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 2018

Commission File Number:  001-33283

EUROSEAS LTD.
(Translation of registrant's name into English)
 
4 Messogiou & Evropis Street
151 24 Maroussi, Greece
(Address of principal executive office)

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 FORM 6-K REPORT

On May 30, 2018, Euroseas Ltd. (the "Company") completed the spin-off of EuroDry Ltd. ("EDRY") and distributed, on a pro rata basis, all of the shares of EDRY common stock to the Company's shareholders of record as of May 23, 2018.

Attached to this Report on Form 6-K as Exhibit 1 is a copy of the unaudited pro forma condensed consolidated financial information of the Company giving effect to the distribution of the EDRY shares and the notes related thereto.

This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (File No. 333-208305) filed with the U.S. Securities and Exchange Commission on December 2, 2015, 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.

 
EUROSEAS LTD.
 
 
 
 
 
 
 
Dated: August 16, 2018
By:
/s/ Aristides J. Pittas
 
 
Name:
Aristides J. Pittas
 
 
Title:
President
 
 
EXHIBIT 1

 
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Financial Information

 
Spin-off
 
Following the close of trading on the Nasdaq Capital Market on May 30, 2018, Euroseas Ltd. ("Euroseas") completed the spin-off ("Spin-off") of its drybulk fleet to EuroDry Ltd. ("EuroDry"). Euroseas shareholders received one EuroDry common share for every five Euroseas common shares they owned as of May 23, 2018. Shares of EuroDry commenced trading on May 31, 2018 on the Nasdaq Capital Market under the symbol "EDRY." EuroDry operates in the dry cargo, drybulk shipping markets, owning and operating drybulk vessels previously owned and operated by Euroseas, and is now a separate publicly traded company. Euroseas continues to operate in the container shipping market and remains a publicly traded company.
 
Unaudited Pro Forma Information
 
The following pro forma condensed consolidated financial information is based on the historical financial statements of Euroseas, including certain pro forma adjustments, and has been prepared to illustrate the pro forma effect of Euroseas' spin-off of its drybulk fleet to EuroDry.
 
The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2015, 2016 and 2017 assume that the spin-off occurred as of January 1, 2015. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2017 is presented as if the spin-off had occurred as of December 31, 2017.
 
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not purport to represent what the results of operations or financial position of Euroseas would actually have been had the spin-off occurred on the dates noted above, or to project the results of operations or financial position of Euroseas for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. Unless otherwise indicated, the pro forma adjustments are directly attributable to the spin-off and are expected to have a continuing impact on the results of operations of Euroseas. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed consolidation financial information have been made.
 
The accompanying unaudited pro forma condensed consolidated financial information should be read in conjunction with the notes thereto and "Management's Discussion and Analysis of Results of Operations and Financial Condition" and Euroseas' consolidated financial statements and notes thereto included in Euroseas' Annual Report on Form 20-F/A for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission on May 1, 2018.

 

 
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(All amounts expressed in U.S. Dollars – except number of shares)

 
  
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
 
  Notes
2015
Historical 
2015
Discontinued Operations
2015
Continuing Operations
2015
Pro Forma Adjustments
2015
Pro Forma
Revenues
            
Voyage revenue
  
39,656,670
4,146,699
35,509,971
-
35,509,971
Related party revenue
  
240,000
-
240,000
-
240,000
Commissions
  
(2,216,836)
(251,370)
(1,965,466)
-
(1,965,466)
 
Net revenues
  
37,679,834
3,895,329
33,784,505
-
33,784,505
             
Operating expenses
            
Voyage expenses
  
2,312,513
460,031
1,852,482
-
1,852,482
Vessel operating expenses
  
25,204,593
3,370,919
21,833,674
-
21,833,674
Drydocking expenses
  
1,912,407
580,028
1,332,379
-
1,332,379
Vessel depreciation
  
10,995,023
2,886,792
8,108,231
-
8,108,231
                          Related party management fees
  
4,151,335
562,168
3,589,167
-
3,589,167
Net gain on sale of vessels
  
(461,586)
-
(461,586)
-
(461,586)
Loss on write-down of vessel held for sale
  
1,641,885
-
1,641,885
-
1,641,885
Other general and administrative expenses
  
3,327,061
480,958
2,846,103
-
2,846,103
Total operating expenses
  
49,083,231
8,340,896
40,742,335
-
40,742,335
             
Operating loss
  
(11,403,397)
(4,445,567)
(6,957,830)
-
(6,957,830)
             
Other income/(expenses)
            
Interest and other financing costs
  
(1,486,534)
(784,994)
(701,540)
-
(701,540)
Loss on derivatives, net
  
(261,674)
-
(261,674)
-
(261,674)
Other investment income
  
1,212,938
-
1,212,938
-
1,212,938
Foreign exchange gain
  
22,421
-
22,421
-
22,421
Interest income
  
26,656
-
26,656
-
26,656
Other expenses, net
  
(486,193)
(784,994)
298,801
-
298,801
Equity loss in joint venture
  
(2,158,393)
-
(2,158,393)
-
(2,158,393)
Net loss
  
(14,047,983)
(5,230,561)
(8,817,422)
-
(8,817,422)
Dividends to Series B preferred shares
1
(1,639,149)
-
(1,639,149)
819,575
(819,574)
Net loss attributable to common shareholders
  
(15,687,132)
(5,230,561)
(10,456,571)
819,575
(9,636,996)
Loss per share attributable to common shareholders - basic and diluted
  
(2.45)
  
(1.63)
  
(1.50)
Weighted average number of shares outstanding during the year, basic and diluted
  
6,410,794
  
6,410,794
  
6,410,794


See accompanying notes to unaudited pro forma condensed consolidated financial information
 

 
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(All amounts expressed in U.S. Dollars – except number of shares)

 
 
  
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
 
  Notes
2016
Historical 
2016
Discontinued Operations
2016
Continuing Operations
2016
Pro Forma Adjustments
2016
Pro Forma
Revenues
            
Voyage revenue
  
29,789,036
8,331,821
21,457,215
-
21,457,215
Related party revenue
  
240,000
-
240,000
-
240,000
Commissions
  
(1,604,747)
(452,868)
(1,151,879)
-
(1,151,879)
 
Net revenues
  
28,424,289
7,878,953
20,545,336
 
-
20,545,336
             
Operating expenses
            
Voyage expenses
  
1,291,712
82,627
1,209,085
-
1,209,085
Vessel operating expenses
  
18,161,862
4,308,418
13,853,444
-
13,853,444
Drydocking expenses
  
2,204,784
-
2,204,784
-
2,204,784
Vessel depreciation
  
8,788,121
3,828,634
4,959,487
-
4,959,487
                          Related party management fees
  
3,179,596
780,135
2,399,461
 
-
2,399,461
Net gain on sale of vessels
  
(10,597)
-
(10,597)
-
(10,597)
Loss on termination and impairment of shipbuilding contracts
  
7,050,179
7,050,179
-
 
 
-
-
Loss on write-down of vessel held for sale
  
5,924,668
-
5,924,668
 
-
5,924,668
Other general and administrative expenses
  
3,472,422
798,828
2,673,594
 
-
2,673,594
Total operating expenses
  
50,062,747
16,848,821
33,213,926
-
33,213,926
             
Operating loss
  
(21,638,458)
(8,969,868)
(12,668,590)
-
(12,668,590)
             
Other income/(expenses)
            
Interest and other financing costs
  
(2,531,999)
(1,161,169)
(1,370,830)
 
-
(1,370,830)
Loss on derivatives, net
  
(119,154)
-
(119,154)
-
(119,154)
Other investment income
  
1,024,714
-
1,024,714
-
1,024,714
Impairment of other investment
  
(4,421,452)
-
(4,421,452)
 
-
(4,421,452)
 
Foreign exchange loss
  
(41,402)
(10,369)
(31,033)
 
-
(31,033)
Interest income
  
22,330
53
22,277
-
22,277
Other expenses, net
  
(6,066,963)
(1,171,485)
(4,895,478)
-
(4,895,478)
Equity loss in joint venture
  
(2,444,626)
-
(2,444,626)
-
(2,444,626)
Impairment in joint venture
  
(14,071,075)
-
(14,071,075)
-
(14,071,075)
Net loss
  
(44,221,122)
10,141,353
(34,079,769)
 
-
(34,079,769)
Dividends to Series B preferred shares
1
(1,725,699)
-
(1,725,699)
862,850
(862,849)
Net loss attributable to common shareholders
  
(45,946,821)
(10,141,353)
(35,805,468)
862,850
(34,942,618)
Loss per share attributable to common shareholders - basic and diluted
  
(5.63)
  
(4.38)
  
(4.28)
Weighted average number of shares outstanding during the year, basic and diluted
  
8,165,703
  
8,165,703
  
8,165,703


See accompanying notes to unaudited pro forma condensed consolidated financial information
 

 
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
(All amounts expressed in U.S. Dollars – except number of shares)

 
 
  
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
Twelve Months Ended
 December 31,
 
  Notes
2017
Historical 
2017
Discontinued Operations
2017
Continuing Operations
2017
Pro Forma Adjustments
2017
Pro Forma
Revenues
            
Voyage revenue
  
45,117,582
20,280,215
24,837,367
-
24,837,367
Related party revenue
  
240,000
-
240,000
-
240,000
Commissions
  
(2,440,444)
(1,122,196)
(1,318,248)
-
(1,318,248)
 
Net revenues
  
42,917,138
19,158,019
23,759,119
-
23,759,119
             
Operating expenses
            
Voyage expenses
  
3,960,807
2,396,318
1,564,489
-
1,564,489
Vessel operating expenses
  
21,911,730
6,892,388
15,019,342
-
15,019,342
Other operating income
  
(499,103)
-
(499,103)
-
(499,103)
Drydocking expenses
  
698,800
127,509
571,291
-
571,291
Vessel depreciation
  
8,372,237
4,786,272
3,585,965
-
3,585,965
                          Related party management fees
  
4,042,353
1,409,716
2,632,637
-
2,632,637
Net gain on sale of vessels
  
(803,811)
-
(803,811)
-
(803,811)
Loss on write-down of vessels held for sale
  
4,595,819
-
4,595,819
-
4,595,819
Other general and administrative expenses
  
3,419,363
917,160
2,502,203
-
2,502,203
Total operating expenses
  
45,698,195
16,529,363
29,168,832
-
29,168,832
             
Operating loss
  
(2,781,057)
2,628,656
(5,409,713)
-
(5,409,713)
             
Other income/(expenses)
            
Interest and other financing costs
  
(3,372,269)
(1,817,574)
(1,554,695)
-
(1,554,695)
Gain on derivatives, net
  
61,556
49,167
12,389
-
12,389
Foreign exchange loss
  
(40,762)
(10,548)
(30,214)
-
(30,214)
Interest income
  
37,972
-
37,972
-
37,972
Other expenses, net
  
(3,313,503)
(1,778,955)
(1,534,548)
-
(1,534,548)
Net loss
  
(6,094,560)
849,701
(6,944,261)
-
(6,944,261)
Dividends to Series B preferred shares
1
(1,808,811)
-
(1,808,811)
(904,406)
(904,405)
Net loss attributable to common shareholders
  
(7,903,371)
849,701
(8,753,072)
(904,406)
(7,848,666)
Loss per share attributable to common shareholders - basic and diluted
  
(0.71)
  
(0.79)
  
(0.71)
Weighted average number of shares outstanding during the year, basic and diluted
  
11,067,524
  
11,067,524
  
11,067,524
See accompanying notes to unaudited pro forma condensed consolidated financial information
 

 
 
Euroseas Ltd.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(All amounts expressed in U,S, Dollars – except number of shares)

  Notes
Historical
Discontinued Operations
Reclasses
Continuing Operations
Pro Forma Adjustments
Pro Forma
Assets
              
Current Assets:
              
    Cash and cash equivalents
  
4,115,985
1,257,058
-
2,858,927
-
2,858,927
    Restricted cash
  
1,998,452
894,499
-
1,103,953
-
1,103,953
    Trade accounts receivable, net
  
1,479,282
593,787
-
885,495
-
885,495
    Other receivables
  
1,609,099
644,062
-
965,037
-
965,037
    Due from related companies
    
3,706,259
3,706,259
-
-
-
    Inventories
  
1,645,209
452,191
-
1,193,018
-
1,193,018
    Prepaid expenses
  
319,559
72,520
-
247,039
-
247,039
    Vessel held for sale
  
4,914,782
-
-
4,914,782
-
4,914,782
Total current assets
  
16,082,368
7,620,376
3,706,259
12,168,251
-
12,168,251
               
Long-term assets:
              
    Vessels, net
  
134,111,715
81,979,636
-
52,132,079
-
52,132,079
    Advances for vessel under construction
  
5,051,211
5,051,211
-
-
-
-
    Restricted cash
  
7,084,267
2,750,000
-
4,334,267
-
4,334,267
    Due from spun-off subsidiary
  
-
-
24,585,518
24,585,518
(24,585,518)
-
    Derivatives
  
-
51,453
51,453
-
-
-
Total assets
  
162,329,561
97,452,676
28,343,230
93,220,115
(24,585,518)
68,634,597
               
Liabilities, Mezzanine equity and shareholders' equity
              
Current liabilities:
              
    Long-term bank loans, current portion
  
12,170,528
7,967,267
-
4,203,261
-
4,203,261
    Trade accounts payable
  
1,869,441
346,968
-
1,522,473
-
1,522,473
    Accrued expenses
  
2,154,137
1,037,027
-
1,117,110
-
1,117,110
    Deferred revenues
  
879,916
289,738
-
590,178
-
590,178
    Derivatives
  
177,998
-
-
177,998
-
177,998
    Due to related companies
2
1,280,577
-
3,706,259
4,986,836
(1,288,533)
3,698,303
Total current liabilities
  
18,532,597
9,641,000
3,706,259
12,597,856
(1,288,533)
11,309,323
               
Long-term liabilities:
              
    Long-term bank loans, net of current portion
  
60,175,276
30,364,035
-
29,811,241
-
29,811,241
    Derivatives
  
16,631
-
51,453
68,084
-
68,084
    Vessel profit participation liability
  
1,297,100
-
-
1,297,100
-
1,297,100
    Due to Parent Company
2
-
24,585,518
24,585,518
-
-
-
Total long-term liabilities
  
61,489,007
54,949,553
24,636,971
31,176,425
-
31,176,425
Total liabilities
  
80,021,604
64,590,553
28,343,230
43,774,281
(1,288,533)
42,485,748
Commitments and contingencies
              
Mezzanine equity:
              
  Series B Preferred shares (par value $0.01, 20,000,000 shares authorized, 37,314, 0 and 18,657 issued and outstanding, respectively)
1
35,613,759
-
-
35,613,759
(17,806,879)
17,806,880
               
Shareholders' equity:
              
  Common stock (par value $0.03, 200,000,000 shares authorized, 11,274,126 issued and outstanding)
  
338,230
-
-
338,230
-
338,230
  Additional paid-in capital
2
284,236,597
42,518,895
-
241,717,702
(5,490,106)
236,227,596
  Accumulated deficit
  
(237,880,629)
(9,656,772)
-
(228,223,857)
-
(228,223,857)
 Total shareholders' equity
  
46,694,198
32,862,123
-
13,832,075
(5,490,106)
8,341,969
Total liabilities, mezzanine equity and shareholders' equity
  
162,329,561
97,452,676
28,343,230
93,220,115
(24,585,518)
68,634,597

See accompanying notes to unaudited pro forma condensed consolidated financial information

 

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1 – Presentation of dividends to Preferred Shares
 
On the date of the Spin-off, fifty percent of the Company's Series B Preferred Shares were redeemed through issuing preferred shares of EuroDry. The Company paid dividends in kind (by issuing additional Series B preferred shares) to all of its Series B Preferred shares until the date of the Spin-off and to the remaining Series B Preferred after the redemption since the date of the Spin-off. As a result, fifty percent of the "Dividends to Series B preferred shares" were attributed to discontinued operations in the unaudited pro forma condensed consolidated statements of operations in all periods presented and fifty percent of the Series B preferred shares balance was attributed to discontinued operations in the unaudited pro forma condensed consolidated balance sheet.
 
Note 2 -  Amounts due to Parent Company /  due from spun-off subsidiary
 
Amount of $24,585,518 shown as "Due from spun-off subsidiary" in the "Continuing Operations" is presented in the "Pro Forma" balance sheet in accordance with its final classification of $17,806,879 as reduction in the Series B Preferred shares balance as a result of the redemption of fifty percent of the outstanding Series B Preferred shares on the Spin-off date through issuing preferred shares of EuroDry on the date of the Spin-off (refer to Note 1 above), reduction of $5,490,106 to the additional paid-in capital for contributions for the vessels spun-off paid in prior years (recognized as an increase to the Additional paid-in capital of EuroDry on the date of the Spin-off) and reduction to the "Due to related companies" liability of $1,288,533.