Paragon Shipping Inc.
|
(Translation of registrant's name into English)
|
15 Karamanli Ave., GR 166 73, Voula, Greece
|
(Address of principal executive office)
|
Paragon Shipping Inc.
|
|||
Dated: September 1, 2015
|
By:
|
/s/ Michael Bodouroglou
|
|
Name:
|
Michael Bodouroglou
|
||
Title:
|
Chief Executive Officer
|
· | Net revenue, net of voyage expenses, of $7.9 million in the second quarter of 2015. |
· | Reduced average daily adjusted total vessel operating expenses by 11.1% year-over-year. |
· | Adjusted EBITDA of negative $0.6 million in the second quarter of 2015. |
· | Adjusted net loss of $8.1 million, or $0.32 per common share, in the second quarter of 2015. |
· | Sale of four vessels of the operating fleet to support the Company's liquidity and ensure its sustainability through 2016. |
Quarter Ended
June 30, 2014
|
Quarter Ended
June 30, 2015
|
Six Months Ended
June 30, 2014
|
Six Months Ended
June 30, 2015
|
|
Average number of vessels
|
14.0
|
16.0
|
14.0
|
16.0
|
Time charter equivalent rate (TCE) (1)
|
7,870
|
5,494
|
8,208
|
5,148
|
Net Revenue, net of voyage expenses
|
9,743
|
7,857
|
19,994
|
14,688
|
EBITDA (1)
|
(2,158)
|
(65,465)
|
(21,210)
|
(67,086)
|
Adjusted EBITDA (1)
|
882
|
(625)
|
1,215
|
(2,070)
|
Net Loss
|
(9,652)
|
(72,906)
|
(35,537)
|
(81,838)
|
Adjusted Net Loss (1)
|
(5,584)
|
(8,066)
|
(11,601)
|
(16,822)
|
Loss per common share basic and diluted
|
(0.39)
|
(2.93)
|
(1.56)
|
(3.29)
|
Adjusted Loss per common share basic and diluted (1)
|
(0.23)
|
(0.32)
|
(0.51)
|
(0.68)
|
(1) | Please see the table at the back of this release for a reconciliation of TCE to Charter Revenue, EBITDA and Adjusted EBITDA to Net Income / (Loss), Adjusted Net Income / (Loss) to Net Income / (Loss) and Adjusted Earnings / (Loss) per common share to Earnings / (Loss) per common share, the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). |
§ | Loss related to assets held for sale of $47.6 million, or $1.91 per basic and diluted share. |
§ | Impairment loss of $16.8 million, or $0.67 per basic and diluted share. |
§ | Loss from marketable securities of $0.1 million or $0.01 per basic and diluted share. |
§ | Loss on investment in affiliate of $0.2 million or $0.01 per basic and diluted share. |
§ | Unrealized gain on interest rate swaps of $0.1 million, or less than $0.01 per basic and diluted share. |
§ | Non-cash expenses of $0.3 million, or $0.01 per basic and diluted share, relating to the amortization of the compensation cost recognized for non-vested share awards issued to executive officers, directors and employees. |
§ | Loss related to assets held for sale of $47.6 million, or $1.91 per basic and diluted share. |
§ | Impairment loss of $16.8 million, or $0.67 per basic and diluted share. |
§ | Loss from marketable securities of $0.1 million or $0.01 per basic and diluted share. |
§ | Loss on investment in affiliate of $0.2 million or $0.01 per basic and diluted share. |
§ | Unrealized gain on interest rate swaps of $0.2 million, or less than $0.01 per basic and diluted share. |
§ | Non-cash expenses of $0.5 million, or $0.02 per basic and diluted share, relating to the amortization of the compensation cost recognized for non-vested share awards issued to executive officers, directors and employees. |
Name
|
Type / No. of Vessels
|
Dwt
|
Year Built
|
Panamax
|
|||
Coral Seas
|
Panamax
|
74,477
|
2006
|
Golden Seas
|
Panamax
|
74,475
|
2006
|
Pearl Seas
|
Panamax
|
74,483
|
2006
|
Diamond Seas
|
Panamax
|
74,274
|
2001
|
Deep Seas
|
Panamax
|
72,891
|
1999
|
Calm Seas
|
Panamax
|
74,047
|
1999
|
Kind Seas
|
Panamax
|
72,493
|
1999
|
Total Panamax
|
7
|
517,140
|
|
Supramax
|
|||
Sapphire Seas
|
Supramax
|
53,702
|
2005
|
Total Supramax
|
1
|
53,702
|
|
Handysize
|
|||
Prosperous Seas
|
Handysize
|
37,293
|
2012
|
Precious Seas
|
Handysize
|
37,205
|
2012
|
Priceless Seas
|
Handysize
|
37,202
|
2013
|
Proud Seas
|
Handysize
|
37,227
|
2014
|
Total Handysize
|
4
|
148,927
|
|
Grand Total
|
12
|
719,769
|
Hull no.
|
Type / No. of Vessels
|
Dwt
|
Expected Delivery
|
Ultramax
|
|||
Hull no. DY4050
|
Ultramax
|
63,500
|
Q3 2015
|
Hull no. DY4052
|
Ultramax
|
63,500
|
Q4 2015
|
Total Ultramax
|
2
|
127,000
|
|
Kamsarmax
|
|||
Hull no. YZJ1144
|
Kamsarmax
|
81,800
|
Q1 2016
|
Hull no. YZJ1145
|
Kamsarmax
|
81,800
|
Q1 2016
|
Hull no. YZJ1142
|
Kamsarmax
|
81,800
|
Q1 2016
|
Total Kamsarmax
|
3
|
245,400
|
|
Grand Total
|
5
|
372,400
|
|
Quarter Ended
June 30, 2014
|
Quarter Ended
June 30, 2015
|
Six Months Ended June 30, 2014
|
Six Months Ended June 30, 2015
|
FLEET DATA
|
||||
Average number of vessels (1)
|
14.0
|
16.0
|
14.0
|
16.0
|
Calendar days for fleet (2)
|
1,274
|
1,456
|
2,528
|
2,896
|
Available days for fleet (3)
|
1,256
|
1,450
|
2,467
|
2,878
|
Operating days for fleet (4)
|
1,238
|
1,430
|
2,436
|
2,853
|
Fleet utilization (5)
|
98.6%
|
98.6%
|
98.7%
|
99.1%
|
AVERAGE DAILY RESULTS
|
||||
Time charter equivalent (6)
|
7,870
|
5,494
|
8,208
|
5,148
|
Vessel operating expenses (7)
|
4,211
|
4,064
|
4,236
|
4,015
|
Management fees - related party adjusted (8)
|
1,060
|
867
|
1,058
|
880
|
General and administrative expenses adjusted (9)
|
1,117
|
850
|
1,169
|
851
|
Total vessel operating expenses adjusted (10)
|
6,388
|
5,781
|
6,463
|
5,746
|
(1) | Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was a part of our fleet during the period divided by the number of days in the period. |
(2) | Calendar days for the fleet are the total days the vessels were in our possession for the relevant period. |
(3) | Available days for the fleet are the total calendar days for the relevant period less any off-hire days associated with scheduled dry-dockings or special or intermediate surveys. |
(4) | Operating days for the fleet are the total available days for the relevant period less any off-hire days due to any reason, other than scheduled dry-dockings or special or intermediate surveys, including unforeseen circumstances. Any idle days relating to the days a vessel remains unemployed are included in operating days. |
(5) | Fleet utilization is the percentage of time that our vessels were able to generate revenues and is determined by dividing operating days by fleet available days for the relevant period. |
(6) | Time charter equivalent ("TCE") is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing Net Revenue generated from charters less voyage expenses by operating days for the relevant time period. Voyage expenses consist of all costs that are unique to a particular voyage, primarily including port expenses, canal dues, war risk insurances and fuel costs, net of gains or losses from the sale of bunkers to charterers. TCE is a non-GAAP standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot voyage charters, time charters and bareboat charters) under which the vessels may be employed between the periods. |
(7) | Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. |
(8) | Daily management fees - related party adjusted are calculated by dividing management fees - related party, excluding share based compensation to the management company, by fleet calendar days for the relevant time period. |
(9) | Daily general and administrative expenses adjusted are calculated by dividing general and administrative expenses, excluding non-cash expenses relating to the amortization of the share based compensation cost for non-vested share awards, by fleet calendar days for the relevant time period. |
(10) | Total vessel operating expenses ("TVOE") is a measurement of our total expenses associated with operating our vessels. TVOE is the sum of vessel operating expenses, management fees and general and administrative expenses. Daily TVOE adjusted is calculated by dividing TVOE, excluding non-cash expenses relating to the amortization of the share based compensation cost for non-vested share awards and share based compensation to the management company, by fleet calendar days for the relevant time period. |
Quarter Ended
June 30, 2014
|
Quarter Ended
June 30, 2015
|
Six Months Ended
June 30, 2014
|
Six Months Ended
June 30, 2015
|
|
Charter Revenue
|
14,666
|
9,945
|
28,903
|
20,630
|
Commissions
|
(842)
|
(599)
|
(1,650)
|
(1,250)
|
Voyage Expenses, net
|
(4,081)
|
(1,489)
|
(7,259)
|
(4,692)
|
Net Revenue, net of voyage expenses
|
9,743
|
7,857
|
19,994
|
14,688
|
Total operating days
|
1,238
|
1,430
|
2,436
|
2,853
|
Time Charter Equivalent
|
7,870
|
5,494
|
8,208
|
5,148
|
Six Months Ended
June 30, 2014
|
Six Months Ended
June 30, 2015
|
|
Cash generated from / (used in):
|
||
Operating Activities
|
(341)
|
(2,670)
|
Investing Activities
|
(63,927)
|
11,382
|
Financing Activities
|
55,169
|
(11,526)
|
Quarter Ended
June 30, 2014
|
Quarter Ended
June 30, 2015
|
Six Months Ended
June 30, 2014
|
Six Months Ended
June 30, 2015
|
|
Net Loss
|
(9,652)
|
(72,906)
|
(35,537)
|
(81,838)
|
Plus Net interest expense, including interest expense from interest rate swaps
|
3,009
|
2,457
|
5,415
|
4,841
|
Plus Depreciation
|
4,485
|
4,984
|
8,912
|
9,911
|
EBITDA
|
(2,158)
|
(65,465)
|
(21,210)
|
(67,086)
|
Adjusted EBITDA Reconciliation
|
||||
Net Loss
|
(9,652)
|
(72,906)
|
(35,537)
|
(81,838)
|
Loss related to assets held for sale
|
-
|
47,640
|
-
|
47,640
|
Impairment loss
|
-
|
16,754
|
15,695
|
16,754
|
Gain from sale of assets
|
(403)
|
-
|
(403)
|
-
|
(Gain) / loss from marketable securities
|
(12)
|
134
|
(12)
|
134
|
Loss on investment in affiliate
|
3,101
|
207
|
5,855
|
207
|
Unrealized loss / (gain) on interest rate swaps
|
108
|
(150)
|
(69)
|
(210)
|
Non-cash expenses from the amortization of share based compensation cost recognized and share based compensation to the management company
|
246
|
255
|
1,359
|
491
|
Write off of financing expenses
|
1,028
|
-
|
1,511
|
-
|
Adjusted Net Loss
|
(5,584)
|
(8,066)
|
(11,601)
|
(16,822)
|
Plus Net interest expense, net of write off of financing expenses, including interest expense from swaps
|
1,981
|
2,457
|
3,904
|
4,841
|
Plus Depreciation
|
4,485
|
4,984
|
8,912
|
9,911
|
Adjusted EBITDA
|
882
|
(625)
|
1,215
|
(2,070)
|
(1) | The Company considers EBITDA to represent Net Income / (Loss) plus net interest expense, including interest expense from interest rate swaps, and depreciation and amortization. The Company's management uses EBITDA and Adjusted EBITDA as a performance measure. EBITDA and Adjusted EBITDA are not items recognized by U.S. GAAP and should not be considered as an alternative to Net Income / (Loss), Operating Income / (Loss) or any other indicator of a Company's operating performance required by U.S. GAAP. The Company's definition of EBITDA and Adjusted EBITDA may not be the same as that used by other companies in the shipping or other industries. The Company believes that EBITDA is useful to investors because the shipping industry is capital intensive and may involve significant financing costs. The Company excluded non-cash items to derive the Adjusted Net Income / (Loss) and the Adjusted EBITDA because the Company believes that these adjustments provide additional information on the fleet operational results. |
U.S. GAAP Financial Information
|
Quarter Ended
June 30, 2014
|
Quarter Ended
June 30, 2015
|
Six Months Ended
June 30, 2014
|
Six Months Ended
June 30, 2015
|
Net Loss
|
(9,652)
|
(72,906)
|
(35,537)
|
(81,838)
|
Net Loss attributable to non-vested share awards
|
(133)
|
(1,313)
|
(571)
|
(1,363)
|
Net Loss available to common shareholders
|
(9,519)
|
(71,593)
|
(34,966)
|
(80,475)
|
Weighted average number of common shares basic and diluted
|
24,281,164
|
24,460,642
|
22,414,824
|
24,460,642
|
Loss per common share basic and diluted
|
(0.39)
|
(2.93)
|
(1.56)
|
(3.29)
|
Reconciliation of Net Income / (Loss) to Adjusted Net Income / (Loss)
|
||||
Net Loss
|
(9,652)
|
(72,906)
|
(35,537)
|
(81,838)
|
Loss related to assets held for sale
|
-
|
47,640
|
-
|
47,640
|
Impairment loss
|
-
|
16,754
|
15,695
|
16,754
|
Gain from sale of assets
|
(403)
|
-
|
(403)
|
-
|
(Gain) / loss from marketable securities
|
(12)
|
134
|
(12)
|
134
|
Loss on investment in affiliate
|
3,101
|
207
|
5,855
|
207
|
Unrealized loss / (gain) on interest rate swaps
|
108
|
(150)
|
(69)
|
(210)
|
Non-cash expenses from the amortization of share based compensation cost recognized and share based compensation to the management company
|
246
|
255
|
1,359
|
491
|
Write off of financing expenses
|
1,028
|
-
|
1,511
|
-
|
Adjusted Net Loss (1)
|
(5,584)
|
(8,066)
|
(11,601)
|
(16,822)
|
Adjusted Net Loss attributable to non-vested share awards
|
(77)
|
(145)
|
(186)
|
(280)
|
Adjusted Net Loss available to common shareholders
|
(5,507)
|
(7,921)
|
(11,415)
|
(16,542)
|
Weighted average number of common shares basic and diluted
|
24,281,164
|
24,460,642
|
22,414,824
|
24,460,642
|
Adjusted Loss per common share basic and diluted (1)
|
(0.23)
|
(0.32)
|
(0.51)
|
(0.68)
|
(1) | Adjusted Net Income / (Loss) and Adjusted Earnings / (Loss) per common share are not items recognized by U.S. GAAP and should not be considered as alternatives to Net Income / (Loss) and Earnings / (Loss) per common share, respectively, or any other indicator of a Company's operating performance required by U.S. GAAP. The Company excluded non-cash items to derive at the Adjusted Net Income / (Loss) and the Adjusted Earnings / (Loss) per common share basic and diluted because the Company believes that these adjustments provide additional information on the fleet operational results. The Company's definition of Adjusted Net Income / (Loss) and Adjusted Earnings / (Loss) per common share may not be the same as that used by other companies in the shipping or other industries. |
Paragon Shipping Inc.
|
||||||||
Unaudited Condensed Consolidated Balance Sheets
|
||||||||
As of December 31, 2014 and June 30, 2015
|
||||||||
(Expressed in thousands of United States Dollars)
|
||||||||
December 31, 2014
|
June 30, 2015
|
|||||||
Assets
|
||||||||
Cash and restricted cash (current and non-current)
|
20,920
|
8,227
|
||||||
Assets held for sale
|
-
|
62,568
|
||||||
Vessels, net
|
369,033
|
249,395
|
||||||
Advances for vessels under construction
|
49,972
|
35,299
|
||||||
Other fixed assets, net
|
923
|
795
|
||||||
Investment in affiliate
|
2,956
|
-
|
||||||
Other assets
|
12,800
|
9,026
|
||||||
Total Assets
|
456,604
|
365,310
|
||||||
Liabilities and Shareholders' Equity
|
||||||||
Liabilities associated with assets held for sale
|
-
|
58,998
|
||||||
Long-term debt, net of deferred financing costs (including current portion)
|
226,418
|
156,787
|
||||||
Other liabilities
|
7,786
|
8,321
|
||||||
Total shareholders' equity
|
222,400
|
141,204
|
||||||
Total Liabilities and Shareholders' Equity | 456,604 | 365,310 |
Paragon Shipping Inc.
|
||||||||
Unaudited Condensed Consolidated Statements of Comprehensive Loss
|
||||||||
For the three months ended June 30, 2014 and 2015
|
||||||||
(Expressed in thousands of United States Dollars - except for shares and share data)
|
||||||||
Three Months Ended
June 30, 2014 |
Three Months Ended
June 30, 2015 |
|||||||
Revenue
|
||||||||
Charter revenue
|
14,666
|
9,945
|
||||||
Commissions
|
(842
|
)
|
(599
|
)
|
||||
Net Revenue
|
13,824 | 9,346 | ||||||
Expenses / (Income)
|
|
|
||||||
Voyage expenses, net
|
4,081
|
1,489
|
||||||
Vessels operating expenses
|
5,365
|
5,918
|
||||||
Dry-docking expenses
|
716
|
68
|
||||||
Management fees - related party
|
1,350
|
1,263
|
||||||
Depreciation
|
4,485
|
4,984
|
||||||
General and administrative expenses
|
1,669
|
1,492
|
||||||
Loss related to assets held for sale
|
-
|
47,640
|
||||||
Impairment loss
|
-
|
16,754
|
||||||
Bad debt provisions
|
15
|
(11
|
)
|
|||||
Gain from sale of assets
|
(403
|
)
|
-
|
|||||
(Gain) / loss from marketable securities, net
|
(12
|
)
|
134
|
|||||
Operating Loss | (3,442 | ) | (70,385 | ) | ||||
Other Income / (Expenses)
|
|
|
|
|
||||
Interest and finance costs
|
(2,812
|
)
|
(2,265
|
)
|
||||
Loss on derivatives, net
|
(310
|
)
|
(43
|
)
|
||||
Interest income
|
5
|
1
|
||||||
Equity in net income / (loss) of affiliate
|
18
|
(1
|
)
|
|||||
Loss on investment in affiliate
|
(3,101
|
)
|
(207
|
)
|
||||
Foreign currency loss
|
(10
|
)
|
(6
|
)
|
||||
Total Other Expenses, net
|
(6,210
|
)
|
(2,521
|
) | ||||
Net Loss
|
(9,652
|
)
|
(72,906
|
)
|
||||
Other Comprehensive Income / (Loss)
|
||||||||
Unrealized gain on cash flow hedges
|
144
|
-
|
||||||
Transfer of realized loss on cash flow hedges to "Interest and finance costs"
|
22
|
-
|
||||||
Equity in other comprehensive (loss) / income of affiliate
|
(10
|
)
|
6
|
|||||
Transfer of equity in other comprehensive loss of affiliate to "Loss on investment in affiliate"
|
-
|
14
|
||||||
Unrealized gain on change in fair value of marketable securities
|
183
|
47
|
||||||
Transfer of (gain) / loss on change in fair value of marketable securities to "(Gain) / loss from marketable securities, net"
|
(12
|
)
|
134
|
|||||
Total Other Comprehensive Income
|
327
|
201
|
||||||
Comprehensive Loss
|
(9,325
|
)
|
(72,705
|
)
|
||||
Loss per Class A common share, basic and diluted
|
|
($0.39
|
)
|
|
($2.93
|
)
|
||
Weighted average number of Class A common shares, basic and diluted
|
24,281,164
|
24,460,642
|
Paragon Shipping Inc.
|
||||||||
Unaudited Condensed Consolidated Statements of Comprehensive Loss
|
||||||||
For the six months ended June 30, 2014 and 2015
|
||||||||
(Expressed in thousands of United States Dollars - except for shares and share data)
|
||||||||
Six Months Ended
June 30, 2014 |
Six Months Ended
June 30, 2015 |
|||||||
Revenue
|
||||||||
Charter revenue
|
28,903
|
20,630
|
||||||
Commissions
|
(1,650
|
)
|
(1,250
|
)
|
||||
Net Revenue
|
27,253
|
19,380
|
||||||
Expenses / (Income)
|
||||||||
Voyage expenses, net
|
7,259
|
4,692
|
||||||
Vessels operating expenses
|
10,710
|
11,628
|
||||||
Dry-docking expenses
|
2,193
|
351
|
||||||
Management fees - related party
|
3,554
|
2,549
|
||||||
Depreciation
|
8,912
|
9,911
|
||||||
General and administrative expenses
|
3,434
|
2,956
|
||||||
Loss related to assets held for sale
|
-
|
47,640
|
||||||
Impairment loss
|
15,695
|
16,754
|
||||||
Bad debt provisions
|
15
|
16
|
||||||
Gain from sale of assets
|
(403
|
)
|
-
|
|||||
(Gain) / loss from marketable securities, net
|
(12
|
)
|
134
|
|||||
Other income
|
(40
|
)
|
-
|
|||||
Operating Loss
|
(24,064
|
)
|
(77,251
|
)
|
||||
Other Income / (Expenses)
|
||||||||
Interest and finance costs
|
(5,022
|
)
|
(4,435
|
)
|
||||
Loss on derivatives, net
|
(336
|
)
|
(199
|
)
|
||||
Interest income
|
12
|
3
|
||||||
Equity in net (loss) / income of affiliate
|
(258
|
)
|
173
|
|||||
Loss on investment in affiliate
|
(5,855
|
)
|
(207
|
)
|
||||
Foreign currency (loss) / gain
|
(14
|
)
|
78
|
|||||
Total Other Expenses, net
|
(11,473
|
)
|
(4,587
|
)
|
||||
Net Loss
|
(35,537
|
)
|
(81,838
|
)
|
||||
Other Comprehensive Income / (Loss)
|
||||||||
Unrealized gain on cash flow hedges
|
131
|
-
|
||||||
Transfer of realized loss on cash flow hedges to "Interest and finance costs"
|
99
|
-
|
||||||
Equity in other comprehensive loss of affiliate
|
(5
|
)
|
-
|
|||||
Transfer of equity in other comprehensive loss of affiliate to "Loss on investment in affiliate"
|
-
|
14
|
||||||
Unrealized (loss) / gain on change in fair value of marketable securities
|
(69
|
)
|
3
|
|||||
Transfer of (gain) / loss on change in fair value of marketable securities to "(Gain) / loss from marketable securities, net"
|
(12
|
)
|
134
|
|||||
Total Other Comprehensive Income
|
144
|
151
|
||||||
Comprehensive Loss
|
(35,393
|
)
|
(81,687
|
)
|
||||
Loss per Class A common share, basic and diluted
|
|
($1.56
|
)
|
|
($3.29
|
)
|
||
Weighted average number of Class A common shares, basic and diluted
|
22,414,824
|
24,460,642
|