Form 6-K EUROSEAS LTD. For: Aug 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2015
Commission File Number: 001-33283
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EUROSEAS LTD.
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(Translation of registrant's name into English)
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4 Messogiou & Evropis Street
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151 24 Maroussi, Greece
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(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Attached as Exhibit 99.1 to this Report on Form 6-K are the unaudited consolidated condensed financial statements of Euroseas Ltd. (the "Company") for the second quarter of 2015.
This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (File No. 333-194922) filed with the U.S. Securities and Exchange Commission on March 31, 2014, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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EUROSEAS LTD.
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Dated: August 11, 2015
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By:
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/s/ Aristides J. Pittas
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Name:
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Aristides J. Pittas
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Title:
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President
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Exhibit 99.1
Euroseas Ltd.
Unaudited Consolidated Condensed Statements of Operations
(All amounts expressed in U.S. Dollars – except number of shares)
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Three Months Ended
June 30, |
Three Months Ended
June 30, |
Six Months Ended
June 30, |
Six Months Ended
June 30, |
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2014
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2015
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2014
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2015
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(unaudited)
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(unaudited)
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|||||||||||||||
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Revenues
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Voyage revenue
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10,081,816
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9,846,372
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20,048,813
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18,474,782
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||||||||||||
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Related party revenue
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60,000
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60,000
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120,000
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120,000
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Commissions
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(502,688
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)
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(537,786
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)
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(1,030,826
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)
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(1,044,290
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)
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Net revenues
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9,639,128
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9,368,586
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19,137,987
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17,550,492
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Operating expenses
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Voyage expenses
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1,002,655
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432,570
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1,138,951
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918,433
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||||||||||||
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Vessel operating expenses
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6,238,260
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6,545,949
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12,036,879
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13,384,584
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Drydocking expenses
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1,286,807
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442,758
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1,372,211
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989,309
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||||||||||||
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Depreciation
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2,972,497
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2,890,476
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5,825,417
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5,780,952
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Management fees
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1,238,792
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1,047,540
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2,430,598
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2,122,035
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Other general and administrative expenses
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970,903
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794,144
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1,978,792
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1,712,085
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Total operating expenses
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13,709,914
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12,153,437
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24,782,848
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24,907,398
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Operating loss
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(4,070,786
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)
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(2,784,851
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)
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(5,644,861
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)
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(7,356,906
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)
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Other income/(expenses)
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Interest and finance cost
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(487,781
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)
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(363,848
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)
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(957,923
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)
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(849,384
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)
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(Loss) / gain on derivatives, net
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(54,211
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)
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38,539
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(95,865
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)
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(165,272
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)
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Other investment income
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237,500
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282,625
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475,000
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565,250
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Foreign exchange gain / (loss)
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(702
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(2,188
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)
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404
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33,462
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Interest income
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145,653
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4,233
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255,269
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22,205
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Other (expenses) / income, net
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(159,541
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(40,639
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(323,115
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(393,739
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Equity loss in joint venture
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(786,770
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(476,658
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(1,262,204
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(955,540
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)
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Net loss
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(5,017,097
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)
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(3,302,148
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)
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(7,230,180
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)
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(8,706,185
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)
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Dividend Series B Preferred shares
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(387,055
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(406,773
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(651,416
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(808,524
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Net loss attributable to common shareholders
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(5,404,152
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)
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(3,708,921
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(7,881,596
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)
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(9,514,709
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Loss per share, basic and diluted
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(0.95
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(0.64
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(1.50
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(1.64
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Weighted average number of shares, basic and diluted
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5,688,812
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5,784,025
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5,244,685
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5,784,025
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Euroseas Ltd.
Unaudited Consolidated Condensed Balance Sheets
(All amounts expressed in U.S. Dollars – except number of shares)
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December 31,
2014 |
June 30,
2015
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ASSETS
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(unaudited)
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Current Assets:
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Cash and cash equivalents
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25,411,420
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15,667,761
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Trade accounts receivable
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2,189,986
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1,204,115
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Other receivables, net
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844,720
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679,497
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Inventories
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1,758,930
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1,463,280
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Restricted cash
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294,093
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291,962
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Prepaid expenses
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348,231
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456,380
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Total current assets
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30,847,380
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19,762,995
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Fixed assets:
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Vessels, net
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111,150,227
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105,369,275
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Advances for vessels under construction
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15,687,490
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22,428,693
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Long-term assets:
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Restricted cash
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7,700,000
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5,200,000
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Deferred charges, net
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335,621
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673,293
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Other Investments
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6,183,800
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6,749,050
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Investment in joint venture
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18,674,094
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17,718,554
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Total long-term assets
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159,731,232
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158,138,865
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Total assets
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190,578,612
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177,901,860
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
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Long term debt, current portion
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19,512,000
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18,556,000
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Trade accounts payable and accrued expenses
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3,430,780
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4,298,698
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Deferred revenue
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803,649
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730,889
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Due to related company
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1,145,808
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558,069
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Derivatives
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297,992
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147,388
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Total current liabilities
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25,190,229
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24,291,044
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Long-term liabilities:
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Long term debt, net of current portion
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34,745,000
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31,265,000
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Derivatives
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779
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187,328
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Total long-term liabilities
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34,745,779
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31,452,328
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Total liabilities
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59,936,008
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55,743,372
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Mezzanine equity:
Series B Preferred shares (par value $0.01, 20,000,000 preferred shares authorized, 32,140 and 32,949 shares issued and outstanding, respectively)
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30,440,100
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31,248,624
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Shareholders' equity:
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Common stock (par value $0.03, 200,000,000 shares authorized, 5,715,731 and 5,784,025 issued and outstanding)
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171,472
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173,521
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Additional paid-in capital
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268,374,336
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268,594,355
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Accumulated deficit
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(168,343,304
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)
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(177,858,012
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)
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Total shareholders' equity
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100,202,504
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90,909,864
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Total liabilities and shareholders' equity
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190,578,612
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177,901,860
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Euroseas Ltd.
Unaudited Consolidated Condensed Statements of Cash Flows
(All amounts expressed in U.S. Dollars)
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Six Months Ended June 30,
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Six Months Ended June 30,
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2014
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2015
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Cash flows from operating activities:
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Net loss
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(7,230,180
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(8,706,185
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Adjustments to reconcile net loss to net cash provided by operating activities:
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Depreciation of vessels
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5,825,417
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5,780,952
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Amortization of deferred charges
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61,978
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75,052
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Loss in investment in joint venture
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1,262,204
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955,540
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Share-based compensation
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286,468
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222,068
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Unrealized (gain) / loss on derivatives
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(341,902
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)
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35,945
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Other investment income accrued
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(475,000
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)
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(565,250
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Changes in operating assets and liabilities
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3,541,086
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1,406,873
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a. Net cash provided by / (used in) operating activities
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2,930,071
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(795,005
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)
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Cash flows from investing activities:
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Vessel acquisition and advances for vessels under construction
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(33,230,898
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(6,741,203
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Change in restricted cash
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(131,644
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)
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2,502,131
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b. Net cash used in investing activities
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(33,362,542
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)
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(4,239,072
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)
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Cash flows from financing activities:
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Proceeds from issuance of common stocks, net
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14,550,000
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-
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Proceeds from issuance of preferred stocks, net
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29,700,000
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-
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Loan fees paid
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(260,000
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)
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(245,300
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)
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Offering expenses paid
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(366,857
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)
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(28,282
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)
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Proceeds from long term debt
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23,300,000
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5,000,000
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Repayment of long-term debt
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(9,506,000
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)
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(9,436,000
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)
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c. Net cash provided by / (used in) financing activities
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57,417,143
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(4,709,582
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)
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Net increase / (decrease) in cash and cash equivalents
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26,984,672
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(9,743,659
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)
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Cash and cash equivalents at beginning of period
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11,400,237
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25,411,420
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Cash and cash equivalents at end of period
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38,384,909
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15,667,761
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