Docoh
Loading...

PGAS Petrogress

Filed: 2 Jul 21, 2:00pm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period ended: March 31, 2021

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ________________

 

Commission File Number: 000-55854

 

petrogress inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

27-2019626   

(State or other jurisdiction of incorporation

of organization)

 

(I.R.S. Employer Identification No.)

 

1, Akti Xaveriou - 5th Floor 

Piraeus 18538 - Greece

(Address of principal executive offices & zip code)

+30 (210) 459-9741

(Registrants telephone number, including area code)

 

NONE

(Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

   

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

N/A

N/A

 

 

Indicate by check mark whether the registrant (1) has filed all report to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

 

There were, 35,152,658 shares of the Company’s common stock outstanding as on June 30th 2021.

 

 

 

 
   
   
 

TABLE OF CONTENTS

 
  

PAGE

 

Cautionary Statements Relevant to Forward-Looking Information

2

   
 

PART I

 
 

FINANCIAL INFORMATION

 

Item 1.

Consolidated Financial Statements

 
 

Consolidated Statement of Comprehensive Income for the three months ended March 31, 2021 and 2020

3

 

Consolidated Balance Sheet at March 31, 2021 and December 31, 2020

4

 

Consolidated Statement of Cash Flows for the three months Ended March 31, 2021 and 2020

5

 

Consolidated Statement of Equity for the three months Ended March 31, 2021 and 2020

6

 

Notes to Consolidated Financial Statements

7-11

Item 2.

Management’s Discussion and Analysis of the Financial Condition and Results of Operations

12-16

Item 3.

Quantitative and Qualitative Disclosures About Market Risks

16

Item 4.

Controls and Procedures

16

   
 

PART II

 
 

OTHER INFORMATION

 

Item 1.

Legal Proceedings

16

Item 1A.

Risk Factors

16

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 6.

Exhibits

17

 

Signatures

19

   

 

Page | 1

 

 

 

PETROGRESS, INC.

 

Unless the context otherwise indicates, references to “Petrogress Inc.” “we”, “our”, or “us”, or the “Company” in this Form 10-Q are references to Petrogress Inc, -a Delaware corporation- including its wholly owned and majority-owned subsidiaries, and its ownership interests in equity method investees (corporate entities, partnerships, limited liability companies and other ventures over which Petrogress Inc exerts significant influence by virtue of its ownership interest) companies. Our significant subsidiaries are “Petronav Carriers LLC.,” and “Petrogress Int’l LLC.”.

 

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

 

This quarterly report of Petrogress Corporation contains forward-looking statements relating to Petrogress operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals, transactions, vessels and other energy-related industries. All statements in this Report that are not representations of historical fact are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and subject to the safe-harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities” and similar expressions are intended to identify such forward-looking statements.

 

The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Unless legally required, Petrogress undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. 

 

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil prices; changing refining, marketing and chemicals margins; our ability to realize anticipated cost savings and expenditure reductions; actions of competitors or regulators; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the our suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil during the COVID-19 pandemic; the inability or failure of our joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of our operations due to war, accidents, piracy, political events, civil unrest, severe weather, cyber threats and terrorist acts, crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries, or other natural or human causes beyond the company's control; changing economic, regulatory and political environments in the countries in which we operate; general domestic and international economic and political conditions; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from other pending or future litigation; our future acquisition or disposition of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government-mandated sales, divestitures, recapitalizations, industry-specific taxes, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; and our ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; the company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 10 through 15 of the company’s 2020 Annual Report on Form 10-K, on pages 16 and 17 of this report and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this report could also have material adverse effects on forward-looking statements.

 

Page | 2

 

 

PART I FINANCIAL INFORMATION

Item 1 Consolidated Financial Statements

PETROGRESS, INC., AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(UNAUDITED)

 

Three months Ended March 31,

 
  2021  2020 

Revenues:

      

Revenues from crude oil sales

 $-  $616,000 

Revenues from gas oil sales

  870,000   1,166,000 

Revenues for lubricants sales

  -   113,802 

Revenues from freights & hires

  230,000   252,080 

Other Revenues

  404,235   - 

Total Revenues

 $1,504,235  $2,147,882 

Costs and other Deductions:

        

Costs of goods sold (crude oil)

  -   (572,000)

Costs of goods sold (gas oil)

  (630,000)  (745,513)

Costs of goods sold (lubricants)

  -   (35,697)

Vessels Leases & charters

  (489,465)    

Total Cost and Other Deductions

 $(1,119,465) $(1,353,210)

Gross profit

 $384,770  $794,672 

Operating expenses:

        

Corporate expenses

  (8,661)  (75,748)

Operating expenses of commodities trade

  (89,796)  - 

Fleet Operating expenses

  (58,970)  - 

General and administrative expenses

  (202,078))  (1,098,716)

Amortization expense

  (1,534)  (8,531)

Depreciation expense

  (152,822)  (154,696)

Total operating expenses

  (513,861)  (1,337,691)

Operating income / (loss) before other expenses and income tax

 $(129,091) $(543,019)

Other Income / (expense), net:

        

Interest and finance expenses

  -   (7,390)

Amortization of note discount

  -   (99,702)

Change in fair market value of derivative liabilities

  -   (256,808)

Other income / (expense), net

  (17,094)  (15,825)

Total other income / (expense), net

 $(17,094) $(379,725)

Income / (loss) before income taxes

 $(146,185) $(922,744)

Income tax expense

  -   - 

Net income / (loss)

 $(146,185) $(922,744)

Net income / (loss) attributable to:

        

Shareholders of the Company

  (146,185)  (910,397)

Non-controlling interests

  -   (12,347)

Other comprehensive loss, net of tax

        

Foreign currency translation adjustment

  -   - 

Comprehensive income / (loss)

 $(146,185) $(922,744)

Comprehensive income / (loss) attributable to:

        

Shareholders of the Company

  (146,185)  (910,397)

Non-controlling interests

  -   (12,347)

Weighted average number of common shares outstanding

        

Basic

  35,151,491   4,600,584 

Diluted

  -   - 

Basic earnings per share

  (0.0042)  (0.20)

Diluted earnings per share

  -   - 

 

See accompanying notes to consolidated financial statements.

 

Page | 3

 

 

PETROGRESS, INC., AND SUBSIDIARIES

Consolidated Statement of Balance Sheet

(UNAUDITED)

 

At March 31,

  

At December 31,

 
  

2021

  

2020

 

ASSETS

        

Current Assets

        

Cash and cash equivalents

 $218,159  $276,035 

Accounts receivable, net*

  3,252,674   2,136,790 

Claims receivable, net

  738,224   565,023 

Inventories

  682,601   903,036 

Due from affiliated companies

  -   - 

Prepaid expenses and other current assets

  762,355   1,428,407 

Total current assets

 $5,654,013  $5,309,291 

Non-Current Assets

        

Goodwill

  -   - 

Contract-related licensing agreements

  258,747   258,747 

Investments in subsidiaries

  999,881     

Right of use assets

  639,295   669,065 

Vessels and other fixed assets, net

  3,689,997   3,829,714 

Deferred charges, net

  -   1,534 

Security deposit

  15,144   13,033 

Total non-current assets

 $5,603,064  $4,772,093 

Total Assets

 $11,257,077  $10,081,384 

LIABILITIES AND SHAREHOLDERS EQUITY

        

Current Liabilities

        

Accounts payable and accrued expenses**

  3,165,021   2,000,721 

Due to related party

  551,450   695,321 

Loan facility from related party

  185,460   169,407 

Accrued interest

  3,129   16,682 

Lease liabilities

  12,138   12,704 

Due to affiliated companies

  -   - 

Short-Term Loans

  87,000   - 

Convertible promissory notes

  150,000   150,000 

Derivative liabilities

  -   - 

Total current liabilities

 $4,154,198  $3,044,835 

Non-Current Liabilities

        

Lease liabilities

  688,780   720,855 

Total liabilities

 $4,842,978  $3,765,690 

Commitments and Contingencies

  -     

Shareholders equity:

        

Series A Preferred shares, $100 par value, 100 shares authorized, 100 and 0 shares issued and outstanding as of March 31, 2021 and December 31, 2020.

 $10,000   10,000 

Shares of Common stock, $0.001 par value, 100,000,000 shares authorized, 35,152,558 and 35,151,058 shares issued and outstanding as of March 31, 2021 and December 31, 2020.

  35,153   35,151 

Additional paid-in capital

  10,800,897   10,561,797 

Accumulated comprehensive loss

  (10,064)  (15,552)

Retained earnings

  (4,421,887)  (4,275,702)

Equity attributable to Shareholders of the Company

 $6,414,099  $6,315,694 

Non-controlling interests

  -   - 

Total liabilities and shareholders equity

  11,257,077   10,081,384 

 

*      Accounts Receivable includes amount of $570,281 from subsidiaries

**    Accounts Payable includes amount of $ 1,031,351 to subsidiaries

 

Page | 4

 

 

PETROGRESS, INC., AND SUBSIDIARIES

Consolidated Statement of Cash Flows

(UNAUDITED)

 

Three months Ended March 31,

 
  2021  2020 
CASH FLOW FROM OPERATING ACTIVITIES        

Net (loss)

 $(146,185) $(922,744)

Adjustments to reconcile net income/ (loss) to net cash provided by operating activities:

        

Depreciation expense

  152,822   154,696 

Change in fair value of derivative liabilities

  -   256,808 

Share-based compensation expense

  244,590   110,119 

Loss on disposition of fixed assets

  -   - 

Amortization of discount on convertible note

  -   59,750 

Amount of derivative in excess of face value of PCN

  -   - 

Gain / (loss) on settlement of convertible promissory notes

  -   - 

Changes in working capital

        

(Increase) / Decrease in accounts receivable, net

  (1,115,884)  (37,826)

(Increase) / Decrease in claims receivable, net

  (173,201)  99,955 

(Increase) / Decrease in inventories

  220,435   (29,351)

(Increase) / Decrease in amounts due from related party

  -   - 

(Increase) / Decrease in prepaid expenses

  666,052   952,198 

Increase / (Decrease) in accounts payable and accrued expenses

  1,164,300   (333,315)

Increase / (Decrease) in amounts due to related party

  (143,871)  - 

Increase / (Decrease) in short terms loan

  87,000   - 

Increase / (Decrease) in accrued interest

  (13,553)  - 

Increase / (Decrease) in lease liabilities

  (32,641)  - 

(Increase) / Decrease in security deposit

  (2,111)  (806)

(Increase) / Decrease in deferred charges, net

  1,534   5,638 

CASH PROVIDED BY OPERATING ACTIVITIES

 $909,287  $315,122 

CASH FLOWS FROM INVESTING ACTIVITIES

        

Purchase of property, plant and equipment

  -   (60,113)

Investments in subsidiaries

  (999,881)  - 

Purchase of vessels and other equipment

  (13,104)  - 

Acquisition of intangible assets

  29,770   (258,747)

CASH USED IN INVESTING ACTIVITIES

  (983,215)  (318,860)

CASH FLOWS FROM FINANCING ACTIVITIES

        

Proceeds from convertible promissory notes

  -   - 

Proceeds from loan facility from related party

  16,053   - 

CASH PROVIDED BY FINANCING ACTIVITIES

 $16,053  $- 

Effects of exchange rate changes

  -   - 

NET DECREASE IN CASH

  (57,875)  (3,738)

CASH AT BEGINNING OF YEAR

  276,035   391,360 

CASH AT PERIOD END

 $218,159  $387,622 

 

See accompanying notes to consolidated financial statements.

 

Page | 5

 

 

PETROGRESS, INC., AND SUBSIDIARIES

 

Consolidated Statement of Equity

(Unaudited)

 

  

Preferred

Shares

number

  

Preferred

Shares

amount

  

Common Stocks

Number - Amount

  

Additional Paid

-in- capital

  

Accumulated Comprehensive

Loss Profit Deficit)

  

Total

  

Non-

Controlling

interest

  

Total

Shareholders

Equity

 

Balances at December 31, 2019

  100  $10,000   4,446,645  $4,447  $10,073,810  $( 9,763) $( 1,634,645) $8,443,849  $69,992  $8,513,841 

Common stock issued to settle liabilities

  -   -   325,556   325   101,381   -   -   101,706   -   101,706 

Common stock issued for services

  -   -   26,000   26   8,387   -   -   8,413   -   8,413 

Net loss

  -   -   -   -   -   -   (910,397)  (910,397)  (12,347)  (922,744)

Balances at March 31, 2020

  100  $10,000   4,798,201  $4,798  $10,183,578  $( 9,763) $( 2,545,042) $7,643,571  $57,645  $7,701,216 
                                         

Balances at December 31, 2020

  100  $10,000   35,151,058  $35,151  $10,561,797  $( 15,552) $( 4,275,702) $6,315,694  $-  $6,315,694 

Common stock issued for services

  -   -   1,500   2   239,100   5,488   -   244,590   ,   244,590 

Foreign currency translation adjustment

  -   -   -   -   -   -   -   -   -   - 

Net loss

  -   -   -   -   -   -   (146,185)  (146,185)  -   (146,185)

Balances at March 31, 2021

  100  $10,000   35,152,558  $35,153  $10,800,897  $( 10,064) $( 4,421,887) $6,414,099  $-  $6,414,099 

 

See accompanying notes to consolidated financial statements.

 

Page | 6

 

 

PETROGRESS, INC.

 

Notes to Consolidated Financial Statements (Unaudited)

 

 

Note 1.

General

 

Petrogress, Inc (PGI), is an integrate energy company, engaged in the upstream, downstream and midstream segments. We sell crude oil and refined products internationally, to buyers on the spot market and to independent entrepreneurs.

 

Impact of the novel coronavirus (COVID-19) pandemic; The outbreak of COVID-19 and decreases in commodity prices resulting from oversupply, government-imposed travel restrictions and other constraints on economic activity caused a significant decline in the demand for our products and created disruptions and volatility in the global marketplace beginning late in the first quarter 2020, which negatively affected our results of operations and cash flows throughout 2020. While demand and commodity prices have shown signs of recovery, demand is not back to pre-pandemic levels, and financial results could continue to be challenged in future quarters. There continues to be uncertainty and unpredictability around the extent to which the COVID-19 pandemic will impact our results, which could be material.

 

Basis of Presentation; The accompanying consolidated financial statements of Petrogress and its subsidiaries (together, Petrogress or the company) have not been audited nor reviewed by an independent registered public accounting firm. In the opinion of the company’s management, the interim data includes all adjustments necessary for a fair statement of the results for the interim periods. These adjustments were of a normal recurring nature. The results for the three months period ended March 31, 2021, are not necessarily indicative of future financial results.

 

Principles of consolidation; The consolidated financial statements include the consolidated accounts of the Company and its wholly owned and majority-owned subsidiaries. Inter-company transaction balances and unrealized gains/(losses) on transactions between the companies are eliminated.

 

 

Note 2.

Accounting Standards

 

Recently adopted; Effective January 1, 2021, we adopted Accounting Standards Update (ASU) 2016-13 and its related amendments.

 

 

Note 3.

Discontinue and Dissolved of the subsidiaries

 

As of January 2nd 2021, in order to mitigate the operating and administrative expenses, the company withdraw and discontinued its ownership interest participation of the two subsidiaries Petrogress Int’l llc and Petronav Carriers llc, respectively. At the end of the fiscal year 2020, both subsidiaries declared losses, Petrogress Int’l llc $(1,365,945) and Petronav Carriers llc $(807,379) respectively. The subsidiaries are under process to dissolving and termination, while their operations assigned to PGI.

 

 

Note 4.

Information relating to the consolidated statement of cash flows

 

Read Cash Flow statement - page 5

 

 

Note 5.

Summarized Financial Data Petrogress, Inc.

 

The summarized financial information for Petrogress Inc (PGI) presented as follows:

 

  

Three months Ended

 
  

March 31,

 
  

2021

  

2020

 

Sales and other operating revenues

 $1,504,235  $2,147,882 

Costs and other deductions

  (1,650,420)  (3,058,279)

Net income (loss) attributable to PGI

  (146,185)  (910,397)

Current assets

  5,654,014   6,242,409 

Other assets

  5,603,064   5,888,839 

Current liabilities

  4,154,198   5,891,978 

Other liabilities

  688,780   538,054 

Total PGI net equity

 $6,414,099  $7,643,571 

 

Page | 7

 

Notes to Consolidated Financial Statements (continued)

 

 

Note 6.

Operating Segments & Geographic presence

 

The company’s primary country is the United States of America, its country of Domicile; while Greece is the head operating location. Other components of the Company’s operations in Europe and Africa are reported as “International” (outside the United States). Most of our marketing, sales, ship-management and other related functions are performed at our main office in Piraeus. The company evaluate the performance of its operating earnings based on its goods sales.

 

Earnings by major operating area and products for the three-month periods ended March 31, 2021 and 2020, are presented in the following table:

 

   

Three months Ended March 31,

 

Segment earnings per product & services

Operating area

 

2021

  

2020

 

●    Crude oil

Internationally

 $-   616,000 

●    Gas oil

Internationally

  870,000   1,166,000 

●     Lubricants

Internationally

  -   113,802 

●    Vessel’s hires & freights

Internationally

  230,000   252,080 

●    Others

Internationally

  404,235   - 

Totals

 $1,504,235  $2,147,882 

 

Segment Information; Petrogress’ chief operating decision maker is the chief executive officer (“CEO”) of its general partner. The CEO reviews Petrogress’ discrete financial information, makes operating decisions, assesses financial performance and allocates resources on a type of service basis. Petrogress has two reportable segments: Commodities and Other (C&O) revenues and Hires & Freights (H&F). Each of these segments is organized and managed based upon the nature of the products and services it offers.

 

Segment Sales and Other Operating Revenues; Segment sales and other operating revenues, including internal transfers, for the three-month period ended March 31, 2021 and 2020, are presented in the following table. Products are transferred between operating segments at internal product values that approximate market prices. Revenues for the upstream segment are derived primarily from the purchase and sale of crude oil, as well as the sale of third-party. Revenues for the downstream segment are derived from the refining and marketing of petroleum products such as gasoline, gas oils, lubricants, residual fuel oils and other products derived from crude oil. Revenues for the midstream segment generated from the vessels chartering and employment of transportation crude oil or refined products, the storing, the wholesale marketing and the retailing in our gas stations. “All Other” activities include revenues from shipping agency service and other operations.

 

   

Three months Ended March 31,

 

Sales and Other Operating Revenues

  

2021

  

2020

 

Upstream

Internationally

 $-  $616,000 

Downstream

Internationally

  870,000   1,279,802 

Midstream

Internationally

  230,000   252,080 

All others

Internationally

  404,235   - 

Total Sales and Other Operating Revenues

 $1,504,235  $2,147,882 

 

Page | 8

 

Notes to Consolidated Financial Statements (continued)

 

 

Note 7.

Inventories

 

Crude oil, Gas oil and bunkers onboard our vessels are recorded at weighted average cost and carried at the lower of cost or net realizable value. Supplies and other items consist principally of items, spare-parts, consumable goods and equipment supplied to our vessel which are valued at weighted average cost and reviewed periodically for obsolescence or impairment when market conditions indicate. The table below presents our inventories as of March 31, 2021 and December 31, 2020, respectively:

 

Commodities and Petroproducts Inventories

 

March 31, 2021

  

December 31, 2020

 

Crude Oil

 $570,000  $570,000 

Gas Oil

  -   - 

Lubricants

  68,661   68,661 

Vessels Inventories & Others

        

Bunkers R.O.B.*

  33,500   253,936 

Lubricants

  10,440   10,439 

Provisions & Stores

  -   - 

Total

 $682,601  $903,036 

 

*Vessels ROB of Fuel Oil, Gas Oil, lubricants and new spare parts are calculated in the balance sheets separately from goods.

 

 

Note 8.

Properties, Vessels and Equipment

 

We depreciate our vessels on a straight-line basis over the estimated useful life which is 10 years from the date of being placed in service by the Company or its affiliate. Depreciation is calculated based on a vessel’s cost less the estimated residual value.

 

Vessels and other fixed assets, net consisted of the following as of March 31, 2021 and December 2020:

 

  

March 31,

2021

  

December 31,

2020

  

Estimated useful

Life left (in years)

 

Vessels purchased costs*

 $10,888,423  $10,888,423   2 

Furniture and equipment

  387,150   387,150   4 

Accumulated depreciation**

  (7,585,576)  (7,445,859)    

Vessels and other fixed assets, net

 $3,689,997  $3,829,714     

 

*        On April 1, 2016, Vessels properties passed by a virtue of deed transfer (Private Placement) from the CEO Christos Traios (the “Transferor”) to PGI (the “Transferee-guarantor”) and such purchase cost has not been repaid to the beneficiary Transferor;

 

**      Depreciation for the three months ended March 31, 2021 and 2020, was $152,822 and $154,696 respectively;

 

 

Note 8. B

Assets held for sale

 

As of March 31, 2021, the company has no classified any properties as “Assets held for sale” on the Consolidated Balance Sheet.

 

 

Note 9.

Changes in Accumulated Compresence Income

 

 

Note 10.

Income Taxes

 

We file income tax returns in various jurisdictions, as appropriate and required. The Company was not subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2012.

We account for income taxes in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740-10, Income Taxes. We recognize deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. We record a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.  We classify interest and penalties as a component of interest and other expenses. To date, we have not incurred any liability for unrecognized tax benefits, including assessments of penalties and/or interest.

 

Page | 9

 

Notes to Consolidated Financial Statements (continued)

 

 

Note 11.

Litigation

 

There are currently no material pending legal or governmental proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

 

 

Note 12.

Other Contingencies and Commitments

 

The Company is not a party to any litigation, and, to its best knowledge, no action, suit or proceeding has been threatened against the Company.

 

 

Note 13.

Fair Value Measurements

 

The three levels of the fair value hierarchy of inputs the company uses to measure the fair value of an asset or liability are described as follows:

 

Level 1 - Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

 

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

Marketable Securities; We classify marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income/ (loss), a separate component of shareholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred

 

Derivatives; The company records its derivative instruments – other than any commodity derivative contracts that are designated as normal purchase and normal sale – on the Consolidated Balance Sheet at fair value, with the offsetting amount to the Consolidated Statement of Income.

 

Cash and Cash Equivalents; The company hold cash equivalents in US Dollars and Non-US Dollars. The instruments classified as cash equivalents are primarily bank time deposits with maturities of 90 days or less, and money market funds. “Cash and cash equivalents” had carrying/fair values of $36,101 and $27,952, at March 31, 2021 and December 31, 2020, respectively.

 

Interest rate risk; is the risk that our earnings are subject to fluctuations in interest rates on either investments or on debt. We do not use derivative instruments to moderate exposure to interest rate risk, if any.

Notes to Consolidated Financial Statements (continued)

 

Financial risk; is the risk that our earnings are subject to fluctuations in interest rates or foreign exchange rates. We do not use derivative instruments to moderate exposure to financial risk, if any.

 

Credit risk adjustments; are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments but incorporates the Company’s own credit risk as observed in the credit default swap market

 

 

Note 14.

Revenue

 

“Sales and other operating revenue” on the Consolidated Statement of Income primarily arise from contracts or spot sales with customers and consistent with ASC Topic 606. Related receivables are included in “Accounts and notes receivable, net” on the Consolidated Balance Sheet, net of the current expected credit losses. The net balance of these receivables was $3,252,674 and $2,136,790 on March 31, 2021, and December 31, 2020, respectively.

 

Page | 10

 

Notes to Consolidated Financial Statements (continued)

 

 

Note 15.

Earnings / (Losses) per Share and Shareholders Equity

 

The table below presents the calculation of basic and diluted net income / (loss) attributable to common shareholders per share as of March 31, 2021:

 

  

March 31,

 

Basic EPS Calculation

 

2021

  

2020

 

Net loss attributable to common shareholders

 $(146,185) $(910,937)

Denominator for basic net income per share – weighted average shares

  35,151,491   4,600,584 

Conversion of accrued interest on debt held by related party

      - 

Denominator for diluted net income per share

      - 

Basic net earnings per share

  (0.0042)  (0.20)

Diluted net earnings per share

      - 

 

As of March 31, 2021, and 2020, the basic weighted average number of shares of Common Stock of the Company was 35,151,491 and 4,600,584, respectively.

 

Page | 11

 

 

Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations

 

Key Financial Results

First quarter of 2021 compared to the First quarter of 2020

 

Earnings by product sales

 

Three months ended March 31,

 

Net sales volumes per product

 

2021

  

2020

 

Crude Oil Sales

 $-  $616,000 

Gas Oil Sales

  870,000   1,166,000 

Lubricants Sales

  -   113,802 

Hires & Freights Sales

  230,000   252,080 

Other Revenues / Discounts

  404,235   - 

Totals

 $1,504,235  $2,147,882 

 

Refer to the “Results of Operations” section beginning on page 12 for a discussion of our financial results.

 

Executive Overview

Petrogress, Inc., (PGI) is based in Delaware and operates. The company is an integrate energy company, engaged in the upstream, downstream and midstream segments. We sell crude oil and refined products internationally, to buyers on the spot market and to independent entrepreneurs.

 

The company maintain its principal marketing and operating offices at 1, Akti Xaveriou, 18538 Piraeus, Greece. Our telephone number at that address is +30 (210) 459-9741 and our corporate address and registered agent in Delaware is 1013 Centre Road, Suite 403-A, Wilmington, DE 19805 – USA.

 

Business Environment and Outlook

 

Earnings of the company depend mostly on the profitability of its crude oil business segment. The most significant factor affecting the results of operations is the price of crude oil, which is determined in global markets outside of the company’s control. The price of crude oil has fallen significantly since mid-year 2020. The downturn in the price of crude oil has impacted the company's results of operations, cash flows, leverage, capital and exploratory investment program and production outlook. A sustained lower price environment could result in the impairment or write-off of specific assets in future periods. Similarly, impairments or write-offs have occurred, and may occur in the future, as a result of managerial decisions not to progress certain projects in the company’s portfolio. We have reacted to the downturn by effecting reductions in operating expenses, pacing and re-focusing of capital and exploratory expenditures. Our lack of cash liquidity remains on low levels for the rest of the year and undoubtedly shall continue affecting our operations and cash flow. In addition, the sea-transpiration impacted hardly due to global low demand of oil products.

 

Response to Market Conditions and COVID-19 During the pandemic period the travel restrictions and other constraints on economic activity were implemented in many locations around the world to limit the spread of the COVID-19 virus. Lower commodity prices negatively impacted the company’s first quarter 2021 financial and operating results. While demand and commodity prices have shown signs of recovery, they are not back to pre-pandemic levels, and financial results will likely continue to be challenged in future quarters. Due to the rapidly changing of environment, there continues to be uncertainty and unpredictability around the extent to which the COVID-19 pandemic will impact our results, which could be material.

 

Refer to the “Cautionary Statements Relevant to Forward-Looking Information” on Page 2 and to “Risk Factors” in Part II, Item 1A, on page 16-17 for a discussion of some of the inherent risks that could materially impact the company’s results of operations or financial condition.

 

 


* Petrogress, Inc. was incorporated on February 10, 2010 under the laws of the State of Florida as 800 Commerce, Inc. (“800 Commerce”). On February 29, 2016, 800 Commerce entered into an Agreement concerning the Exchange of Securities (“SEA”) with Petrogres Co. Limited, and its sole shareholder, Christos Traios, 800 Commerce issued 136,000,000 shares of restricted Common Stock, representing approximately 85% of the post-transaction issued and outstanding shares, to Mr. Traios in exchange for 100% of the shares of Petrogres Co. Limited. 800 Commerce’s acquisition of Petrogres Co. Limited effected a change in control and was accounted for as a “reverse acquisition” whereby Petrogres Co. was the acquirer for financial statement purposes. Accordingly, the historical financial statements of 800 Commerce are those of Petrogres Co. and its subsidiaries from their respective inception and those of the consolidated entity subsequent to the February 29, 2016 transaction date. On November 16, 2016, Petrogress, Inc., filed Articles of Merger and Plan of Merger in Florida and Delaware to change the Company’s domicile by merging with and into a Delaware corporation formed solely for the purpose of effecting the reincorporation. On July 9, 2018, the Company filed an amendment (the "Amendment") to the Company's Certificate of Incorporation with the Delaware Secretary of State to (a) effect a reverse stock split of the Company's Common Stock at a ratio of one-for-100, (b) reduce the number of authorized shares of Common Stock from 490,000,000 to 19,000,000. During 2020 the company amended its Articles of Incorporation and increase its authorized shares of common stock to 100,000,000. There was no change in the par value of the Company's Common Stock or Preferred Stock as a result of the Amendment.

 

Page | 12

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

Operating sectors

 

Our business operates in the downstream and midstream sectors of the energy industry, where we acquire and supply crude oil, and engage in the refining and marketing of refined products and lubricants. As a supplier, we procure crude oil from our direct sources and deliver by our tankers fleet to buyers’ destinations. We provide our customers with services that require sophisticated logistical operations designed to meet their strict oil quality and delivery scheduling needs. Throughout our history, we have expanded our business capabilities through strategic alliances, select business and vessel acquisitions, and the establishment of new service centers.

 

Other Businesses

 

Effected as on November 2019, the company concluded the negotiations to lease three Gas refilling stations in the Mainland of South Greece. The procedures for the obtaining the operating licenses from the local authorities are in progress, simultaneously with the preparation of gas stations designs and drawings in order to commence the modernization and renovation under our brand names. We estimate to complete and have them ready for operations within July. Our innovate gas-stations with their unique distinct design, have been developed to offer high performance fuels and a totally new experience to customers, with our vision to deliver a modern and compelling retail experience. The Gas-Stations shall be operated by our Hellenic branch in Greece and all are designed to provide the drivers food options, cold and hot pre-packaged items.

 

Our key business segments

 

The following are descriptions of our recent initiatives undertaken in each of our key business segments:

 

Upstream; Earnings for the upstream segment are closely aligned with industry prices for crude oil. Crude oil prices are subject to external factors over which the company has no control, including product demand connected with global economic conditions, industry production and inventory levels, technology advancements, production quotas or other actions imposed by the Organization of Petroleum Exporting Countries (OPEC) or other producers, actions of regulators, weather-related damage and disruptions, competing fuel prices, natural and human causes beyond the company's control such as the COVID-19 pandemic, and regional supply interruptions. The company is actively managing its schedule of work, contracting, procurement, and supply chain activities to effectively manage costs, ensure supply chain resiliency and continuity, and support operational goals. The spot markets for many services and materials are softening in response to the economic impact of the COVID-19 pandemic, including the drastic reductions in demand for petroleum products, including gasoline and fuel, among others, and in crude oil prices, which have resulted in significant reductions in economic activity and associated spending in the energy sector. Commodity prices have fallen below break-even levels in many regions.

 

Downstream: As on February 2018, our Partnership agreement with Platon Ghana Oil Refinery (PGOR) -an unrelated third party- is still ongoing and renewed on an annual basis and pursuant its terms Petrogress will feed and supply the crude oil for storage, refinement, marketing and distribution in Ghana jointly with PGOR. The storage capacity under the Partnership Agreement is 24,000 tons and the monthly processing capacity of the refinery is 10,000 tons. Petrogress and Platon both plans to invest additional funds to upgrade the processing monthly capacity into refined products of Gas Oil, Naphtha, and fuel in view of the high local demand. Under the Platon Partnership Agreement, all expenses of the partnership operations are shared by both Petrogress and Platon. After deducting the operating/processing expenses, the net profits from the sale of the products are split evenly between Petrogres and Platon. As of the date the Platon Partnership Agreement was executed, Petrogress ceased other sales of crude to third customers in West Africa. During the year the company expanded its operations to other sectors, engaging into gas-stations operator and lubricants distributor. The company’s most significant marketing areas are the West Coast of Africa and East Mediterranean where Petrogress affiliates have significant ownership interests, representations and partnership agreements, in these areas.

 

Midstream; The outbreak of COVID-19 pandemic occurred the ceased of our entire fleet operations and employments which resulted the complete elimination of freight and hire incomes, while the fleet expenses remained on the same levels during the first quarter 2021. Nevertheless, we believe the shipping industry will be rectified and return to the normal levels, therefore we still seek to expand our midstream operations in other international ocean routes by adding to our fleet larger and younger tanker vessels. We are monitoring the vessel market for opportunities while we are also working to secure the necessary funding for expansion. Our business strategy is based in part upon the expansion of our business to new, or within existing, markets. In order to expand our operations, we will be required to use cash from operations, incur borrowings or raise capital through the sale of debt or equity securities in the public or private markets.

 

Page | 13

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

Results of Operations

 

The following section presents the results of operations and variances on a before-tax basis for the company’s business operations, as well as for “All Other.”

 

Our operating revenues are driven primarily of the commodities trading sales and our tankers fleet employment days during which our vessels are generating revenues, while our financial results are subject to a number of sectors and reflects to the following factors:

 

Cost of commodities; is the cost we purchase the oil products -mainly the crude oil- and such cost is based either on Brent Index prices or Fixed price, the quality and quantity of the product.

 

Commodities Operating Expenses; relates to products surveys before and after the shipment, bunkers supplied to the employment vessel, cargoes surveys, loading/unloading expenses, agency and representative services.

 

Shipping & Logistic Expenses; includes the sea freight and mobilization cost, the performed loading and discharging of the product, and any expenses occurred during the shipping time from the loading point up to unloading facilities.

 

Vessels Operating Expenses; includes crew wages and bonuses, their medical support and travelling, maintenance and repairs to the vessels hull and their machineries, expenses for supplies of spare-parts and consumable stores, paints, lubricants, fresh water, bunkers, agency services, etc.

 

General and Administrative Expenses; relates to our directors, officers and managers salaries and compensations, shore staff wages, employee’s federal insurance, offices lease and utilities, telecommunications, travelling and representations of our officers, our agency fees we pay to our branch’s offices in USA, Greece, Cyprus, Monaco, Ghana and Nigeria.

 

Corporate Expenses; are all company’s expenses and includes, our executive’s compensations, attorney’s fee, Auditors and accountant fees, Consultant’s and P/R fees, Transfer agents of our stock, and miscellaneous.

 

Other factors may affect our Results of Operations; In addition to the said expenses there are factors beyond of our control which may affect seriously our operations results. Inasmuch as we trade also West Africa, which is considered as high risky area, we are expose in a serious amount of risks, such as piracies and hijacks, civil wars, stolen of properties, economy distress, and credit risks.

 

EBITDA and Adjustment; EBITDA represents net income before expenses, taxes and depreciation. Adjusted EBITDA represents net income before expense, taxes, taxes, depreciation and amortization of dry-docking.

 

  

Three months ended

March 31,

 
  

2021

  

2020

 

Operating Earnings / (losses)

 $(129,091) $(543,019)

 

Operating losses of during the first quarter of 2021 amount to $(129,091), compared to operating losses of $(543,019) for the same period in 2020.

 

Consolidated Statement of Income

 

Sales of products provided in the below table:

 

  

Three months Ended

March 31,

 

Net sales volumes per product

 

2021

  

2020

 

Crude Oil Sales

 $-  $616,000 

Gas Oil Sales

  870,000   1,166,000 

Lubricants Sales

  -   113,802 

Hires & Freights Sales

  230,000   252,080 

Other Revenues/Discounts

  404,235   - 

Totals

 $1,504,235  $2,147,882 

 

Page | 14

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

Cost of Goods Sold provided in the below table:

 

  

Three months Ended

March 31,

 

Cost of goods sold

 

2021

  

2020

 

Crude Oil purchased costs

 $-  $(572,000)

Gas Oil purchased costs

  (630,000)  (745,513)

Lubricants purchased costs

  -   (35,697)

Vessels leases & charters

  (489,465)  - 

Others

  -   - 

Totals

 $(1,119,465) $(1,353,210)

 

Sales: Total operating sales for the three months ended March 31, 2021 and 2020, were $1,504,235 and $2,147,882 respectively, a decrease of $643,647 or approximately 30%.

 

Cost of goods sold: For the three months ended March 31, 2021 and 2020, cost of goods sold was $1,119,465 and $1,353,210, respectively, a decrease of $233,745 or approximately 17%.

 

Corporate expenses: Corporate expenses mainly include the expenses incurred by Petrogress, Inc. Our Corporate expenses for the three months ended March 31, 2021 and 2020 were $8,661 and $75,748, respectively, a decrease of $67,087 or approximately 89%.

 

General and administrative expenses: For the three months ended March 31, 2021, General and administrative expenses increased to $202,078 compared to $1,098,716 for the three months ended March 31, 2020, an decrease of $896,638 or approximately 82%.

 

Net income / (loss) attributable PGI: For the three months ended March 31, 2021, the Company had a net loss of $146,185 while for the three months ended March 31, 2020, the Company had a net loss of $910,397, an decrease of $764,212 or approximately 84%.

 

EBITDA: For the three months ended March 31, 2021, EBITDA amounted to $(146,185) compared to $(922,744) for the three months ended March 31, 2020.

 

Summarized Financial Data

 

 

Petrogress, Inc. (PGI)

 

Three months Ended

 

Consolidated results of Operation

 

March 31,

 
  

2021

  

2020

 

Sales and other operating revenues

 $1,504,235  $2,147,882 

Cost of goods sold, Corporate, Administrative and other expenses*

  (1,650,420)  (3,058,279)

Net income / (loss) attributable to Petrogress, Inc.

 $(146,185) $(910,397)

 

 

Operating expenses includes, corporate expenses, shipping & logistic, commodities purchase cost, fleet expenses, General and Administrative expenses, and Depreciation expense;

 

Liquidity & Capital Resources

 

Our main sources of liquidity are cash and cash equivalents, accounts receivable and internally generated cash flow from operations. As of March 31, 2021, we had a working capital of $1,499,816 consisting of $218,159 in cash and cash equivalents, $3,252,674 in accounts receivable, $738,224 in claims receivable, $682,601 in inventories, and $1,063,311 in prepaid expenses and other current assets.

 

For the three months ended March 31, 2021, net cash provided by operating activities was $909,287 compared to $315,122 of net cash used in for the same period in 2020. Assets included in the calculation of the Company’s working capital have increased by $344,723 mainly from the increase in accounts receivable.

 

page | 15

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

The company’s future debt level is dependent primarily on results of operations, cash that may be generated from asset dispositions, the capital program, lending commitments to affiliates, and shareholder contributions. Our need for capital resources is driven by our expansion plans, ongoing maintenance and improvement of our vessels, support of our operational expenses, corporate overhead and the expenses we suffer in order to comply with the regulatory requirements of SEC. Specifically, Petrogress, Inc., the parent company, does not have revenues while it suffers all the necessary operating and general and administrative expenses to comply with the regulatory requirements of the SEC.

 

Cash and Cash Equivalents; The following table presents sources and uses of cash and cash equivalents:

 

  

Three months Ended March 31,

 

Sources of cash and cash equivalents

 

2021

  

2020

 

Operating activities

 $909,287  $315,122 

Borrowing

  -   - 

Others

  -   - 

Total sources of cash and cash equivalents

 $909,287  $315,122 

 

Management seeks to secure the necessary financing for the expansion of Company’s operations. The company needs to raise a reasonable finance in order to expand its operations, increase the oil sales and support its projects of the gas-stations.

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk

 

Information about market risks for the three months ended March 31, 2021, does not differ materially from that discussed under Item 7A of Petrogress’s 2020 Annual Report on Form 10-K.

 

Item 4 Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures

 

The company’s management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures were effective as of March 31, 2021.

 

(b) Changes in internal control over financial reporting

 

During the quarter ended March 31, 2021, there were no changes in the company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

 

 

PART II OTHER INFORMATION

 

Item 1 Legal Proceedings

 

Information about legal proceedings for the three months ended March 31, 2021, does not differ materially from that discussed under Item 3 of Petrogress’s 2020 Annual Report on Form 10-K.

 

Item 1A Risk Factors

 

Information about risk factors for the three months ended March 31, 2021, does not differ materially from that set forth under the heading “Risk Factors” on pages 10 through 15 of the company’s 2020 Annual Report on Form 10-K, other than as reflected in the risk factor below. Some inherent risks could materially impact the company’s financial results of operations or financial condition.

 

Page | 16

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

The table below presents the issued shares during the quarter ended March 31, 2021:

 

Period

 

Total Number of Shares

 

Class

January 1 January 31, 2021

  - 

Common shares

February 1 February 28, 2021

  - 

Common shares

March 1 March 31, 2021

  1,500 

Common shares

Total

  1,500  

 

Item 5 Other information

 

None

 

Item 6- Exhibits

 

The information required by this Item 6 is set forth in the Exhibit Index accompanying this Form 10Q

 

Page | 17

 

Exhibits Index

_____

 

Exhibit

Number

Exhibits

Description

 

Page(s)

 

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

 

Page 20

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

 

Page 21

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*

 

Page 22

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.*

 

Page 23

101.1

Interactive data files pursuant to Rule 405 of Regulation S-T*

  

*          Filed herewith

**        Furnished herewith

 

Page | 18

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

Date: July 2, 2021

PETROGRESS, INC.

   
   
 

By:

/s/ Christos Traios

 

Christos Traios

 

President and Chief Executive Officer (Principal Executive Officer)

   
   
 

By:

/s/ Evangelos Makris

 

Evangelos Makris

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

Page | 19