PETROGRESS, INC - Quarter Report: 2018 March (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

 

[ X ]

Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 31, 2018

 

[    ]

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 jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

 

757 Third Avenue, Suite 2110, New York, New York	10017
(Address of principal executive offices)	(Zip Code)

 

(212) 376-5228

(Registrant ’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) filed all reports required 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 [ X ] No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [ X ] No [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 filer	[   ]	Accelerated filer	[   ]
Non-accelerated filer	[   ]	(Do not check if a smaller reporting company)
		Smaller reporting company	[X]
		Emerging growth company	[X]

 

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 [X]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: The number of shares of the registrant’s Common Stock, par value $0.001 per share, outstanding as of May 7, 2018 was 344,607,672.

 

 

 

Table of Contents

 

	Page
INTRODUCTORY COMMENT	1
Caution Regarding Forward-Looking Information	1
Part I - Financial Information
Item 1 - Financial Statements	2
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	21
Item 4 - Controls and Procedures	21
Part II - Other Information
Item 1 - Legal Proceedings	22
Item 1A - Risk Factors	22
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3 - Defaults Upon Senior Securities	22
Item 4 - Mine Safety Disclosures	22
Item 5 - Other Information	22
Item 6 – Exhibits	22
Signatures	23

 

 

 

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		As of March 31, 2018 (Unaudited)				As of December 31, 2017
ASSETS
Current Assets
Cash and cash equivalents		$	500,186			$	1,150,999
Accounts receivable, net			6,141,023				4,508,885
Inventories			173,376				171,500
Prepaid expenses and other current assets			992,510				1,043,623
Total current assets			7,807,095				6,875,007
Non-Current Assets
Goodwill			900,000				900,000
Vessels and other fixed assets, net			5,138,929				5,281,949
Security deposit			7,655				7,573
Total non-current assets			6,046,584				6,189,522
Total Assets		$	13,853,679			$	13,064,529
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	1,862,656			$	1,299,964
Due to related party			1,069,782				1,243,753
Loan facility from related party			85,400				297,400
Accrued Interest			-				9,639
Total current liabilities			3,017,838				2,850,756
Total liabilities		$	3,017,838			$	2,850,756
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, 2018 and December 31, 2017 respectively			10,000				10,000
Preferred shares, $0.001 par value, 10,000,000 shares authorized, 100 shares and 0 shares issued and outstanding as of March 31, 2018 and December 31, 2017			-				-
Shares of Common stock, $0.001 par value, 490,000,000 shares authorized, 344,607,672 and 317,875,807 shares issued and outstanding as of March 31, 2018 and December 31, 2017 respectively			344,608				317,876
Additional paid-in capital			9,266,828				8,786,060
Accumulated comprehensive income			(7,020	)			(7,744	)
Accumulated profit			1,129,303				1,008,823
Equity attributable to Owners of the Company			10,743,719				10,115,015
Non-controlling interests			92,122				98,758
Total liabilities and shareholders' equity		$	13,853,679			$	13,064,529

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		Three Months Ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
Revenues		$	2,565,264			$	4,019,113
Costs of goods sold			(1,406,537	)			(1,839,989	)
Gross profit			1,158,727				2,179,124
Operating expenses:
Corporate expenses			(300,138	)			(73,398	)
General operating and administrative expenses			(541,313	)			(1,680,419	)
Depreciation expense			(227,619	)			(219,094	)
Total operating expenses			(1,069,070	)			(1,972,911	)
Operating income/ (loss) before other expenses and income taxes			89,657				206,213
Other income/ (expense), net:
Interest and finance expenses			(1,427	)			-
Other income, net			25,614				1,105
Total other income, net			24,187				1,105
Income before income taxes			113,844				207,318
Income tax expense			-				-
Net income		$	113,844			$	207,318
Net income attributable to:
Owners of the company			120,480				207,318
Non-controlling interests			(6,636	)			-
		$	113,844			$	207,318
Other comprehensive income
Foreign currency translation adjustment			724				-
Comprehensive income		$	114,568			$	207,318
Comprehensive income attributable to:
Owners of the company			121,204				207,318
Non-controlling interests			(6,636	)			-
		$	114,568			$	207,318
Weighted average number of shares of Common Stock:
Basic			329,923,391				161,016,555
Diluted			529,323,931				164,474,106
Basic earnings per share		$	(0.0003	)		$	0.0013
Diluted earnings per share		$	(0.0002	)		$	0.0013

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		Three Months Ended March 31,
		2018				2017
		(Unaudited)				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income:		$	113,844			$	207,318
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation			227,619				219,094
Net cash acquired in recapitalization							(502	)
Change in Fair value of share-based payments issued for services			153,178				-
Gain on settlement of convertible promissory notes			(12,835	)			-
Changes in working capital:
- (Increase)/Decrease in Accounts receivable, net			(1,632,138	)			(622,043	)
- (Increase)/ decrease in Inventories			(1,876	)			-
-Amounts due from related party			58,529				-
- (Increase)/Decrease in Prepaid expenses and other current assets			(102,146	)			386,788
Increase/(decrease) in:
- Increase in Accounts payable and accrued expenses			562,692				102,477
- Decrease in Amounts due to related party			-				(26,100	)
- Increase/ (decrease) in Accrued Interest			3,196				-
Net cash provided by/ (used in) operating activities			(629,937	)			267,032
Purchase of property plant and equipment			(84,600	)			-
Contribution in Joint Venture			-				-
Net cash used in investing activities			(84,600	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan facility from related party			63,000				-
Net cash provided by/ (used in) financing activities			63,000				-
Effect of exchange rate changes on cash			724				-
Net (decrease)/ increase in cash and cash equivalents			(650,813	)			267,032
Cash and cash equivalents, Beginning of Period			1,150,999				362,083
Cash and cash equivalents, End of Period		$	500,186			$	629,115
Cash paid for interest expense		$	-			$	-
Cash paid for income taxes		$	-			$	-
Non-cash investing and financing activities:
Common stock issued for settlement of notes and interest payable		$	297,500			$	-
Common stock issued for settlement of services		$	210,000			$	-

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Note 1 - Background and Description of Business and Preparation of Financial Statements

 

Nature of the Business

 

Petrogress, Inc. was incorporated on February 10, 2010 under the laws of the State of Florida as 800 Commerce, Inc. (“800 Commerce”) and was formed for the purpose of marketing credit card processing services on behalf of merchant payment processing service providers.

 

On February 29, 2016, 800 Commerce entered into an Agreement concerning the Exchange of Securities (“SEA”) with Petrogres Co. Limited, a Marshall Islands corporation, and its sole shareholder, Christos Traios, a Greek citizen. 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. In connection with the transaction, Mr. Traios was appointed as a director of 800 Commerce, and it amended its constituent documents to increase its authorized capital to 490,000,000 shares of Common Stock, par value $0.001, and 10,000,000 preferred shares, par value $0.001.

 

800 Commerce’s acquisition of Petrogres Co. Limited effected a change in control and was accounted for as a “reverse acquisition” whereby Petrogres Co. Limited was the acquirer for financial statement purposes. Accordingly, the historical financial statements of 800 Commerce are those of Petrogres Co. Limited and its subsidiaries from their respective inception and those of the consolidated entity subsequent to the February 29, 2016 transaction date.

 

On March 9, 2016, 800 Commerce’s Board of Directors approved an amendment to 800 Commerce’s Articles of Incorporation to change the name of the Company to Petrogress, Inc. On March 15, 2016, Mr. Traios was appointed Chief Executive Officer. On November 16, 2016, Petrogress 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. The Company’s name and capitalization remained the same, and the Articles of Incorporation and Bylaws of the Delaware corporation are the constituent documents of the surviving corporation.

 

The Company operates as a fully integrated international merchant of petroleum products, focused on the supply and trade of light petroleum fuel oil (LPFO), refined oil products and other petrochemical products to local refineries in West Africa and Mediterranean countries. The Company operates as a holding company and provides its services primarily through its four wholly-owned subsidiaries: Petrogres Co. Limited, which provides management of crude oil purchases and sales; Petronav Carriers LLC, which manages day-to-day operations of its beneficially-owned affiliated tanker fleet, currently consisting of four vessels; Petrogress Int’l LLC, which is a holding company for subsidiaries currently conducting business in Cyprus and Ghana; and Petrogress Oil & Gas Energy Inc., which is primarily focused on purchasing interests in oil fields in Texas and exporting liquefied natural gas.

 

The accompanying unaudited condensed interim consolidated financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Securities and Exchange Commission (the “SEC”) Form 10-Q. Accordingly, certain information and disclosures required by generally accepted accounting principles for complete consolidated financial statements are not included herein. The Interim Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 29, 2018. The interim results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods.

 

The Company’s management team operates from its principal offices located in Piraeus, Greece.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 1 - Background and Description of Business and Preparation of Financial Statements (continued)

 

Basis of Presentation

 

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has elected a year-end of December 31.

 

Principles of consolidation

 

The consolidated financial statements of the Company include the consolidated accounts of the Company and its’ wholly owned subsidiaries. We list our significant subsidiaries below. All intercompany accounts and transactions have been eliminated in consolidation. 

 

Petrogres Co. Limited (Marshall Islands)

Petrogress Oil & Gas Energy, Inc. (Texas)

Petronav Carriers LLC (Delaware)

Petrogress Int’l LLC (Delaware)

 

Overview of Significant Subsidiaries

 

Petrogres Co. Limited

 

Petrogres Co. Limited, is a Marshall Islands corporation, incorporated in 2009 with the purpose of supplying crude oil and other oil products in West Africa. Since its inception, Petrogres Co. Limited has evolved its business from focusing solely on fleet and tanker ship operations to expand into the oil and gas industry as a trader and merchant of oil. Over the last five years, Petrogres Co. Limited has strengthened its position in the oil and gas industry by combining its regional market knowledge with over 25 years of experience to successfully establish both its midstream and downstream operations to serve markets primarily located in West Africa and the Mediterranean.

 

On February 28, 2018 Petrogres Co. Limited entered into a Partnership Agreement with Platon Gas Oil Ghana Limited, an oil refinery and importer of various petroleum products based in Ghana (“Platon”) that is intended to be renewed on an annual basis, pursuant to which Petrogres Co. Limited will supply crude oil for storage, refinement, marketing and distribution in Ghana by Platon. Under the Partnership Agreement, Petrogres Co. Limited is expected to deliver 3,000-5,000 metric tons of crude oil on a monthly basis for storage and processing by Platon into various petroleum products, including crude oil, blend stocks, cutter stock and other feedstock. Platon will also be expected to market and distribute the refined petroleum products. Net profits from the sale of the petroleum products will be split evenly between Petrogres Co. Limited and Platon. As of the execution of the Partnership Agreement, Petrogres Co. Limited appointed its local commercial manager and its accountant to perform the daily supervision and monitoring of the storage, processing and of the sales of the refined products to local buyers, including the marketing and distribution.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 1 - Background and Description of Business and Preparation of Financial Statements (continued)

 

Petronav Carriers LLC

 

Petronav Carriers LLC, is a Delaware limited liability company, incorporated in March 2016 for the purpose of managing the day-to-day operations of four vessels, which are used to transport the Company’s petroleum products within various countries in West Africa.

 

Petronav Carriers LLC is actively exploring opportunities to expand its operations by identifying and acquiring additional vessels to expand its fleet. On these grounds, Petronav Carriers LLC is currently in negotiations with certain owners/sellers to purchase more tanker vessels, subject to establishing the necessary financing.

 

Petrogress Int’l LLC

 

Petrogress Int’l LLC, is a Delaware limited liability company, acquired by the Company in September 2017 with the purpose of acting as a holding company for conducting business across the world, including Cyprus, Middle East, and West Africa as an oil energy corporation.

 

In September 2017, through Petrogress Int’l LLC, the Company formed PG Cypyard & Offshore Service Terminal Ltd., to obtain a long term lease from Cyprus Port Authorities (CPA), the area that F&T Investment used as shipyard located at Limassol port. PG Cypyard & Offshore Service Terminal Ltd. is also expected to improve the leased area by providing facilities and services to offshore platforms that will be operating in the exploration and production of natural gas in Cyprus economy zone. The project is ongoing and we are in close negotiations with CPA.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 1 - Background and Description of Business and Preparation of Financial Statements (continued)

 

In February 2018, Petrogress Int’l LLC executed a Representation/Agency agreement with Mr. Louizos George, with the aim of establishing its representation in Erbil, Iraq. Mr. Louizos is handling on behalf of Petrogress Int’l LLC the negotiations with SOMO (the Iraqi National Oil Company) to register the company as a buyer and obtain an allocation of Basrah Light Crude Oil for 1,000,000 barrels per month under a long term contract. The registration process is ongoing and we hope to finalize it within the second quarter 2018.

 

In March 2018, the Company appointed Mr. Osy Adah as its representative in Nigeria. Mr. Adah is a Nigerian Citizen who has previously worked as a manager in major Nigerian oil companies. Through our representative, we have commenced the procedures for the registration of Petrogress Int’l LLC with Nigeria National Petroleum Company (NNPC) for an allocation for supplying half million barrels of Bonny light on monthly terms.

 

On March 23, 2018, Petrogress Int’l LLC, executed another Partnership agreement with a Nigeria Oil storing company Gonzena Hydrocarbons and Energy Co. Ltd (“Gonzena”), which is located in Koko Town of Delta River and operates in the store and distribution of oil products into local Nigerian market. A new entity will be formed which is to be named P&G Nigeria Oil Company Ltd (“PEGNOC)” to which Petrogress Int’l LLC and Gonzena will participate in 55% and 45% respectively. PEGNOC will be assigned from Gonzena two oil tanks each with a capacity of 15,000 liters.

 

Petrogress Oil & Gas Energy Inc.

 

Petrogress Oil & Gas Energy Inc., is a Texas corporation, incorporated in December 2015 and is focused on identifying and acquiring suitable interests in oil fields in Texas to allow for the Company’s expansion of its operations to include oil refinery production based within the United States and to export liquefied natural gas (“LNG”) to Mediterranean markets.

 

On September 2017, Petrogress Oil & Gas Energy Inc. through its affiliated company Petrogres Africa Company Limited, commenced negotiations with Ghana National Petroleum Company (“GNPC”) for the exploration of the oil fields in Saltpond basin and the repairs of the oil rig-platform “APG-1” where a survey on the of the platform is carried-out by a US specialist, for the assessment of the repairs cost of the platform and the improvement of the oil production.

 

 

PEtrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 1 - Background and Description of Business and Preparation of Financial Statements (continued)

 

The Saltpond oil fields, including the APG-1 platform, were operated by the Texas corporation Lushann International Energy, Inc. (“Lushann”), under a Petroleum Agreement with GNPC since 2004 (the “Petroleum Agreement”). Due to financial and technical issues the Petroleum Agreement was suspended by GNPC on August 2017 and the operations in Saltpond ceased.

 

Based on our interest on re-commencing the operations and to continue the oil production, we conducted negotiations with Lushann, which were concluded on February 16 2018, with the execution of a Memorandum of Understanding between Petrogress Oil & Gas Energy Inc. and Lushann. Under the terms of this memorandum, Petrogress Oil & Gas Energy Inc. elected to play the role of a farm-in-partner in the crude oil and the associated gas production in the developing area of 12 km² of the Saltpond oil field. The parties have agreed to form a Ghanaian limited liability company to be named PG – Saltpond Offshore Oil Production & Development Co., Limited (“SODCO”). Subject to the removal of the suspension of the Petroleum Agreement, and the assignment of 65% of SODCO to Petrogress Oil & Gas Energy Inc., the latter intends to undertake the necessary repairs and improvements of the APG-1 platform, and arrange a cash investment of $3.5 million plus a credit line of $15.0 million. The agreement is expected to be finalized in May 2018.

 

Our business structure affords us with full control of the logistics involved in oil sourcing and the transportation of our products by our affiliated vessels, which we believe to be a competitive advantage in West African markets. By directly controlling all aspects of our operations, as opposed to engaging the services of third-parties at potentially higher costs, we are able to keep costs low and thus generate revenue from a number of different sources.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

 

Reclassifications

 

For the three months ended March 31, 2017 we reclassified specific amounts of expenses in order to conform to current year presentations of our results. In the year ended 2017, the Company identified and renamed certain income statement classifications. Reclassifications were made in line to more accurately present the nature of the business.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 amount of revenues and expenses during the reported period. Actual results could differ from those estimates.  

 

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the SEC on its Form 10-K for the year ended December 31, 2017. The information presented within these Interim Statements may not include all disclosures required by GAAP and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 1 - Background and Description of Business and Preparation of Financial Statements (continued)

 

In the opinion of management, the accompanying interim financial statements, prepared in accordance with the SEC’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2018.

 

 

Note 2 - Summary of Significant Accounting Policies

 

Cash and Cash Equivalents

 

We consider all highly liquid investments with an original term of three months or less to be cash equivalents.

 

Accounts Receivable, net

 

The amount shown as Accounts receivables, net at each balance sheet date includes estimated recoveries from customers and charterers for sales of oil products, hires, freight and demurrage billings, net of allowance for doubtful accounts. Accounts receivable involve risk, including the credit risk of non-payment by the customer. Accounts receivable are considered past due based on contractual and invoice terms. An estimate is made of the allowance for doubtful accounts based on a review of all outstanding amounts at each period, and an allowance is made for any accounts which management believes are not recoverable. The determination of bad debt allowance constitutes a significant estimate.

 

For the three months ended March 31, 2018 and three months ended March 31, 2017, there were no allowances for doubtful debts.

 

Inventories

 

The Company's inventories consist primarily of purchased gas oil and crude oil at the respective balance sheet date, and is valued at the lower of cost or market using the mark-to-market method of valuation.

 

Vessels and other fixed assets, net

 

In accordance with the appropriate sections of the Fixed Asset topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), the Company follows the policy of evaluating all property and equipment as of the end of each reporting quarter. For the three months ended March 31, 2018 and 2017, respectively, management has not provided any impairment for the future recoverability of these assets.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 2 - Summary of Significant Accounting Policies (continued)

 

We depreciate our vessels on a straight-line basis over the estimated useful life which is 10 years from the date of their transfer to the Company. Depreciation is calculated based on a vessel’s cost less the estimated residual value. The estimated useful lives of vessels and equipment are as follows:

 

 

Organization costs

 

We have adopted the provisions required by the Start-Up Activities topic of the FASB ASC whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred.

 

Income taxes

 

We file income tax returns in various jurisdictions, as appropriate and required. We were 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 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.

 

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. 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.

 

We measure and record uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. Our tax years subsequent to 2011 remain subject to examination by federal and state tax jurisdictions.

 

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 2 - Summary of Significant Accounting Policies (continued)

 

Accounting for Equity -based Payments

 

We account for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of our common stock and recognized as expense during the period in which services are provided.

 

Comprehensive Income

 

We adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Items included in Comprehensive loss consist of cancellation of available-for-sale securities and foreign currency translation adjustments.

 

Revenue Recognition

 

We recognize revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.

 

Fair Value of Financial Instruments

 

Our financial instruments consist primarily of cash, accounts receivable, inventory, accounts payable and accrued expenses.

 

The carrying amount of cash, accounts receivable, inventory, accounts payable and accrued expenses, as applicable, approximates fair value due to the short -term nature of these items and/or the current interest rates payable in relation to current market conditions.

 

Interest rate risk is the risk that our earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. We do not use derivative instruments to moderate its exposure to interest rate risk, if any.

 

Financial risk is the risk that our earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. We do not use derivative instruments to moderate its exposure to financial risk, if any.

 

Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity ’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, we primarily use prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). We also consider the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 2 - Summary of Significant Accounting Policies (continued)

 

The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

The three hierarchy levels are defined as follows:

 

Level 1 - Quoted prices in active markets that is unadjusted and accessible at the measure ment 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.

 

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.

 

Effects of Recent Accounting Pronouncements not yet adopted

 

We discuss new accounting standards which have been issued but not yet adopted, their required date of adoption and/or planned date to adopt, if earlier, and the anticipated impact that adoption of the standards are expected to have on our financial position and results of operations in Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Report.

 

 

Note 3 – Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivables. Concentrations of credit risk with respect to trade receivables are limited due to the short payment terms dictated by the industry and operating environment. As of March 31, 2018, and December 31, 2017, management is of the opinion that the Company had no significant concentrations of credit risk.

 

 

Note 4 - Fair Value of Financial Instruments

 

The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017, respectively, for each fair value hierarchy level:

 

 

 

 

Note 5 - Vessels and other fixed assets, net

 

Vessels and other fixed assets, net consisted of the following as of March 31, 2018 and December 31, 2017:

 

 

Depreciation for the three months ended March 31, 2018 and March 31, 2017, was $227,619 and $219,094, respectively.

 

 

Note 6 – Loan facility from related party

 

On July 13, 2017, the Company entered into a Revolving Line of Credit Agreement (the “Agreement”) with Christos Traios, our President, Chief Executive Officer and sole Director. In accordance with the Agreement the Company also issued a $1,000,000 Line of Credit Convertible Promissory Note (the “LOC Note”) to Christos Traios. Mr. Traios has provided the Company with additional working capital as required from time-to-time to support its operations, and the LOC Note formalizes that commitment and confirms amounts previously advanced under an informal agreement between Mr. Traios and the Company.

 

The LOC Note bears interest payable on the outstanding principal at eight percent (8%) per annum. The principal and any accrued but unpaid interest on the LOC Note is due and payable on or before July 13, 2018. At the maturity date, the Company may extend and renew the LOC Note for additional terms of twelve (12) months, with a new effective and maturity date assigned for each successive extension and renewal. Interest is due and payable every six (6) months and on the Maturity Date, and each successive iteration of such dates upon extension and renewal thereafter. The principal amount of the LOC Note may be prepaid by the Company, in whole or in part, without penalty, at any time.

 

Upon the interest due date or maturity date, or any of them, regardless of any event of default, the LOC Note holder may demand payment of any or all of the interest due on the principal amount by delivery of a number of common shares converted at a rate of $0.001 per share. There is no provision for any of the principal to be repaid in common stock of the Company. Except in the event of a default, in no instance may the LOC Note holder convert amounts due for accrued interest to the extent that said repayment in common stock will cause the Company to issue a number of shares constituting ten percent (10%) or more of the Company’s then issued and outstanding common shares.

 

In consideration of Mr. Traios’s extension of credit to the Company, the Company agreed to issue to him a Warrant (the "Warrant") to purchase 15,000,000 shares of the Company’s common stock at an exercise price of $0.05 for a period of five years. The Warrant will provide for cashless exercise privileges, and be transferrable or assignable at the Holder’s option, with the Company’s approval. The Warrant has not been issued as of March 31, 2018.

 

Advances from Christos Traios from inception, including activity on the LOC Note, are as follows:

 

 

An amount of $15,000 and $7,500 that Mr. Traios had borrowed to Petrogress Int'l LLC and Petrogress Oil & Gas Energy Inc., respectively, were also converted into shares of Common stock during the three months ended March 31, 2018. See also Note 7 – Common Stock Transactions below for further discussion.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

 

Note 7 - Common Stock Transactions

 

On September 12, 2017, the Company issued 1,200,000 shares of Common Stock to Mammoth upon the conversion of $18,120 of principal at a conversion price of $0.06623 per share. This transaction and a cash payment of $26,767 on August 30, 2017, settled in full the Mammoth debt.

 

On October 20, 2017, the Company issued 10,000,000 shares of Common Stock to Charles L. Stidham as compensation for future services rendered over a two- year period. The share consideration and the agreement with Mr. Stidham were disclosed in a Form S- 8 registration statement effective September 22, 2017. During the quarter ended March 31, 2018, approximately $153,000 were expensed in relation to these awards and included in Corporate expenses in the Condensed Consolidated Income Statement.

 

On December 21, 2017, the Company issued 139,880,000 shares of Common Stock to Christos Traios, our President, Chief Executive Officer and sole Director as settlement of the 8% Convertible Promissory Note signed on May 12, 2017 for a capital of $134,600 along with the respective interest accrued as of this date.

 

On January 12, 2018 the Company issued 2,903,225 shares of Common Stock to Christos Traios, our President, Chief Executive Officer and sole Director for the settlement of wages due equal to $90,000 that had been accrued by parent company Petrogress, Inc. as of December 31, 2017.

 

On February 23, 2018 the Company issued 4,758,128 shares of Common Stock to Mr. Traios for the settlement of wages due equal to $120,000 that had been incurred by the parent company Petrogress, Inc. for the year ended December 31, 2016.

 

On February 23, 2018 the Company issued 19,070,512 shares of Common Stock to Christos Traios, our President, Chief Executive Officer and sole Director as a settlement of loans equal to $297,500 he had provided to the Company as of that date. Specifically, the Company settled $275,000 of loans that Mr. Traios had provided to parent company Petrogress, Inc., and $15,000 and $7,500 that Mr. Traios had provided to Petrogress Int'l LLC and Petrogress Oil & Gas Energy Inc. respectively.

 

 

Note 8 – Preferred stock

 

On July 14, 2017, Christos Traios, our President, Chief Executive Officer and sole Director approved a resolution authorizing the establishment of Series A Preferred Stock. The Series A Preferred Stock consists of 100 shares in total with a re-designated par value of $100 per share. The holder(s) of the Series A shares has/have rights as a class to a number of votes equal to two (2) times the sum of: (i) the total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the shareholders; plus (ii) the number of shares of Preferred Stock issued and outstanding of any other class that has voting rights, if any. These voting rights may be exercised for any matter requiring shareholder approval by vote or consent, and may, if required, permit a number of votes in excess of the total number of shares authorized. The holder(s) of the Series A shares is/are not entitled to convert the Series A shares to shares of Common Stock or any other class of the Corporation’s stock. The Series A shares shall not be entitled to dividends, but, in the event of liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holder(s) of the Series A shares will be entitled to receive out of the assets of the Corporation, prior to and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other class of preferred stock or the Common Stock, the amount of One Hundred Dollars ($100) per share, and will not be entitled to receive any portion of the remaining assets of the Company except by reason of ownership of shares of any other class of the Company’s stock. The Series A shares are not subject to redemption by the Company.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 8 – Preferred stock (continued)

 

On October 6, 2017, the Company issued the above 100 Series A shares of Preferred stock to Christos Traios, our President, Chief Executive Officer and sole Director as provided in his employment agreement.

 

 

Note 9 – Related parties transactions

 

Officer’s compensation

 

During the three months ended March 31, 2018, and March 31, 2017, the Company had recorded officers’ compensation of $60,000 and $30,000, respectively. For the period ended March 31, 2018, $1,471 was paid and the remaining amount was accrued and included in Amounts Due to Related Party on the Consolidated Balance Sheets as of March 31, 2018.

 

Officer’s advances

 

During the three months ended March 31, 2017, Christos Traios, our President, Chief Executive Officer and sole Director advanced the Company $78,500.

 

Revolving Line of Credit

 

During the three months ended March 31, 2018 Christos Traios provided finance to the Company of $63,000, under the terms of the LOC Note, signed by and between Mr. Traios and Petrogress, Inc. on July 13, 2017. During the year ended December 31, 2017 the respective finance provided by Christos Traios to the Company was $275,000. See Note 6 – Loan facility from related party of the consolidated financial statements for further information.

 

Capital transactions

 

Effective September 30, 2017, Petrogress Int’l LLC purchased from Mr. Traios 1,080,000 shares of Petrogres Africa Company Limited (“PGAF”), a Ghanaian limited company. The shares of PGAF acquired comprise 90% of its issued and outstanding shares. The acquisition is vital for the Company’s strategic objective to expand operations and its presence in West Africa. The initial consideration for the forgoing shares was $1,080,000 and Mr. Traios forgave an amount of $180,000 leading to a final consideration of $900,000 included in Amounts due to related party in the Consolidated Balance Sheet as of March 31, 2018 and December 31, 2017.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 9 – Related parties transactions (continued)

 

PGAF was incorporated in the summer of 2017 and holds a current Ghanaian business permit and is authorized to conduct local sales of oil products and shipping business from the Port of Tema in Greater Accra. Port facilities in Tema will provide a service and operations hub for the Company tankers currently involved in West Africa and Nigerian oil trading and transport.   The Port of Tema also serves as a secondary hub for repair, supply and transport ship operators servicing Ghana’s Tano Basin offshore oil fields in the Gulf of Guinea. Through Petrogres Africa Company Limited, the Company will strengthen its presence and position a promising market in West Africa and sub-Saharan countries with a population of more than 1.3 billion people designated as the next developing region. 

 

Mr. Traios initially acquired 90% of PGAF shares at their par value for a consideration of $900,000, on August 17, 2017. The Company has accounted for the purchase of shares of PGAF as a business acquisition under common control and as such, the assets have been transferred at carrying costs as of the date of acquisition, and the activity of the acquired entity has been combined as of the date common control as established in line with the provisions of ASC 805-50-25-2, on August17, 2017. The Company has accounted for the purchase of shares of PGAF as a business acquisition under common control and as such, the assets have been transferred at carrying costs as of the date of acquisition, and the activity of the acquired entity has been combined as of the date common control as established in line with the provisions of ASC 805 - 50 - 25 - 2, on August 17, 2017.  The difference between the consideration paid by Mr. Traios, and the net assets of PGAF on August 17, 2017, has been allocated to goodwill. The Company has one year from the date of acquisition to finalize the valuation analysis and has engaged a third -party valuation specialist for this assessment. The business combination is not material for disclosure of pro-forma accounts.  The Company has recognized Non-controlling interests equal to $100,000 as of the date common control was established.

 

Since the date common control was established, PGAF has contributed $1,057,000 of revenue to the Company, of which $332,000 was recognized during the three months ended March 31, 2018.

 

Partnership Agreement with Platon Gas Oil Ghana Ltd (“Platon”)

 

On February 28, 2018 Petrogres Co. Limited entered into a Partnership Agreement with Platon, that is intended to be renewed on an annual basis, pursuant to which Petrogres Co. Limited will supply crude oil for storage, refinement, marketing and distribution in Ghana jointly with Platon. Under the Partnership Agreement, Petrogres Co. Limited is expected to deliver 3,000 - 5,000 metric tons of crude oil on a monthly basis for storage and processing by Platon into various petroleum products, including gas oil, blend stocks, cutter stock and other feedstock. Platon will also be expected to market and distribute the refined petroleum products. Net profits from the sale of the petroleum products will be split evenly between Petrogres Co. Limited and Platon. As of the execution of the Partnership Agreement, Petrogres Co. Limited appointed its local commercial manager and its accountant to perform the daily supervision and monitoring of the storage, processing and of the sales of the refined products to local buyers, including the marketing and distribution.

 

The Company accounts for this agreement under ASC 808-10, Collaborative Agreements, and has recognized the portion of revenues and expenses attributed to the Company. During the three months ended March 31, 2018, the Company has recognized $2,173,264 in proportionate revenues in the Partnership Agreement.

 

Issuance of 100 Series A Preference shares

 

During the year ended December 31, 2017, the Company issued to Mr. Traios 100 Series A Preference shares with a par value of $100 each. As of December 31, 2017 this amount is due to the Company and was classified under Additional paid-in capital.

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Three Months Ended March 31, 2018 and 2017

 

Note 9 – Related parties transactions (continued)

 

The table below presents the movement of the amounts due to Christos Traios during the three months ended March 31, 2018.

 

 

 

Note 10 - Revenue Concentrations

 

The Company sells to commercial customers in foreign markets. For the three months ended March 2018, two customers represented more than 10.0% each of consolidated revenue. For the three months ended March 2017, five customers presented more than 10% each of consolidated revenues.

 

As of March 31, 2018 and December 31, 2017, four customers represented more than 10% each of consolidated accounts receivable.

 

 

Note 11 - Subsequent Events

 

Nikolaos Mourtzanos resigned as the Chief Financial Officer of Petrogress, Inc. effective as of April 30, 2018. The responsibilities of the principal financial officer of the company will be undertaken by Christos Traios, our President and Chief Executive Officer, until such time as a successor Chief Financial Officer is appointed.

 

On May 9, 2018, the Company entered into an Amendment No. 2 to the employment agreement with Christos Traios, President and Chief Executive Officer and sole Director of the Company, pursuant to which the parties agreed to reduce Mr. Traios’ base salary to $5,000 per month.

 

 

 

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