including, among others, the sale of the vessel or on repayment or maturity of the loan. If payable, the amount due is calculated as the lesser of (a) 15% of the amount of the loan borrowed under the facility agreement and (b) 15% of the difference between (i) the charter-free fair market value of the vessel plus any dry dock reserve account balance and (ii) any outstanding loan amount at the time of the repayment or maturity of the facility. In the event that the deferred fee and the prepayment fee become simultaneously payable, only the higher of the prepayment fee or the deferred fee will be payable. Management has assessed this deferred fee as a contingent liability under ASC 450 and concluded that such loss contingency shall not be accrued by a charge in the consolidated statements of comprehensive loss, since information available does not indicate that is probable that the liability has been incurred as of the balance sheet date at December 31, 2018 and cannot be estimated.

 

Each loan is secured by a first priority mortgage over the respective vessel and a first priority assignment of the vessel’s insurances and earnings. Each loan agreement contains customary ship finance covenants including restrictions as to changes in management and ownership of the vessel and in dividend distributions when certain financial ratios are not met.

 

As of December 31, 2018, the Company was in compliance with all of its financial and MSC covenants with respect to its loan agreements, other than the ratio of total liabilities over the market value of the Company’s adjusted total assets with one of its lenders, which only restricts the ability of two vessel-owning companies to distribute dividends to Pyxis as discussed above in 7(c). In addition, as of December 31, 2018, there was no amount available to be drawn down by the Company under its existing loan agreements.

 

Assuming no principal repayments under the new loan of Eighthone discussed above, the annual principal payments required to be made after December 31, 2018, are as follows:

 

To December 31,   Amount  
2019   $ 4,503  
2020     4,693  
2021     4,813  
2022     14,643  
2023     34,770  
2024 and thereafter     -  
Total   $ 63,422  

 

Total interest expense on long-term debt for the years ended December 31, 2016, 2017 and 2018, amounted to $2,577, $2,674 and $3,835, respectively, and is included in Interest and finance costs, net (Note 12) in the accompanying consolidated statements of comprehensive loss. The Company’s weighted average interest rate (including the margin) for the years ended December 31, 2016, 2017 and 2018, was 3.27%, 3.74% and 6.00% per annum, including the promissory note discussed in Note 3, respectively.

v3.19.1
Equity Capital Structure and Equity Incentive Plan
12 Months Ended
Dec. 31, 2018
Retirement Benefits [Abstract]  
Equity Capital Structure and Equity Incentive Plan

8. Equity Capital Structure and Equity Incentive Plan:

 

The Company’s authorized common and preferred stock consists of 450,000,000 common shares and 50,000,000 preferred shares with a par value of USD 0.001 per share.

 

The amounts shown in the accompanying consolidated balance sheets as Additional paid-in capital represent contributions made by the stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained and advances for working capital purposes, net of subsequent distributions primarily from re-imbursement of certain payments to shipyards in respect to the construction of new-built vessels. There was no paid-in capital re-imbursement for the years ended December 31, 2017 and 2018.

 

On October 28, 2015, the Company’s board of directors approved an equity incentive plan (the “EIP”), providing for the granting of share-based awards to directors, officers and employees of the Company and its affiliates and to its consultants and service providers. The maximum aggregate number of shares of common stock of the Company that may be delivered pursuant to awards granted under the EIP, shall be equal to 15% of the then issued and outstanding number of shares of common stock. On the same date the Company’s board of directors approved the issuance of 33,222 restricted shares of the Company’s common stock to certain of its officers that were issued later in 2016. On November 15, 2017, 200,000 restricted shares of the Company’s common stock were granted and issued to a senior officer of the Company, which were vested immediately upon issuance. The fair value of such restricted shares based on the average of the high-low trading price of the shares on November 15, 2017, was $355, which was recorded as a non-cash stock compensation and included in the consolidated statement of comprehensive loss under General and administrative expenses for the year ended December 31, 2017. During the year ended December 31, 2018, no additional shares were granted under the EIP and as of December 31, 2018, there was no unrecognized compensation cost.

 

On December 6, 2017, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company, in a private placement, agreed to issue and sell to the Investors an aggregate of 2,400,000 shares of its common stock at a price per share of $2.00 (the “Private Placement”). As a condition of the Purchase Agreement, the Company, Maritime Investors and each of the Company’s directors and executive officers entered into lock-up agreements pursuant to which they could not, among other things, offer or sell shares of the Company’s common stock until the earlier of i) 30 days after effective date (as defined therein) and ii) the disposition by the Investors of all of the shares of common stock they received in the Private Placement. In connection with the Private Placement, the Company also entered into a registration rights agreement with the Investors, pursuant to which the Company was obligated to prepare and file with the Securities and Exchange Commission (“SEC”) a registration statement to register for resale the registrable securities (as defined therein) on or prior to December 21, 2017. The Private Placement closed on December 8, 2017, resulting in gross proceeds of $4,800, before deducting offering expenses of approximately $509, which were used for general corporate purposes, including the repayment of outstanding indebtedness. On December 19, 2017, the Company filed with the SEC a registration statement on Form F-3 to register for resale the shares of common stock issued under the Purchase Agreement, which was declared effective on January 3, 2018.

 

On February 2, 2018, the Company filed with the SEC a registration statement on Form F-3, under which it may sell from time to time common stock, preferred stock, debt securities, warrants, purchase contracts and units, each as described therein, in any combination, in one or more offerings up to an aggregate dollar amount of $100,000. In addition, the selling stockholders referred to in the registration statement may sell in one of more offerings up to 5,233,222 shares of the Company’s common stock from time to time as described therein. The registration statement was declared effective by the SEC on February 12, 2018.

 

As of December 31, 2017 and following the issuance of the 200,000 shares of common stock under the EIP, as well as the issuance of the 2,400,000 shares of common stock pursuant to the Private Placement, both discussed above, the Company’s outstanding common shares increased from 18,277,893 to 20,877,893. As of December 31, 2018 following the issuance and sale of 182,297 shares of common stock under the At The Market (“ATM”) Program, the Company’s outstanding common shares increased from 20,877,893 to 21,060,190.

v3.19.1
Loss Per Common Share
12 Months Ended
Dec. 31, 2018
Loss Per Common Share  
Loss Per Common Share

9. Loss per Common Share:

 

    For the years ended December 31,  
    2016     2017     2018  
Net loss available to common stockholders   $ (5,813 )   $ (5,243 )   $ (8,214 )
                         
Weighted average number of common shares, basic and diluted     18,277,893       18,461,455       20,894,202  
                         
Loss per common share, basic and diluted   $ (0.32 )   $ (0.28 )   $ (0.39 )

v3.19.1
Risk Management and Fair Value Measurements
12 Months Ended
Dec. 31, 2018
Risk Management And Fair Value Measurements  
Risk Management and Fair Value Measurements

10. Risk Management and Fair Value Measurements:

 

The principal financial assets of the Company consist of cash and cash equivalents and trade accounts receivable due from charterers. The principal financial liabilities of the Company consist of long-term bank loans, trade accounts payable, amounts due to related parties and a promissory note.

 

Interest rate risk: The Company’s interest rates are calculated at LIBOR plus a margin, as discussed in Note 7 and hence the Company is exposed to movements in LIBOR. In order to hedge its variable interest rate exposure, on January 19, 2018, the Company, via one of its vessel-ownings subsidiaries, entered into an interest rate cap agreement with one of its lenders for a notional amount of $10,000 and a cap rate of 3.5%. The interest rate cap will terminate on July 18, 2022.

 

Credit risk: Credit risk is minimized since trade accounts receivable from charterers are presented net of the relevant provision for uncollectible amounts, whenever required. On the balance sheet date there were no significant concentrations on credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset on the balance sheet. 

 

Currency risk: The Company’s transactions are denominated primarily in U.S. dollars; therefore overall currency exchange risk is limited. Balances in foreign currency other than U.S. dollars are not considered significant.

 

Fair value: The Management has determined that the fair values of the assets and liabilities as of December 31, 2018 are as follows:

 

   

Carrying

Value

   

Fair

Value

 
Cash and cash equivalents   $ 4,204     $ 4,204  
Trade accounts receivable, net   $ 2,585     $ 2,585  
Trade accounts payable   $ 4,746     $ 4,746  
Long-term debt with variable interest rates, net   $ 39,422     $ 39,422  
Long-term loans and promissory note with non-variable interest rates, net   $ 29,000     $ 29,000  

 

Assets measured at fair value on a recurring basis: Interest rate cap

 

The Company’s interest rate cap does not qualify for hedge accounting. The Company adjusts its interest rate cap contract to fair market value at the end of every period and records the resulting gain or loss during the period in the consolidated statements of comprehensive loss. Information on the classification, the derivative fair value and the loss from financial derivative instrument included in the consolidated financial statements is shown below:

 

Consolidated Balance Sheets – Location   December 31, 2017     December 31, 2018  
Financial derivative instrument – Other non-current assets   $        -     $         28  
                 

 

Consolidated Statements of Comprehensive Loss - Location   December 31, 2017     December 31, 2018  
Financial derivative instrument – Initial cost   $          -     $       (47 )
Financial derivative instrument – Fair value as at period end     -       28  
Loss from financial derivative instrument   $ -     $ (19 )

 

Assets measured at fair value on a recurring basis: Interest rate cap

 

The fair value of the Company’s interest rate cap agreement is determined based on market-based LIBOR rates. LIBOR rates are observable at commonly quoted intervals for the full term of the cap and therefore, are considered Level 2 items in accordance with the fair value hierarchy.

 

Assets measured at fair value on a non-recurring basis: Long lived assets held and used

 

As of December 31, 2016, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels. This review indicated that such carrying amount was not fully recoverable for the Company’s vessels Northsea Alpha and Northsea Beta. Consequently, the carrying value of these vessels was written-down as presented in the table below.

 

Vessel   Significant Other
Observable Inputs
(Level 2)
   

Impairment Loss

charged against
Vessels, net

   

Impairment Loss

charged against
Deferred charges, net

    Vessel Impairment
Charge
 
Northsea Alpha   $         8,000     $        1,770     $         292     $        2,062  
Northsea Beta     8,000       1,622       314       1,936  
TOTAL   $ 16,000     $ 3,392     $ 606     $ 3,998  

 

The fair value is based on level 2 inputs of the fair value hierarchy and reflects the Company’s best estimate of the value of each vessel on a time charter free basis, and is supported by a vessel valuation of an independent shipbroker as of December 31, 2016, which is mainly based on recent sales and purchase transactions of similar vessels.

 

The Company recognized the total Vessel impairment charge of $3,998, which is included in the accompanying consolidated statements of comprehensive loss for the year ended December 31, 2016.

 

No impairment loss was recognized for the year ended December 31, 2017.

 

As of December 31, 2018, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels. This review indicated that such carrying amount was not fully recoverable for the Company’s vessels Northsea Alpha and Northsea Beta. Consequently the carrying value of these vessels was written-down to their respective fair values as presented in the table below.

 

Vessel   Significant Other
Observable Inputs
(Level 2)
    Vessel Impairment
Charge (charged against
Vessels, net)
 
Northsea Alpha   $ 6,125     $         1,142  
Northsea Beta     6,125       1,140  
TOTAL   $ 12,250     $ 2,282  

 

The fair value is based on level 2 inputs of the fair value hierarchy and reflects the Company’s best estimate of the value of each vessel on a time charter free basis, and is supported by a vessel valuation of an independent shipbroker as of March 31, 2018 and December 31, 2018, respectively, which is mainly based on recent sales and purchase transactions of similar vessels.

 

The Company recognized the total Vessel impairment charge of $2,282 which is included in the accompanying consolidated statements of comprehensive loss for the year ended December 31, 2018.

 

The Company performs an impairment exercise whenever there are indicators of impairment. As of December 31, 2017 and 2018, the Company did not have any other assets or liabilities measured at fair value on a non- recurring basis.

v3.19.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

11. Commitments and Contingencies:

 

Minimum contractual charter revenues:

 

The Company employs certain of its vessels under lease agreements. Time charters typically may provide for variable lease payments, charterers’ options to extend the lease terms at higher rates and termination clauses. The Company’s contracted time charters as of December 31, 2018, range from one to three months, with varying extension periods at the charterers’ option and do not provide for variable lease payments. Our time charters contain customary termination clauses which protect either the Company or the charterers from material adverse situations.

 

Future minimum contractual charter revenues, gross of 1.25% address commission and 1.25% brokerage commissions to Maritime and of any other brokerage commissions to third parties, based on the vessels’ committed, non-cancelable, long-term time charter contracts as of December 31, 2018, are as follows:

 

 

Year ending December 31,   Amount  
2019   $ 2,813  
    $ 2,813  

 

Make-Whole and Put Right: The Make-Whole Right is defined in Section 4.12(a) of the Agreement and Plan of Merger, dated as of April 23, 2015 and as thereafter amended between the Company, Merger Sub, LS and LookSmart Group, Inc. (the “Merger Agreement” and the transactions contemplated therein, the “Merger”). Pursuant to the Make-Whole Right, if Pyxis conducts an offering of its common stock or a sale of Pyxis and/or substantially all of its assets (either, a “Future Pyxis Offering”) at a price per share (the “New Offering Price”) that is less than $4.30 following the Merger, then a LS stockholder of record on April 29, 2015, who on the date of the consummation of a Future Pyxis Offering continues to hold Pyxis common shares that the LS stockholder received in connection with the Merger (the “MWR Holder”), is entitled to receive in Pyxis common shares the difference between the New Offering Price and $4.30 (i.e., the Make-Whole Right) per Pyxis common share still held by such MWR Holder. Under Section 4.12(d) of the Merger Agreement, the Make-Whole Right applies only to the first Future Pyxis Offering following the closing of the Merger, provided that such Future Pyxis Offering results in gross proceeds to Pyxis of at least $5 million (excluding the proceeds from any shares purchased by certain affiliates). In December 2017, Pyxis completed a common stock offering (the “Offering”), which resulted in gross proceeds of $4.8 million. The Offering qualified as Future Pyxis Offering and thus, the Make-Whole Right is no longer available. The Put Right is defined in Section 4.12(c) of the Merger Agreement. Pursuant to the Put Right, if a Future Pyxis Offering has not occurred within three (3) years of the closing date of the Merger (i.e., by October 28, 2018), each MWR Holder may, at its option following written notice to Pyxis, require that Pyxis purchase a pro rata amount of Pyxis common stock from such MWR Holder (based on the total amount of shares of Pyxis common stock held by all MWR Holders) that will result in, among other things, an amount of gross proceeds not to exceed an aggregate of $2 million (i.e., the Put Right). As discussed above, in December 2017 Pyxis completed the Offering, which qualified as a Future Pyxis Offering and accordingly, the Put Right is no longer available to MWR Holders.

 

Other: Various claims, suits and complaints, including those involving government regulations and environmental liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims not covered by insurance or contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.

 

The Company accrues for the cost of environmental and other 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 other claims or contingent liabilities, which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the individual vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

v3.19.1
Interest and Finance Costs, Net
12 Months Ended
Dec. 31, 2018
Interest And Finance Costs Net  
Interest and Finance Costs, Net

12. Interest and Finance Costs, net:

 

The amounts in the accompanying consolidated statements of comprehensive loss are analyzed as follows:

 

    For the years ended December 31,  
    2016     2017     2018  
Interest on long-term debt (Note 7)   $ 2,577     $ 2,674     $ 3,835  
Interest on promissory note (Note 3)     69       70       213  
Long-term debt prepayment fees                 56  
Amortization and write-off of financing costs     164       153       386  
Total   $ 2,810     $ 2,897     $ 4,490  

v3.19.1
Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events:

 

The Company evaluated subsequent events up to March 29, 2019 and assessed that there are no subsequent events that should be disclosed.

v3.19.1
Schedule I - Condensed Financial Information of PYXIS TANKERS INC. (Parent Company Only)
12 Months Ended
Dec. 31, 2018
Condensed Financial Information Disclosure [Abstract]  
Schedule I - Condensed Financial Information of PYXIS TANKERS INC. (Parent Company Only)

Schedule I – Condensed Financial Information of PYXIS TANKERS INC. (Parent Company Only)

Balance Sheets

As at December 31, 2017 and 2018

(Expressed in thousands of U.S. Dollars, except for share and per share data)

 

    2017     2018  
ASSETS                
                 
CURRENT ASSETS:                
Cash and cash equivalents   $     $ 17  
Due from related parties     572       9,578  
Prepayments and other assets     42       29  
Total current assets     614       9,624  
                 
NON-CURRENT ASSETS:                
Restricted cash     2,695        
Investment in subsidiaries*     50,082       35,598  
Total non-current assets     52,777       35,598  
Total assets   $ 53,391     $ 45,222  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
CURRENT LIABILITIES:                
Accounts payable   $ 72     $ 162  
Accrued and other liabilities     163       117  
Total current liabilities     235       279  
                 
NON-CURRENT LIABILITIES:                
Promissory note     5,000       5,000  
Total non-current liabilities     5,000       5,000  
                 
COMMITMENTS AND CONTINGENCIES            
                 
STOCKHOLDERS’ EQUITY:                
Preferred stock ($0.001 par value; 50,000,000 shares authorized; none issued)            
Common stock ($0.001 par value; 450,000,000 shares authorized; 20,877,893 and 21,060,190 shares issued and outstanding as of December 31, 2017 and 2018, respectively)     21       21  
Additional paid-in capital     74,766       74,767  
Accumulated deficit     (26,631 )     (34,845 )
Total stockholders’ equity     48,156       39,943  
Total liabilities and stockholders’ equity   $ 53,391     $ 45,222  

 

* Eliminated on consolidation

 

Schedule I – Condensed Financial Information of PYXIS TANKERS INC. (Parent Company Only)

Statements of Comprehensive Loss

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars, except for share and per share data)

 

    2016     2017     2018  
Expenses:                        
General and administrative expenses   $ (2,344 )   $ (3,121 )   $ (2,314 )
Operating loss     (2,344 )     (3,121 )     (2,314 )
                         
Other expenses:                        
Interest and finance costs, net     (72 )     (73 )     (215 )
Total other expenses, net     (72 )     (73 )     (215 )
                         
Equity in loss of subsidiaries*     (3,397 )     (2,049 )     (5,685 )
                         
Net loss   $ (5,813 )   $ (5,243 )   $ (8,214 )
                         
Loss per common share, basic and diluted   $ (0.32 )   $ (0.28 )   $ (0.39 )
                         
Weighted average number of shares, basic and diluted     18,277,893       18,461,455       20,894,202  

 

* Eliminated on consolidation

 

Schedule I – Condensed Financial Information of PYXIS TANKERS INC. (Parent Company Only)

Statements of Stockholders’ Equity

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars, except for share and per share data)

 

    Common Stock     Additional
Paid-in
    Accumulated     Total
Stockholders’
 
    # of Shares     Par value     Capital     Deficit     Equity  
BALANCE, January 1, 2016     18,244,671     $ 18     $ 70,123     $ (15,575 )   $ 54,566  
Issuance of common stock  – EIP     33,222                          
Net loss                       (5,813 )     (5,813 )
BALANCE, December 31, 2016     18,277,893     $ 18     $ 70,123     $ (21,388 )   $ 48,753  
Issuance of common stock     2,400,000       3       4,288             4,291  
Issuance of common stock – EIP     200,000                         -  
Stock compensation                 355             355  
Net loss                       (5,243 )     (5,243 )
BALANCE, December 31, 2017     20,877,893     $ 21     $ 74,766     $ (26,631 )     48,156  
Net proceeds from the issuance of common stock     182,297             1             1  
Net loss                       (8,214 )     (8,214 )
BALANCE, December 31, 2018     21,060,190     $ 21     $ 74,767     $ (34,845 )   $ 39,943  

 

Schedule I – Condensed Financial Information of PYXIS TANKERS INC. (Parent Company Only)

Statements of Cash Flows

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars)

 

    2016     2017     2018  
Cash flows from operating activities:                        
Net loss   $ (5,813 )   $ (5,243 )   $ (8,214 )
Adjustments to reconcile net loss to net cash from operating activities:                        
Stock compensation           355        
Equity in loss of subsidiaries, net of dividends received*     5,647       2,049       5,685  
                         
Changes in assets and liabilities:                        
Due from related parties     -       (572 )     (206 )
Prepayments and other assets     2       (77 )     13  
Accounts payable     (121 )     (34 )     182  
Due to related parties     (4,087 )     1,678        
Accrued and other liabilities     (71 )     22       (46 )
Net cash used in operating activities   $ (4,443 )   $ (1,822 )   $ (2,586 )
                         
Cash flows from investing activities:                        
Net cash provided by investing activities   $     $     $  
                         
Cash flows from financing activities:                        
Gross proceeds from issuance of common stock           4,800       315  
Common stock offering costs           (414 )     (407 )
Net cash provided by / (used in) financing activities   $     $ 4,386     $ (92 )
                         
Net (decrease) / increase in cash and cash equivalents and restricted cash     (4,443 )     2,564       (2,678 )
                         
Cash and cash equivalents and restricted cash at the beginning of the year     4,574       131       2,695  
                         
Cash and cash equivalents and restricted cash at the end of the year   $ 131     $ 2,695     $ 17  

 

* Eliminated in consolidation

 

Schedule I – Condensed Financial Information of PYXIS TANKERS INC. (Parent Company Only)

For years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars, except for share and per share data)

 

In the condensed financial information of Pyxis, Pyxis’ investment in subsidiaries is stated at cost plus equity in undistributed earnings / losses of subsidiaries. In May 2016, Pyxis received dividend distributions from Sixthone and Seventhone amounting to $2,250, in the aggregate, based on the respective vessel-owning companies’ financial position as of and for the year ended December 31, 2015. During the years ended December 31, 2017 and 2018, Pyxis did not receive any dividend distributions from its subsidiaries.

 

The lender of Sixthone and Seventhone requires the ratio of the Company’s total liabilities to market value adjusted total assets not to exceed 65%. This requirement is only applicable in order to assess whether the two Vessel-owning companies are entitled to distribute dividends to Pyxis. As of December 31, 2017, the requirement was met as such ratio was marginally lower than 65%. As of December 31, 2018, the relevant ratio was 68%, or 3% higher than the required threshold. As discussed in Note 7, until the Company cures such non-compliance, neither Sixthone nor Seventhone will be permitted to make dividend distributions. Other than the above, there are no legal or regulatory restrictions on Pyxis’ ability to obtain funds from its subsidiaries through dividends, loans or advances.

 

The condensed financial information of Pyxis, as parent company only, should be read in conjunction with the Company’s consolidated financial statements.

v3.19.1
Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Changes in Accounting Policies

(a) Changes in accounting policies: The same accounting policies have been followed in these consolidated financial statements as were applied in the preparation of the Company’s consolidated financial statements for the year ended December 31, 2017, except as discussed below:

 

Revenues, net: The Company generates its revenues from charterers. The vessels are chartered using either spot charters, where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified charter rate, or time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate.

 

The following table presents the Company’s revenue disaggregated by revenue source, net of commissions, for the years ended December 31, 2016, 2017 and 2018:

 

   

December 31,

2016

   

December 31,

2017

   

December 31,

2018

 
Voyage revenues derived from spot charters, net   $ 9,295     $ 16,668     $ 16,990  
Voyage revenues derived from time charters, net     21,092       12,911       11,467  
Revenues, net   $ 30,387     $ 29,579     $ 28,457  

 

As of January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) 2014-09 “Revenue from Contracts with Customers (Topic 606)”. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The Company analyzed its contracts with charterers at the adoption date and has determined that its spot charters fall under the provisions of ASC 606, while its time charter agreements are lease agreements that contain certain non-lease components.

 

The Company elected to adopt ASC 606 by applying the modified retrospective transition method, recognizing the cumulative effect of adopting this guidance as an adjustment to the 2018 opening balance of accumulated deficit. As of December 31, 2017, there were no vessels employed under spot charters and as a result, the Company has not included any adjustments to the 2018 opening balance of accumulated deficit and prior periods were not retrospectively adjusted.

 

The Company assessed its contracts with charterers for spot charters during the year ended December 31, 2018 and concluded that there is one single performance obligation for its spot charter, which is to provide the charterer with a transportation service within a specified time period. In addition, the Company has concluded that a spot charter meets the criteria to recognize revenue over time as the charterer simultaneously receives and consumes the benefits of the Company’s performance. The adoption of this standard resulted in a change whereby the Company’s method of revenue recognition changed from discharge-to-discharge (assuming a new charter has been agreed before the completion of the previous spot charter) to load-to-discharge. This resulted in no revenue being recognized from discharge of the prior spot charter to loading of the current spot charter and all revenue being recognized from loading of the current spot charter to discharge of the current spot charter. This change results in revenue being recognized later in the voyage, which may cause additional volatility in revenues and earnings between periods. Demurrage income represents payments by a charterer to a vessel owner when loading or discharging time exceeds the stipulated time in the spot charter. The Company has determined that demurrage represents a variable consideration and estimates demurrage at contract inception. Demurrage income estimated, net of address commission, is recognized over the time of the charter as the performance obligation is satisfied.

 

Under a spot charter, the Company incurs and pays for certain voyage expenses, primarily consisting of brokerage commissions, port and canal costs and bunker consumption, during the spot charter (load-to-discharge) and during the ballast voyage (date of previous discharge to loading, assuming a new charter has been agreed before the completion of the previous spot charter). Before the adoption of ASC 606, all voyage expenses were expensed as incurred, except for brokerage commissions. Brokerage commissions are deferred and amortized over the related voyage period in a charter to the extent revenue has been deferred since commissions are earned as the Company’s revenues are earned. Under ASC 606 and after the implementation of ASC 340-40 “Other assets and deferred costs” for contract costs, incremental costs of obtaining a contract with a customer and contract fulfillment costs, should be capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. The Company assessed the new guidance and concluded that voyage costs during the ballast voyage represented costs to fulfil a contract which give rise to an asset and should be capitalized and amortized over the spot charter, consistent with the recognition of voyage revenues from spot charter from load-to-discharge, while voyage costs incurred during the spot charter should be expensed as incurred. With respect to incremental costs, the Company has selected to adopt the practical expedient in the guidance and any costs to obtain a contract will be expensed as incurred, for the Company’s spot charters that do not exceed one year. Vessel operating expenses are expensed as incurred. The Company’s adoption of the new revenue standard, did not have a material effect on the consolidated statement of comprehensive loss for the year ended December 31, 2018 and the consolidated balance sheet as of December 31, 2018, since only one vessel was under spot charter as of December 31, 2018.

  

In addition, pursuant to this standard and the new Leases standard (discussed below), as of January 1, 2018, the Company elected to present Revenues net of address commissions. Address commissions represent a discount provided directly to the charterers based on a fixed percentage of the agreed upon charter. Since address commissions represent a discount (sales incentive) on services rendered by the Company and no identifiable benefit is received in exchange for the consideration provided to the charterer, these commissions are presented as a reduction of revenue in the accompanying consolidated statements of comprehensive loss. In this respect, for the year ended December 31, 2016 and 2017, Revenues, net and Voyage related costs and commissions each decreased by $323 and $247, respectively. This reclassification has no impact on the Company’s consolidated financial position and results of operations for any of the periods presented.

 

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, in accordance with the optional exception in ASC 606.

 

Revenues for the years ended December 31, 2016, 2017 and 2018, deriving from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues), were as follows:

 

Charterer   2016     2017     2018  
A           15 %      
B            12 %            
C     20 %     16 %      
D     14 %            
E     10 %            
F           18 %      
G                 23 %
H                 15 %
      56 %     49 %     38 %

 

Leases: In February 2016, Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842), which was amended and supplemented by ASU 2017-13, ASU 2018-01 and ASU 2018-11. The new lease standard does not substantially change lessor accounting. ASC 842 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. Entities are also provided with practical expedients that allow entities to not (i) reassess whether any expired or existing contracts are considered or contain leases; (ii) reassess the lease classification for any expired or existing leases; and (iii) reassess initial direct costs for any existing leases. In addition, the new standard (i) provides entities with an additional (and optional) transition method to adopt the new leases standard, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests and (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if both of the following are met: (a) The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same and (b) The lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842.

 

The Company elected to early adopt ASC 842 as of September 30, 2018 with adoption reflected as of January 1, 2018. The Company adopted the standard by using the modified retrospective method and selected the additional optional transition method. The Company also selected to apply all the practical expedients discussed above. In this respect no cumulative-effect adjustment was recognized to the 2018 opening balance of accumulated deficit. The Company assessed its new time charter contracts at the adoption date under the new guidance and concluded that these contracts contain a lease with the related executory costs (insurance), as well as non-lease components to provide other services related to the operation of the vessel, with the most substantial service being the crew cost to operate the vessel. The Company concluded that the criteria for not separating the lease and non-lease components of its time charter contracts are met, since (i) the time pattern of recognizing revenues for crew and other services for the operation of the vessels, is similar to the time pattern of recognizing rental income, (ii) the lease component of the time charter contracts, if accounted for separately, would be classified as an operating lease, and (iii) the predominant component in its time charter agreements is the lease component. Brokerage and address commissions on time charter revenues are deferred and amortized over the related voyage period in a charter to the extent revenue has been deferred, since commissions are earned as revenues earned, and are presented in voyage expenses and as a reduction to voyage revenues (see above), respectively. Vessel operating expenses are expensed as incurred. By taking the practical expedients, existing time charters at January 1, 2018 continue to be accounted for under ASC 840 while new time charters commenced in 2018 are accounted for under ASC 842. The early adoption of ASC 842 had no effect on the Company’s consolidated financial position and results of operations for the year ended December 31, 2018.

  

Restricted Cash: As of January 1, 2018, the Company adopted the ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash”, which requires that the statement of cash flows explain the change in the total of cash and cash equivalents and restricted cash. ASU 2016-18 was adopted retrospectively for the years ended December 31, 2016, 2017 and 2018, and restricted cash of $5,000, $5,000 and $3,659, respectively, has been aggregated with cash and cash equivalents in both the beginning-of-period and end-of-period line items of the consolidated statements of cash flows for each of the periods presented. The implementation of this update has no impact on the Company’s consolidated balance sheet and consolidated statement of comprehensive loss.

 

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that are presented in the accompanying consolidated statement of cash flows for the years ended December 31, 2016, 2017 and 2018.

 

   

December 31,

2016

   

December 31,

2017

   

December 31,

2018

 
Cash and cash equivalents   $ 783     $ 1,693     $ 545  
Restricted cash, current portion     143       141       255  
Restricted cash, net of current portion     4,857       4,859       3,404  
Total cash and cash equivalents and restricted cash   $ 5,783     $ 6,693     $ 4,204  

 

Business combinations: As of January 1, 2018, the Company adopted the ASU No. 2017-01, “Business Combinations” (Topic 805) which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Under current implementation guidance, the existence of an integrated set of acquired activities (inputs and processes that generate outputs) constitutes an acquisition of business. This ASU provides a screen to determine when a set of assets and activities does not constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The following assets are considered as a single asset for the purposes of the evaluation: (i) a tangible asset that is attached to and cannot be physically removed and used separately from another tangible assets (or an intangible asset representing the right to use a tangible asset) and (ii) in place lease intangibles, including favorable and unfavorable intangible assets or liabilities, and the related leased assets. The implementation of this update had no effect on the Company’s consolidated financial position and results of operations for the year ended December 31, 2018.

Principles of Consolidation

(b) Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of Pyxis and its wholly-owned subsidiaries (the Vessel-owning companies and Merger Sub). All intercompany balances and transactions have been eliminated upon consolidation.

 

Pyxis, as the holding company, determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity. Under Accounting Standards Codification (“ASC”) 810 “Consolidation” a voting interest entity is an entity in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make financial and operating decisions. Pyxis consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%), of the voting interest. Variable interest entities (“VIE”) are entities as defined under ASC 810-10, that in general either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company absorbs a majority of an entity’s expected losses, receives a majority of an entity’s expected residual returns, or both. The company with a controlling financial interest, known as the primary beneficiary, is required to consolidate the VIE. Pyxis evaluates all arrangements that may include a variable interest in an entity to determine if it may be the primary beneficiary, and would be required to include assets, liabilities and operations of a VIE in its consolidated financial statements. As of December 31, 2018, no such interest existed.

Use of Estimates

(c) Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from these estimates.

Comprehensive Income / (Loss)

(d) Comprehensive Income / (Loss): The Company follows the provisions of ASC 220 “Comprehensive Income”, which requires separate presentation of certain transactions which are recorded directly as components of equity. The Company had no transactions which affect comprehensive loss during the years ended December 31, 2016, 2017 and 2018 and, accordingly, comprehensive loss was equal to net income loss.

Foreign Currency Translation

(e) Foreign Currency Translation: The functional currency of the Company is the U.S. dollar as the Company’s vessels operate in international shipping markets and, therefore, primarily transact business in U.S. dollars. The Company’s accounting records are maintained in U.S. dollars. Transactions involving other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Resulting gains or losses are included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss. All amounts in the financial statements are presented in thousand U.S. dollars rounded at the nearest thousand.

Commitments and Contingencies

(f) Commitments and Contingencies: Provisions are recognized when: the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.

Insurance Claims Receivable

(g) Insurance Claims Receivable: The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the claim is not subject to litigation.

Concentration of Credit Risk

(h) Concentration of Credit Risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with qualified financial institutions with high creditworthiness. The Company performs periodic evaluations of the relative creditworthiness of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable.

Cash and Cash Equivalents and Restricted Cash

(i) Cash and Cash Equivalents and Restricted Cash: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. Restricted cash is associated with pledged retention accounts in connection with the loan repayments and minimum liquidity requirements under the loan agreements discussed in Note 7 and is presented separately in the accompanying consolidated balance sheets.

Income Taxation

(j) Income Taxation: Under the laws of the Republic of the Marshall Islands, the country of incorporation of the Vessel-owning companies, and/or the vessels’ registration, the Vessel-owning companies are not liable for any income tax on their income derived from shipping operations. Instead, a tax is levied depending on the countries where the vessels trade based on their tonnage, which is included in Vessel operating expenses in the accompanying consolidated statements of comprehensive loss. The Vessel-owning companies with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S. related gross transportation income unless an exemption applies. The Company believes that based on current legislation the relevant Vessel-owning companies are entitled to an exemption because they satisfy the relevant requirements, namely that (i) the related Vessel-owning companies are incorporated in a jurisdiction granting an equivalent exemption to U.S. corporations and (ii) over 50% of the ultimate stockholders of the vessel-owning companies are residents of a country granting an equivalent exemption to U.S. persons.

 

Under the laws of the Republic of Malta, the country of incorporation of the Vessel-owning companies, and/or the vessels’ registration, the Vessel-owning companies are not liable for any income tax on their income derived from shipping operations. The Republic of Malta is a country that has an income tax treaty with the United States. Accordingly, income earned by our subsidiaries organized under the laws of Malta may qualify for a treaty-based exemption. In fact Article 8 (Shipping and Air Transport) of that Treaty sets out the relevant rule to the effect that profits of an enterprise of a Contracting State from the operation of ships in international traffic shall be taxable only in that State.

Inventories

(k) Inventories: Inventories consist of lubricants and bunkers (where applicable) on board the vessels, which are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out (“FIFO”) method.

Trade Accounts Receivable, Net

(l) Trade Accounts Receivable, Net: Under spot charters, the Company normally issues its invoices to charterers at the completion of the voyage. Invoices are due upon issuance of the invoice. Since the Company satisfies its performance obligation over the time of the spot charter, the Company recognizes its unconditional right to consideration in trade accounts receivable, net of a provision for doubtful accounts, if any. Trade accounts receivable from spot charters as of December 31, 2017 and 2018 amounted to $689 and $2,581, respectively. The allowance for doubtful accounts at December 31, 2017 and 2018, was $96 and nil, respectively. Under time charter contracts, the Company normally issues invoices on a monthly basis 30 days in advance of providing its services. Trade accounts receivable from time charters as of December 31, 2017 and 2018 amounted to $14 and $4, respectively. Hire collected in advance includes cash received prior to the balance sheet date and is related to revenue earned after such date.

Vessels, Net

(m) Vessels, Net: Vessels are stated at cost, which consists of the contract price and any material expenses incurred in connection with the acquisition (initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for her initial voyage, as well as professional fees directly associated with the vessel acquisition). Subsequent expenditures for major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise, these amounts are expensed as incurred.

 

The cost of each of the Company’s vessels is depreciated from the date of acquisition on a straight-line basis over the vessels’ remaining estimated economic useful life, after considering the estimated residual value. A vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate of $0.300 per ton. The Company estimates the useful life of the Company’s vessels to be 25 years from the date of initial delivery from the shipyard. In the event that future regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life will be adjusted at the date such regulations are adopted.

Impairment of Long Lived Assets

(n) Impairment of Long Lived Assets: The Company reviews its long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

 

In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions relating to time charter equivalent rates by vessel type, vessels’ operating expenses, vessels’ capital expenditures, vessels’ residual value, fleet utilization and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations.

 

To the extent impairment indicators are present, the projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed days and an estimated daily time charter rate for the unfixed days (based on recent market estimates for the first year and the most recent seven year historical average rates, where available thereafter, over the remaining estimated useful life of the vessels), expected outflows for vessels’ operating expenses, planned dry-docking and special survey expenditures, management fees expenditures which are adjusted every year, pursuant to the Company’s existing group management agreement, and fleet utilization of 85.0% to 98.6% (depending on the type of the vessel) for the first year and 98.0% or 93.0%, including scheduled off-hire days for planned dry-dockings and vessel surveys, for the years thereafter, based on historical experience. The residual value used in the impairment test is estimated to be approximately $0.3 per lightweight ton in accordance with the vessels’ depreciation policy.

 

As of December 31, 2016, the Company obtained market valuations for all its vessels from reputable marine appraisers. Based on these valuations, the Company identified impairment indications for all of its vessels, except for the Pyxis Epsilon. More specifically, the market values of these vessels were, in aggregate, $15,751 lower than their carrying values, including any unamortized deferred charges relating to special survey costs, as of December 31, 2016. In this respect, the Company performed an impairment analysis to estimate the future undiscounted cash flows for each of these vessels. The analysis resulted in higher undiscounted cash flows than each vessel’s carrying value as of December 31, 2016, except for the Northsea Alpha and the Northsea Beta for which a total Vessel impairment charge of $3,998 was recorded as of December 31, 2016, of which $3,392 was charged against Vessels, net and $606 against Deferred charges, net (Notes 5, 6 and 10).

 

As of December 31, 2017, the Company obtained market valuations for all its vessels from reputable marine appraisers. Based on these valuations, the Company identified impairment indications for certain of its vessels. More specifically, the market values of these vessels were, in aggregate, $8,299 lower than their carrying values, including any unamortized deferred charges relating to special survey costs, as of that date. In this respect, the Company performed an impairment analysis to estimate the future undiscounted cash flows for each of these vessels. The analysis resulted in higher undiscounted cash flows than each vessel’s carrying value as of December 31, 2017 and, accordingly, no adjustment to the vessels’ carrying values was required.

 

As of December 31, 2018, the Company obtained market valuations for all its vessels from reputable marine appraisers. Based on these valuations, the Company identified impairment indications for all of its vessels, except for the Pyxis Epsilon. More specifically, the market values of these vessels were, in aggregate, $9,987 lower than their carrying values, including any unamortized deferred charges relating to special survey costs, as of that date. In this respect, the Company performed an impairment analysis to estimate the future undiscounted cash flows for each of these vessels. The analysis resulted in higher undiscounted cash flows than each vessel’s carrying value as of December 31, 2018, except for the Northsea Alpha and the Northsea Beta, for which a total Vessel impairment charge of $2,282 was recorded as of December 31, 2018, against Vessels, net.

Financial Derivative Instruments

(o) Financial Derivative Instruments: The Company enters into interest rate derivatives to manage its exposure to fluctuations of interest rate risk associated with its borrowings. All derivatives are recognized in the consolidated financial statements at their fair value. The fair value of the interest rate derivatives is based on a discounted cash flow analysis. When such derivatives do not qualify for hedge accounting, the Company recognizes their fair value changes in current period earnings. When the derivatives qualify for hedge accounting, the Company recognizes the effective portion of the gain or loss on the hedging instrument directly in other comprehensive income / (loss), while the ineffective portion, if any, is recognized immediately in current period earnings. The Company, at the inception of the transaction, documents the relationship between the hedged item and the hedging instrument, as well as its risk management objective and the strategy of undertaking various hedging transactions. The Company also assesses at hedge inception whether the hedging instruments are highly effective in offsetting changes in the cash flows of the hedged items.

 

The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or its designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in consolidated statement of comprehensive loss. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to current period consolidated statement of comprehensive loss as financial income or expense.

Accounting for Special Survey and Dry-docking Costs

(p) Accounting for Special Survey and Dry-docking Costs: The Company follows the deferral method of accounting for special survey and dry-docking costs, whereby actual costs incurred at the yard and parts used in the dry-docking or special survey, are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Costs deferred are limited to actual costs incurred at the shipyard and costs incurred in the dry-docking or special survey. If a dry-dock or a survey is performed prior to the scheduled date, any remaining unamortized balances of the previous dry-dock and survey are immediately written-off. Unamortized dry-dock and survey balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of the vessel’s sale.

Financing Costs

(q) Financing Costs: Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as a direct deduction from the carrying amount of the debt liability. Such costs are deferred and amortized to Interest and finance costs in the consolidated statements of comprehensive loss during the life of the related debt using the effective interest method. Unamortized costs relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. Commitment fees relating to undrawn loan principal are expensed as incurred.

Fair Value Measurements

(r) Fair Value Measurements: The Company follows the provisions of Accounting Standard Update (“ASU”) 2015-07 “Fair Value Measurements and Disclosures”, Topic 820, which defines and provides guidance as to the measurement of fair value. This standard creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 10).

Segment Reporting

(s) Segment Reporting: The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters. The Company does not use discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot and does not identify expenses, profitability or other financial information for these charters. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide (subject to certain agreed exclusions) and, as a result, the disclosure of geographic information is impracticable. As a result, management, reviews operating results solely by revenue per day and operating results of the fleet and thus the Company has determined that it operates under one reportable segment.

Earnings / (Loss) per Share

(t) Earnings / (loss) per Share: Basic earnings / (loss) per share are computed by dividing net income / (loss) attributable to common equity holders by the weighted average number of shares of common stock outstanding. The computation of diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and is performed using the treasury stock method.

Stock Compensation

(u) Stock Compensation: The Company has a stock based incentive plan that covers directors and officers of the Company and its affiliates and its consultants and service providers. Awards granted are valued at fair value and compensation cost is recognized on a straight line basis, net of estimated forfeitures, over the requisite service period of each award. The fair value of restricted stock awarded to directors and officers of the Company at the grant date is equal to the closing stock price on that date and is amortized over the applicable vesting period using the straight-line method. The fair value of restricted stock awarded to non-employees is equal to the closing stock price at the grant date adjusted by the closing stock price at each reporting date and is amortized over the applicable performance period.

Going Concern

(v) Going Concern: The Company performs on a regular basis cash flow projections to evaluate whether it will be in a position to cover its liquidity needs for the next 12-month period and in compliance with the financial and security collateral cover ratio covenants under its existing debt agreements. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, with significant assumptions relating to time charter equivalent rates by vessel type, vessels’ operating expenses, vessels’ capital expenditures, fleet utilization, the Company’s management fees and general and administrative expenses, and cash flow requirements for debt servicing. The assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations.

 

As of December 31, 2018 the Company had a working capital deficit of $9,238, defined as current assets minus current liabilities. As of the filing date of the consolidated financial statements, the Company expects that it will be in a position to cover its liquidity needs for the next 12-month period through cash generated from operations and by managing its working capital requirements. In addition, the Company may consider the raising of capital including, debt, equity securities, joint ventures and / or sale of assets. Furthermore, the Company expects to be in compliance with the financial covenants under its existing debt agreements as discussed in Note 7 for the following 12-month period following the filing date if the consolidated financial statements.

New Accounting Pronouncements

(w) New Accounting Pronouncements:

 

Financial Instruments: In June 2016, the FASB issued ASU No. 2016-13– Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For public entities, the amendments of this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

 

Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (ASC 820) - Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance on fair value disclosures eliminates the following requirements for all entities: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the entity’s policy for the timing of transfers between levels of the fair value hierarchy; and (iii) the entity’s valuation processes for Level 3 fair value measurements. The following disclosure requirements were added to ASC 820 for public companies: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period and (ii) for recurring and nonrecurring Level 3 fair value measurements, the range and weighted average used to develop significant unobservable inputs and how the weighted average was calculated, with certain exceptions. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

 

The guidance makes the following modifications for public entities: (i) entities are required to provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future (the FASB also deleted the word “sensitivity,” which it said had caused confusion about whether the disclosure is intended to convey changes in unobservable inputs at a point in the future) and (ii) entities that use the practical expedient to measure the fair value of certain investments at their net asset values are required to disclose (1) the timing of liquidation of an investee’s assets and (2) the date when redemption restrictions will lapse, but only if the investee has communicated this information to the entity or announced it publicly. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, although early adoption is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

v3.19.1
Basis of Presentation and General Information (Tables)
12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Ownership and Operation of Tanker Vessels

All of the Vessel-owning companies are engaged in the marine transportation of liquid cargoes through the ownership and operation of tanker vessels, as listed below:

 

Vessel-owning

company

 

Incorporation

date

    Vessel     DWT    

Year

built

   

Acquisition

date

Secondone     05/23/2007       Northsea Alpha       8,615       2010     05/28/2010
Thirdone     05/23/2007       Northsea Beta       8,647       2010     05/25/2010
Fourthone     05/30/2007       Pyxis Malou       50,667       2009     02/16/2009
Sixthone     01/15/2010       Pyxis Delta       46,616       2006     03/04/2010
Seventhone     05/31/2011       Pyxis Theta       51,795       2013     09/16/2013
Eighthone     02/08/2013       Pyxis Epsilon       50,295       2015     01/14/2015

v3.19.1
Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Schedule of Revenue Disaggregated by Revenue Source

The following table presents the Company’s revenue disaggregated by revenue source, net of commissions, for the years ended December 31, 2016, 2017 and 2018:

 

   

December 31,

2016

   

December 31,

2017

   

December 31,

2018

 
Voyage revenues derived from spot charters, net   $ 9,295     $ 16,668     $ 16,990  
Voyage revenues derived from time charters, net     21,092       12,911       11,467  
Revenues, net   $ 30,387     $ 29,579     $ 28,457  

Summary of Revenue from Significant Charterers for 10% or More of Revenue

Revenues for the years ended December 31, 2016, 2017 and 2018, deriving from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues), were as follows:

 

Charterer   2016     2017     2018  
A           15 %      
B            12 %            
C     20 %     16 %      
D     14 %            
E     10 %            
F           18 %      
G                 23 %
H                 15 %
      56 %     49 %     38 %

Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that are presented in the accompanying consolidated statement of cash flows for the years ended December 31, 2016, 2017 and 2018.

 

   

December 31,

2016

   

December 31,

2017

   

December 31,

2018

 
Cash and cash equivalents   $ 783     $ 1,693     $ 545  
Restricted cash, current portion     143       141       255  
Restricted cash, net of current portion     4,857       4,859       3,404  
Total cash and cash equivalents and restricted cash   $ 5,783     $ 6,693     $ 4,204  

v3.19.1
Transactions with Related Parties (Tables)
12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
Schedule of Amounts Charged by Maritime Included in the Accompanying Consolidated Statements of Comprehensive Loss

The following amounts were charged by Maritime pursuant to the head management and ship-management agreements with the Company, and are included in the accompanying consolidated statements of comprehensive loss:

 

    Year Ended December 31,  
    2016     2017     2018  
Included in Voyage related costs and commissions                        
Charter hire commissions   $ 316     $ 368     $ 354  
                         
Included in Management fees, related parties                        
Ship-management Fees     631       712       720  
                         
Included in General and administrative expenses                        
Administration Fees     1,600       1,600       1,618  
                         
Total   $ 2,547     $ 2,680     $ 2,692  

v3.19.1
Inventories (Tables)
12 Months Ended
Dec. 31, 2018
Inventory Disclosure [Abstract]  
Schedule of Inventories

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

 

    December 31, 2017     December 31, 2018  
Lubricants   $ 404     $ 428  
Bunkers     612       379  
Total   $ 1,016     $ 807  

v3.19.1
Vessels, Net (Tables)
12 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
Schedule of Vessels

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

 

    Vessel     Accumulated     Net Book  
    Cost     Depreciation     Value  
Balance January 1, 2016   $ 147,789     $ (17,288 )   $ 130,501  
Depreciation           (5,768 )     (5,768 )
Vessel impairment charge     (9,729 )     6,337       (3,392 )
Balance December 31, 2016     138,060       (16,719 )     121,341  
Depreciation           (5,567 )     (5,567 )
Balance December 31, 2017     138,060       (22,286 )     115,774  
Depreciation           (5,500 )     (5,500 )
Vessel impairment charge     (3,750 )     1,468       (2,282 )
Balance December 31, 2018   $ 134,310     $ (26,318 )   $ 107,992  

v3.19.1
Deferred Charges, Net (Tables)
12 Months Ended
Dec. 31, 2018
Deferred Charges Net  
Schedule of Deferred Charges

The movement in the deferred charges, net in the accompanying consolidated balance sheets are as follows:

 

    Dry docking  
    costs  
Balance, January 1, 2016   $           836  
Additions     364  
Amortization     (236 )
Impairment charge     (606 )
Balance, December 31, 2016     358  
Amortization     (73 )
Balance, December 31, 2017     285  
Additions     588  
Amortization     (133 )
Balance, December 31, 2018   $ 740  

v3.19.1
Long-term Debt (Tables)
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt

The amounts shown in the accompanying consolidated balance sheets at December 31, 2017 and 2018, are analyzed as follows:

 

Vessel (Borrower)   December 31, 2017     December 31, 2018  
(a) Northsea Alpha (Secondone)   $ 4,348     $ 4,055  
(a) Northsea Beta (Thirdone)     4,348       4,055  
(b) Pyxis Malou (Fourthone)     18,210       11,190  
(c) Pyxis Delta (Sixthone)     7,087       5,400  
(c) Pyxis Theta (Seventhone)     15,975       14,722  
(d) Pyxis Epsilon (Eighthone)     16,900       24,000  
Total   $ 66,868     $ 63,422  
                 
Current portion   $ 7,440     $ 4,503  
Less: Current portion of deferred financing costs     (136 )     (170 )
Current portion of long-term debt, net of deferred financing costs, current   $ 7,304     $ 4,333  
                 
Long-term portion   $ 59,428     $ 58,919  
Less: Non-current portion of deferred financing costs     (302 )     (790 )
Long-term debt, net of current portion and deferred financing costs, non-current   $ 59,126     $ 58,129  

 

(a) On September 26, 2007, Secondone and Thirdone jointly entered into a loan agreement with a financial institution for an amount of up to $24,560, in order to partly finance the acquisition cost of the vessels Northsea Alpha and Northsea Beta.
   
(b) Based on a loan agreement concluded on December 12, 2008, Fourthone borrowed $41,600 in February 2009 in order to partly finance the acquisition cost of the Pyxis Malou.

Schedule of Principal Payments

Assuming no principal repayments under the new loan of Eighthone discussed above, the annual principal payments required to be made after December 31, 2018, are as follows:

 

To December 31,   Amount  
2019   $ 4,503  
2020     4,693  
2021     4,813  
2022     14,643  
2023     34,770  
2024 and thereafter     -  
Total   $ 63,422  

 

Total interest expense on long-term debt for the years ended December 31, 2016, 2017 and 2018, amounted to $2,577, $2,674 and $3,835, respectively, and is included in Interest and finance costs, net (Note 12) in the accompanying consolidated statements of comprehensive loss. The Company’s weighted average interest rate (including the margin) for the years ended December 31, 2016, 2017 and 2018, was 3.27%, 3.74% and 6.00% per annum, including the promissory note discussed in Note 3, respectively.

v3.19.1
Loss Per Common Share (Tables)
12 Months Ended
Dec. 31, 2018
Earnings Per Share [Abstract]  
Schedule of Loss Per Common Share

    For the years ended December 31,  
    2016     2017     2018  
Net loss available to common stockholders   $ (5,813 )   $ (5,243 )   $ (8,214 )
                         
Weighted average number of common shares, basic and diluted     18,277,893       18,461,455       20,894,202  
                         
Loss per common share, basic and diluted   $ (0.32 )   $ (0.28 )   $ (0.39 )

v3.19.1
Risk Management and Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2018
Risk Management And Fair Value Measurements  
Schedule of Fair Value of Assets and Liabilities

The Management has determined that the fair values of the assets and liabilities as of December 31, 2018 are as follows:

 

   

Carrying

Value

   

Fair

Value

 
Cash and cash equivalents   $ 4,204     $ 4,204  
Trade accounts receivable, net   $ 2,585     $ 2,585  
Trade accounts payable   $ 4,746     $ 4,746  
Long-term debt with variable interest rates, net   $ 39,422     $ 39,422  
Long-term loans and promissory note with non-variable interest rates, net   $ 29,000     $ 29,000  

Schedule of Financial Derivative Instrument Location

Information on the classification, the derivative fair value and the loss from financial derivative instrument included in the consolidated financial statements is shown below:

 

Consolidated Balance Sheets – Location   December 31, 2017     December 31, 2018  
Financial derivative instrument – Other non-current assets   $        -     $         28  
                 

Schedule of Gains Losses on Derivative Instruments

Consolidated Statements of Comprehensive Loss - Location   December 31, 2017     December 31, 2018  
Financial derivative instrument – Initial cost   $          -     $       (47 )
Financial derivative instrument – Fair value as at period end     -       28  
Loss from financial derivative instrument   $ -     $ (19 )

Schedule of Assets Measured at Fair Value on a Non-recurring Basis Long Lived Assets Held and Used

As of December 31, 2016, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels. This review indicated that such carrying amount was not fully recoverable for the Company’s vessels Northsea Alpha and Northsea Beta. Consequently the carrying value of these vessels was written-down as presented in the table below.

 

Vessel   Significant Other
Observable Inputs
(Level 2)
   

Impairment Loss

charged against
Vessels, net

   

Impairment Loss

charged against
Deferred charges, net

    Vessel Impairment
Charge
 
Northsea Alpha   $         8,000     $        1,770     $         292     $        2,062  
Northsea Beta     8,000       1,622       314       1,936  
TOTAL   $ 16,000     $ 3,392     $ 606     $ 3,998  

 

As of December 31, 2018, the Company reviewed the carrying amount in connection with the estimated recoverable amount for each of its vessels. This review indicated that such carrying amount was not fully recoverable for the Company’s vessels Northsea Alpha and Northsea Beta. Consequently the carrying value of these vessels was written-down to their respective fair values as presented in the table below.

 

Vessel   Significant Other
Observable Inputs
(Level 2)
    Vessel Impairment
Charge (charged against
Vessels, net)
 
Northsea Alpha   $ 6,125     $         1,142  
Northsea Beta     6,125       1,140  
TOTAL   $ 12,250     $ 2,282  

v3.19.1
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Contractual Charter Revenues

Year ending December 31,   Amount  
2019   $ 2,813  
    $ 2,813  

v3.19.1
Interest and Finance Costs, Net (Tables)
12 Months Ended
Dec. 31, 2018
Interest And Finance Costs Net  
Schedule of Interest and Finance Costs

The amounts in the accompanying consolidated statements of comprehensive loss are analyzed as follows:

 

    For the years ended December 31,  
    2016     2017     2018  
Interest on long-term debt (Note 7)   $ 2,577     $ 2,674     $ 3,835  
Interest on promissory note (Note 3)     69       70       213  
Long-term debt prepayment fees                 56  
Amortization and write-off of financing costs     164       153       386  
Total   $ 2,810     $ 2,897     $ 4,490  

v3.19.1
Basis of Presentation and General Information (Details Narrative)
$ in Thousands
12 Months Ended
Apr. 23, 2015
USD ($)
Dec. 31, 2018
Integer
Entity ownership interest   100.00%
Number of ownership interest entities | Integer   6
LOOKSMART LTD [Member]    
Expenses of merger | $ $ 600  
Mr. Valentis [Member]    
Percentage of beneficially owned common stock   80.90%
v3.19.1
Basis of Presentation and General Information - Schedule of Ownership and Operation of Tanker Vessels (Details) - Vessels [Member]
12 Months Ended
Dec. 31, 2018
Integer
Secondone Corporation Ltd [Member]  
Property, Plant and Equipment [Line Items]  
Entity incorporation date of incorporation May 23, 2007
Vessel Northsea Alpha
DWT 8,615
Year built 2010
Acquisition date May 28, 2010
Thirdone Corporation Ltd [Member]  
Property, Plant and Equipment [Line Items]  
Entity incorporation date of incorporation May 23, 2007
Vessel Northsea Beta
DWT 8,647
Year built 2010
Acquisition date May 25, 2010
Fourthone Corporation Ltd [Member]  
Property, Plant and Equipment [Line Items]  
Entity incorporation date of incorporation May 30, 2007
Vessel Pyxis Malou
DWT 50,667
Year built 2009
Acquisition date Feb. 16, 2009
Sixthone Corp [Member]  
Property, Plant and Equipment [Line Items]  
Entity incorporation date of incorporation Jan. 15, 2010
Vessel Pyxis Delta
DWT 46,616
Year built 2006
Acquisition date Mar. 04, 2010
Seventhone Corp [Member]  
Property, Plant and Equipment [Line Items]  
Entity incorporation date of incorporation May 31, 2011
Vessel Pyxis Theta
DWT 51,795
Year built 2013
Acquisition date Sep. 16, 2013
Eighthone Corp. [Member]  
Property, Plant and Equipment [Line Items]  
Entity incorporation date of incorporation Feb. 08, 2013
Vessel Pyxis Epsilon
DWT 50,295
Year built 2015
Acquisition date Jan. 14, 2015