d1418253_6-k.htm
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 October 2013
Commission File Number: 001-35132
Box Ships Inc.
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(Translation of registrant's name into English)
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15 Karamanli Ave., GR 166 73, Voula, 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 1 to this Report on Form 6-K is the Management's Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2013 of Box Ships Inc. (the "Company"), unaudited interim condensed consolidated financial statements of the Company for the six months ended June 30, 2013 and the accompanying notes thereto.
This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (Registration No. 333-181076) declared effective by the Securities and Exchange Commission on May 10, 2012.
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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Box Ships Inc.
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Dated: October 2, 2013
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By:
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/s/ Michael Bodouroglou |
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Name: Michael Bodouroglou |
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Title: Chief Executive Officer |
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Box Ships Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of our financial condition and results of operations for the six months ended June 30, 2013. Unless otherwise specified herein, references to the "Company" or "we" shall include Box Ships Inc. and its subsidiaries. You should read the following discussion and analysis together with the financial statements and related notes included elsewhere in this report. For additional information relating to our management's discussion and analysis of financial condition and results of operations, please see our annual report on Form 20-F for the year ended December 31, 2012 filed with the U.S. Securities and Exchange Commission on March 8, 2013. This discussion includes forward-looking statements which, although based on assumptions that we consider reasonable, are subject to risks and uncertainties which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements.
Overview
We are Box Ships Inc. We were incorporated under the laws of the Republic of the Marshall Islands on May 19, 2010. We were formed by Paragon Shipping Inc. or Paragon Shipping, to own and operate containerships and pursue containership acquisition opportunities. We commenced operations upon the consummation of our Initial Public Offering (IPO), in April 2011. Our common stock trades on the New York Stock Exchange ("NYSE") under the symbol "TEU."
In July 2013, we completed a public offering of 558,333 shares of our 9.00% Series C Cumulative Redeemable Perpetual Preferred Shares (the "Series C Preferred Shares") at a public offering price of $24.00 per share. We used the net proceeds from the offering of $12.6 million, net of underwriting discounts and commissions of $0.5 million and estimated offering expenses of $0.3 million, and approximately $7.2 million of our cash reserves to redeem and retire all of our outstanding 9.75% Series B-1 Cumulative Redeemable Perpetual Preferred Shares (the "Series B-1 Preferred Shares"), plus accrued and unpaid dividends. Dividends on the Series C Preferred Shares accrue and are cumulative from the date of original issue and will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, when, as and if declared by our board of directors. Dividends will be payable at a rate equal to 9.00% per annum of the liquidation preference of $25.00 per share. A dividend of $0.39375 per Series C Preferred Share was paid on October 1, 2013. The Series C Preferred Shares commenced trading on the New York Stock Exchange under the symbol "TEUPRC" on July 30, 2013.
As of the date of this filing, our fleet consisted of nine containerships with a TEU weighted average age of 8.7 years, a total capacity of 43,925 TEU and a weighted average remaining charter duration of 14 months.
Vessels Management
We operate through a number of wholly-owned, vessel-owning subsidiaries incorporated in the Republic of Liberia, the Republic of the Marshall Islands and Hong Kong. Allseas Marine S.A., or Allseas, a company controlled by our Chairman, President and Chief Executive Officer, Mr. Michael Bodouroglou, provides the commercial and technical management services for all of the vessels in our fleet.
Chartering of Our Fleet
All of our vessels are currently employed under fixed rate time charters with an average remaining term of 14 months (weighted by aggregate contracted charter hire and assuming no exercise of any options to extend the duration of the charters), with expirations ranging from five months to 31 months. Although our chartering strategy is to employ our vessels and any vessels we may acquire in the future on short- to medium-term time charters of one to five years with staggered maturities, we may opportunistically enter into longer-term charters or short-term time charters with durations of less than one-year, or, under certain circumstances, we may operate our vessels on the spot market.
We actively monitor charter rates and vessel operating expenses in order to selectively employ vessels as market conditions warrant. In market conditions where charter rates may or may not cover the operating costs of a vessel, we may choose to lay-up the vessel with the aim of extending the useful life of the vessel and securing more favorable charter rates when vessel supply and demand are more in balance within the containership market.
Time Charters
A time charter is a contract to charter a vessel for a fixed period of time at a specified or floating daily or index-based daily rate and can last from a few days to several years. Under a time charter, the charterer pays for most of the voyage expenses, such as port, canal and fuel costs, agents' fees, extra war risks insurance and any other expenses related to the cargoes, while the shipowner pays for vessel operating expenses, including, among other costs, crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance, repairs, dry-docking and costs relating to a vessel's intermediate and special survey.
Results of Operations
We generate substantially all of our revenues from time charters on which we employ our vessels. Each of the nine vessels in our fleet is currently operating under a fixed rate time charter. Our ongoing cash expenses consist of fees and reimbursements under our management agreements, administrative services agreement, accounting services agreement and executive services agreement, vessel operating expenses and certain other administrative expenses. We do not have any income tax liabilities in the Marshall Islands, Liberia or Hong Kong, but may be subject to tax in the United States on revenues derived from voyages that either begin or end in the United States.
Our financial results are largely driven by the following factors:
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Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was owned. Calendar days are an indicator of the size of the fleet over a period and affect both the amount of revenues and the amount of expenses that are recorded during that period.
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Operating days. We define operating days as the total Calendar days the vessels were in our possession for the relevant period after subtracting off-hire days for scheduled dry-dockings, or special or intermediate surveys and unscheduled off-hire days associated with repairs and other operational matters. Any idle days relating to the days a vessel remains unemployed are included in unscheduled off-hire days.
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Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of calendar days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys.
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Time Charter contracts. A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal charges and bunkers (fuel) expenses, but the vessel owner pays the vessel operating expenses and commissions on gross voyage revenues. Time charter rates are usually fixed during the term of the charter. Prevailing time charter rates fluctuate on a seasonal and year to year basis and may be substantially higher or lower from a prior time charter contract when the subject vessel is seeking to renew that prior charter or enter into a new charter with another charterer. Fluctuations in charter rates are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes.
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Our financial results are also affected by our ability to control our fixed and variable expenses, including our ship-management fees, our operating costs, and our general, administrative and other expenses including insurance. Operating costs may vary from month to month depending on a number of factors, including the timing of purchases of lubricants, crew changes and delivery of spare parts.
Time Charter Revenues
Time charter revenues are driven primarily by the number of vessels in our fleet, the number of operating days during which our vessels generate revenues and the amount of daily charter hire that our vessels earn under charters. These, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the containership market and other factors affecting the charter rates for our vessels.
Vessels operating on time charters for a certain period of time provide predictable cash flows over that period of time.
When vessels are acquired with time charters attached and the charter rate on such charters is above or below the then current market rates, we allocate the purchase price of the vessel and the attached time charter on a relative fair value basis. The fair value is computed as the present value of the difference between the contractual amount to be received over the term of the time charter and our estimate of the then current market charter rate for an equivalent vessel at the time of acquisition. The asset or liability recorded is amortized or accreted over the remaining period of the time charter as a reduction or addition, respectively, to time charter revenues.
Voyage Expenses
Voyage expenses, primarily consisting of port, canal, bunker expenses, war risk insurance costs and other crew costs reimbursable by the charterers, are paid for by the charterer under time charter arrangements, except for commissions, which are always paid for by us, regardless of charter type and extra war risk insurance costs and other crew costs, which are paid for by us and reimbursed by the charterers. All voyage expenses are expensed as incurred, except for commissions. Commissions are deferred over the related voyage charter period to the extent revenue has been deferred since commissions are earned as our revenues are earned.
Vessel Operating Expenses
Our vessel operating expenses, which are expensed as incurred, include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance (excluding dry-docking), the costs of spares and consumable stores, regulatory fees and other miscellaneous expenses. In addition, vessel operating expenses include amortization of other intangible assets, in relation to manning agreements attached to the purchase agreements of the OOCL Hong Kong and the OOCL China, delivered to us in June and July 2012, respectively. We anticipate that our vessel operating expenses, which generally represent fixed costs, will increase as we add vessels to our fleet. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crew wages and insurance, may also cause these expenses to increase.
Dry-docking Expenses
Dry-docking and special survey costs are expensed in the period incurred.
Fees paid under our Management Agreements
We have entered into long-term management agreements for each of the vessels in our fleet, pursuant to which Allseas is responsible for all of the commercial and technical management functions of our fleet. See "Item 7. Major Shareholders and Related Party Transactions—B. Related party transactions—Management Agreements with Allseas" of our Annual Report on Form 20-F for the year ended December 31, 2012, filed with the SEC on March 8, 2013, for a detailed description of our management agreements.
Depreciation
We depreciate our vessels over their estimated useful lives determined to be approximately 30 years from the date of their initial delivery from the shipyard. Depreciation is computed using the straight-line method, after considering the estimated salvage value. Each vessel's salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Effective January 1, 2013, we revised the estimated scrap rate from $150 to $300 per lightweight ton, to be aligned with the current historical average scrap rate and to better reflect current market conditions.
General and Administrative Expenses
Our general and administrative expenses include fees payable under our administrative, accounting and executive services agreements with Allseas, directors' fees, office rent, travel, communications, directors and officers insurance, legal, auditing, investor relations and other professional expenses and reflect the costs associated with running a public company. See "Item 7. Major Shareholders and Related Party Transactions—B. Related party transactions—Administrative Services Agreement with Allseas—Executive Services Agreement with Allseas—Accounting Agreement with Allseas" of our Annual Report on Form 20-F for the year ended December 31, 2012, filed with the SEC on March 8, 2013, for a detailed description of these agreements. Furthermore, our general and administrative expenses include share-based compensation. See "Item 6. Directors, Senior Management and Employees—B. Compensation" of our Annual Report on Form 20-F for the year ended December 31, 2012, filed with the SEC on March 8, 2013, for a detailed description of the restricted shares of our common stock issued as incentive compensation under our 2011 Equity Incentive Plan, as amended in February 2013.
Interest and Finance Costs
We have incurred interest expense and financing costs in connection with vessel-specific debt of our subsidiaries relating to the acquisition of our vessels. We have incurred financing costs and we also expect to incur interest expenses under our future credit facilities in connection with debt to finance future acquisitions, as market conditions warrant.
Selected Information
The following tables present selected unaudited consolidated financial and other data of Box Ships Inc. for the six months ended June 30, 2012 and 2013, and as of December 31, 2012 and June 30, 2013, which is derived from our interim unaudited consolidated condensed financial statements and notes thereto, included elsewhere herein. All amounts are expressed in United States Dollars, except for fleet data, shown below.
INCOME STATEMENT DATA
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Six Months Ended June 30,
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2012
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2013
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Net Revenues
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$ |
30,821,853 |
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$ |
35,063,825 |
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Operating income
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$ |
10,636,444 |
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$ |
11,673,093 |
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Net income
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$ |
6,648,374 |
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$ |
7,448,858 |
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Earnings per common share, basic
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$ |
0.39 |
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$ |
0.28 |
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Earnings per common share, diluted
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$ |
0.39 |
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$ |
0.26 |
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CASH FLOW DATA
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Net Cash from operating activities
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$ |
15,740,012 |
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$ |
20,035,512 |
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Net Cash used in investing activities
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$ |
(34,304,579 |
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$ |
- |
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Net Cash from / (used in) financing activities
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$ |
19,744,170 |
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$ |
(2,957,463 |
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Net increase in cash and cash equivalents
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$ |
1,179,603 |
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$ |
17,078,049 |
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BALANCE SHEET DATA
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December 31, 2012
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June 30, 2013
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Total assets
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445,063,869 |
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452,300,295 |
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Total liabilities
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224,284,586 |
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$ |
211,787,348 |
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Total stockholders' equity
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220,779,283 |
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$ |
240,512,947 |
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Fleet Data and Average Daily Results
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Six Months Ended June 30,
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2012
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2013
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FLEET DATA
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Average number of vessels(1)
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7.03 |
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9.00 |
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Calendar days for the fleet(2)
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1,280 |
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1,629 |
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Number of vessels at end of period
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8 |
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9 |
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Operating days for the fleet(3)
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1,230 |
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1,597 |
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Fleet utilization(4)
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96.1 |
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98.0 |
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AVERAGE DAILY RESULTS
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Vessel operating expenses(5)
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$ |
5,393 |
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5,548 |
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Management fees(6)
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$ |
811 |
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835 |
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General and administrative expenses(7)
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$ |
2,030 |
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$ |
1,848 |
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(1)
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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 calendar days in the period.
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(2)
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Calendar days are the total days we possessed the vessels in our fleet for the relevant period.
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(3)
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Operating days for the fleet are the total calendar days the vessels were in our possession for the relevant period after subtracting off-hire days for scheduled dry-dockings or special or intermediate surveys and unscheduled off-hire days associated with repairs and other operational matters. Any idle days relating to the days a vessel remains unemployed are included in unscheduled off-hire days.
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(4)
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Fleet utilization is the percentage of time that our vessels were able to generate revenues and is determined by dividing operating days by fleet calendar days for the relevant period.
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(5)
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Daily vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance other than extra war risk insurance, maintenance, repairs and amortization of intangibles, are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period.
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(6)
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Daily management fees are calculated by dividing management fees charged by a related party by fleet calendar days for the relevant time period.
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(7)
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Daily general and administrative expenses are calculated by dividing general and administrative expenses by fleet calendar days for the relevant time period.
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Results of Operations – Box Ships Inc.
Six months ended June 30, 2013 compared to six months ended June 30, 2012
During the six months ended June 30, 2013, we operated an average of 9.00 vessels with a 98.0% utilization rate. Our Net Income was $7.4 million resulting in basic and diluted earnings per share of $0.28 and $0.26, respectively.
During the six months ended June 30, 2012, we operated an average of 7.03 vessels with a 96.1% utilization rate. Our Net Income was $6.6 million resulting in earnings per share of $0.39 on both a basic and diluted basis.
Net revenues
Net revenues represent charter hire earned, net of commissions. During the six months ended June 30, 2013 and 2012, our vessels operated a total of 1,597 and 1,230 days, respectively, from a total of 1,629 and 1,280 calendar days, respectively. During the six months ended June 30, 2013, we had 12 idle days related to the Box Voyager, 19 off-hire days related to the scheduled dry-docking of OOCL Hong Kong, which was completed in April 2013 and 1 off-hire day for other operational matters, for a total of 32 off-hire days. During the six months ended June 30, 2012, we had 5 idle days related to the Box Trader, 44 off-hire days related to the scheduled dry-dockings of CMA CGM Kingfish and CMA
CGM Marlin and 1 off-hire day for other operational matters, for a total of 50 off-hire days. Currently, all vessels in our fleet are employed under fixed rate time charters, having an average weighted remaining charter duration of 14 months (weighted by aggregate contracted charter hire). The Company reported net revenues for the six months ended June 30, 2013 of $35.1 million, an increase of 13.8% compared to $30.8 million in the six months ended June 30, 2012, due to the increased fleet size and vessel operating days, which was partially offset by the lower re-chartering rates for Box Trader and Box Voyager in the six months ended June 30, 2013. Our net revenues are also net of the amortization of above/below market acquired time charters, which decreased our revenues and net income for the six months ended June 30, 2013 and 2012 by $2.6 million and $1.0 million, respectively, or $0.11 and $0.06 per basic common share, respectively.
Voyage expenses
Voyage expenses mainly relate to war risk insurance costs, bunkers consumed by our vessels travelling to and from the dry-docks and other crew costs reimbursable by the charterers. Voyage expenses for the six months ended June 30, 2013 and 2012 amounted to $1.5 million and $0.9 million, respectively, mainly due to the increased fleet size and other reimbursable expenses incurred in the six months ended June 30, 2013.
Vessels operating expenses
During the six months ended June 30, 2013 and 2012, vessels operating expenses amounted to $9.0 million compared to $6.9 million during the six months ended June 30, 2012. The increase is mainly due to the increased number of vessels in our fleet. On average, our vessels operating expenses for the six months ended June 30, 2013 were $5,548 per vessel per day compared to $5,393 per vessel per day, in the six months ended June 30, 2012. Vessels operating expenses depend on a variety of factors, among which is the age and the size of the vessels.
Dry-docking expenses
During the six months ended June 30, 2013, the OOCL Hong Kong underwent its scheduled dry-docking, which resulted in 19 off-hire days and expenses amounting to $1.0 million. During the six months ended June 30, 2012, two of our vessels, the CMA CGM Kingfish and CMA CGM Marlin, underwent their scheduled dry-docking which resulted in 44 off-hire days and expenses amounting to $2.0 million.
Management fees charged by a related party
Management fees charged by Allseas for the six months ended June 30, 2013 and 2012 were $1.4 million and $1.0 million, respectively, or $835 per vessel per day and $811 per vessel per day, respectively. The increase in management fees was due primarily to the increased average number of vessels. Management fees charged by a related party represent fees for management and technical services in accordance with our management agreements. This fee is charged on a daily basis per vessel and is affected by the number of vessels in our fleet, the number of calendar days during the period, and the U.S. Dollar/Euro exchange rate at the beginning of each month.
Depreciation
Depreciation for our fleet for the six months ended June 30, 2013 was increased by $0.8 million, to $7.5 million from $6.7 million, for the six months ended June 30, 2012, mainly due to the increased number of vessels, which was partially offset by the increase in the scrap rate. Effective January 1, 2013, the Company revised its scrap rate estimate prospectively from $150 to $300 per lightweight ton. The change in accounting estimate does not have a retrospective effect in the financial statements previously reported. The effect of this change was to decrease depreciation expense and to increase net income by approximately $0.7 million, or $0.03 per basic common share for the six months ended June 30, 2013.
General and administrative expenses
General and administrative expenses for the six months ended June 30, 2013 and 2012 were $3.0 million and $2.6 million, or $1,848 and $2,030 per vessel per day, respectively. The increase in G&A expenses was due primarily to increased financial reporting fees, increased executive services fees and increased share-based compensation expense. During the six months ended June 30, 2013 and 2012, expenses related to the provision of our executive services by our Manager amounted to $1.1 million and $0.9 million, respectively, and share-based compensation amounted to $1.0 million and $0.6 million, respectively.
Interest and finance costs
Interest and finance costs amounted to $4.3 million and $4.0 million for the six months ended June 30, 2013 and 2012, respectively. This increase in interest and finance costs is due to an increase in our average borrowings outstanding.
Cash Flows
Net cash from Operating Activities
Net cash from Operating Activities for the six months ended June 30, 2013 was $20.0 million. Our vessels generated positive cash flows from revenues, net of commissions, of $37.8 million, while we paid $17.8 million for expenses, of which $3.5 million relates to the payment of interest on our bank loans and our related party loan with Paragon Shipping.
Net cash from Operating Activities for the six months ended June 30, 2012 was $15.7 million. Our vessels generated positive cash flows from revenues, net of commissions, of $31.9 million, while we paid $16.2 million for expenses, of which $3.5 million relates to the payment of interest on our bank loans and our related party loan with Paragon Shipping.
Net cash used in Investing Activities
For the six months ended June 30, 2013, there was no cash used in investing activities. Net cash used in Investing Activities for the six months ended June 30, 2012, was $34.3 million, consisted of $31.2 million relating to the acquisition of OOCL Hong Kong, including attached intangibles, and $3.1 million relating to the advance payment for the acquisition of OOCL China, which was delivered to the Company on July 5, 2012.
Net cash from / (used in) Financing Activities
Net cash used in Financing Activities for the six months ended June 30, 2013, was $3.0 million. On March 18, 2013, we completed the public offering and issuance of 4,000,000 of our common shares, resulting in net proceeds of $19.9 million, net of underwriting discounts, commissions and other offering costs of $1.1 million in the aggregate. During the six months ended June 30, 2013, we repaid $13.4 million of our debt, paid financing costs of $0.1 million and paid dividends to our preferred and common shareholders of $0.9 million and $8.5 million, in the aggregate, respectively.
Net cash from Financing Activities for the six months ended June 30, 2012, was $19.7 million, consisting of the net proceeds from the issuance of 1,333,333 units, each unit consisting of one 9.75% Series B Cumulative Redeemable Perpetual Preferred Share (the "Series B Preferred Shares") and one warrant to purchase one of our common shares, which amounted to $38.4 million in the aggregate, net of related costs of $0.1 million, along with the $8.9 million of our debt repayments and dividend payments to our common shareholders of $9.8 million.
Liquidity
As of June 30, 2013, our cash and restricted cash (current and non-current) amounted to $34.2 million in the aggregate, of which $10.0 million is considered restricted for minimum liquidity purposes under our loan agreements. As of June 30, 2013, we had total outstanding indebtedness of $202.9 million, of which $34.7 million is scheduled to be repaid in the forthcoming 12-month period. $11.7 million out of the $34.7 million has already been repaid as of the date of this filing. As of June 30, 2013, we were in compliance with all of our debt covenants, or had obtained waivers. Currently, we have no borrowing capacity under our existing loan facilities and no capital commitments. We anticipate that our current financial resources, together with cash generated from operations, will be sufficient to fund the operations of our current fleet, including our working capital requirements, for the next 12 months.
Dividends
During the six months ended June 30, 2013, we paid to Neige International, the only holder of the Company's Series B-1 Preferred Shares, dividends of $0.9 million. In addition, in July 2013, we paid dividends of $0.1 million to Neige International, in connection to the redemption of Series B-1 Preferred Shares, discussed above. On September 16, 2013, we declared a cash dividend of $0.39375 per share on our Series C Preferred Shares for the period from the original issuance of the Series C Preferred Shares on July 29, 2013 through September 30, 2013, which amounted to $219,844. The dividend was paid on October 1, 2013 to all holders of Series C Preferred Shares of record as of September 30, 2013.
During the six months ended June 30, 2013, we paid an aggregate dividend of $8.5 million, or $0.34 per share, with respect to the fourth quarter of 2012 and first quarter of 2013, and on August 6, 2013, we declared a dividend of $0.12 per common share, with respect to the second quarter of 2013, paid on September 17, 2013, to common shareholders of record as of the close of business on September 10, 2013, which amounted to $2,995,286.
Loan Facilities
For information relating to our secured and unsecured loans, please see Note 7 to our financial statements included in our annual report on Form 20-F for the year ended December 31, 2012 and Note 6 to our unaudited interim condensed consolidated financial statements included elsewhere herein.
Recent Developments
For information relating to our recent developments, please see Note 13 to our unaudited interim condensed consolidated financial statements included elsewhere herein.
Significant Accounting Policies and Critical Accounting Policies
For a description of all of our significant accounting policies, see Note 2 to our audited financial statements included in our annual report on Form 20-F for the year ended December 31, 2012 and Note 2 to our unaudited interim condensed consolidated financial statements included elsewhere herein. For a discussion on our critical accounting policies please see Item 5 included in our annual report on Form 20-F for the year ended December 31, 2012.
Fleet List:
The following table provides additional information about our fleet as of October 2, 2013.
Vessel
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Year Built
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TEU
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Charterer
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Daily Gross Charter Rate (7)
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Charter Expiration
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Notes
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Box Voyager
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2010
|
3,426
|
CNC
|
$6,850
|
March 2014
|
1
|
Box Trader
|
2010
|
3,426
|
Hapag Lloyd
|
$6,750
|
April 2014
|
2
|
CMA CGM Kingfish
|
2007
|
5,095
|
CMA CGM
|
$23,000
|
April 2014
|
3
|
CMA CGM Marlin
|
2007
|
5,095
|
CMA CGM
|
$23,000
|
May 2014
|
3
|
Maersk Diadema
|
2006
|
4,546
|
Maersk
|
$28,000
|
December 2013
|
4
|
Maule
|
2010
|
6,589
|
CSAV Valparaiso
|
$38,000
|
May 2016
|
5
|
MSC Emma
|
2004
|
5,060
|
MSC
|
$28,500
|
August 2014
|
6
|
OOCL Hong Kong
|
1995
|
5,344
|
OOCL
|
$26,800
|
June 2015
|
8
|
OOCL China
|
1996
|
5,344
|
OOCL
|
$26,800
|
July 2015
|
8
|
Total
|
|
43,925
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
1)
|
The employment is for a period of six to 14 months and commenced in January 2013.
|
|
2)
|
Commencing on October 22, 2013, the employment is for a period of five to seven months at an increased gross daily charter rate of $8,000. The charterer has the option to extend the term of the charter by an additional period of six months, plus or minus 30 days, commencing in April 2014, at a gross daily charter rate of $15,500.
|
|
3)
|
The charterer has the option to increase or decrease the term of the charter by 45 days.
|
|
4)
|
Indicates date the vessel is expected to be redelivered.
|
|
5)
|
The charterer has the option to increase or decrease the term of the charter by 30 days. The charterer also has the option to purchase the vessel upon expiration of the charter, provided that the option is exercised at least six months prior to the expiration of the term of the charter, for a purchase price of $57.0 million, less a 0.5% purchase commission payable to parties unaffiliated to us.
|
|
6)
|
The charterer has the option to increase or decrease the term of the charter by 30 days. The charterer also has the option to extend the term of the charter by an additional one-year term at the same gross daily charter rate.
|
|
7)
|
Daily gross charter rates do not reflect commissions payable by us to third party chartering brokers and our Manager, totaling 4.75% for Box Voyager, 1.25% for each of CMA CGM Kingfish, CMA CGM Marlin, OOCL Hong Kong and OOCL China, and 2.5% for each of the other vessels in our fleet, including, in each case, 1.25% to Allseas.
|
|
8)
|
The charterer has the option to increase or decrease the term of the charter by 30 days.
|
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BOX SHIPS INC.
|
Page
|
|
|
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2012 and June 30, 2013
|
F-2
|
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2012 and 2013
|
F-3
|
Unaudited Interim Condensed Consolidated Statements of Stockholders' Equity for the six months ended June 30, 2012 and 2013
|
F-4
|
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2013
|
F-5
|
Notes to Unaudited Interim Condensed Consolidated Financial Statements
|
F-6
|
BOX SHIPS INC.
|
|
|
|
|
|
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
(Expressed in United States Dollars)
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
June 30,
2013
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$ |
7,141,452 |
|
|
$ |
24,219,501 |
|
Restricted cash
|
|
|
|
5,740,000 |
|
|
|
4,990,000 |
|
Trade receivables
|
|
|
|
487,950 |
|
|
|
750,258 |
|
Prepaid expenses and other receivables
|
|
|
|
488,289 |
|
|
|
599,823 |
|
Due from related parties
|
Note 3
|
|
|
3,987,430 |
|
|
|
4,219,137 |
|
Inventories
|
|
|
|
1,733,045 |
|
|
|
2,330,105 |
|
Total current assets
|
|
|
|
19,578,166 |
|
|
|
37,108,824 |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS:
|
|
|
|
|
|
|
|
|
|
Vessels, net
|
Note 4
|
|
|
401,106,072 |
|
|
|
393,630,069 |
|
Other fixed assets, net
|
Note 4
|
|
|
222,362 |
|
|
|
192,618 |
|
Total fixed assets
|
|
|
|
401,328,434 |
|
|
|
393,822,687 |
|
|
|
|
|
|
|
|
|
|
|
OTHER NON-CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
Note 7
|
|
|
- |
|
|
|
514,014 |
|
Intangible assets
|
Note 5
|
|
|
17,878,888 |
|
|
|
14,065,205 |
|
Other assets
|
|
|
|
2,018,381 |
|
|
|
1,779,565 |
|
Restricted cash
|
|
|
|
4,260,000 |
|
|
|
5,010,000 |
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
$ |
445,063,869 |
|
|
$ |
452,300,295 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Trade accounts payable
|
|
|
$ |
2,197,629 |
|
|
$ |
3,138,752 |
|
Accrued expenses
|
|
|
|
1,913,336 |
|
|
|
2,273,129 |
|
Interest rate swaps
|
Note 7
|
|
|
397,964 |
|
|
|
391,064 |
|
Due to related parties
|
Note 3
|
|
|
35,834 |
|
|
|
186,934 |
|
Deferred income
|
|
|
|
946,614 |
|
|
|
1,286,334 |
|
Current portion of long-term debt
|
Note 6
|
|
|
22,700,000 |
|
|
|
22,700,000 |
|
Loan due to a related party
|
Note 6
|
|
|
14,000,000 |
|
|
|
12,000,000 |
|
Dividends on preferred shares payable
|
Note 8
|
|
|
468,506 |
|
|
|
468,506 |
|
Total current liabilities
|
|
|
|
42,659,883 |
|
|
|
42,444,719 |
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
Note 6
|
|
|
179,550,000 |
|
|
|
168,200,000 |
|
Interest rate swaps
|
Note 7
|
|
|
253,932 |
|
|
|
- |
|
Below-market acquired time charters
|
Note 5
|
|
|
1,820,771 |
|
|
|
1,142,629 |
|
Total long-term liabilities
|
|
|
|
181,624,703 |
|
|
|
169,342,629 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
224,284,586 |
|
|
|
211,787,348 |
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
Note 12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.01; 475,000,000 shares authorized; 20,926,715 and 24,960,715 shares issued and outstanding at December 31, 2012 and June 30, 2013, respectively
|
Note 8
|
|
|
209,267 |
|
|
|
249,607 |
|
Preferred stock, par value $0.01; 25,000,000 shares authorized; 640,692 shares issued and outstanding at December 31, 2012 and June 30, 2013
|
Note 8
|
|
|
6,407 |
|
|
|
6,407 |
|
Additional paid-in capital
|
Note 8
|
|
|
218,810,448 |
|
|
|
236,617,424 |
|
Accumulated other comprehensive (loss) / income
|
Note 9
|
|
|
(651,896 |
) |
|
|
122,950 |
|
Retained earnings
|
|
|
|
2,405,057 |
|
|
|
3,516,559 |
|
Total stockholders' equity
|
|
|
|
220,779,283 |
|
|
|
240,512,947 |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Equity
|
|
|
$ |
445,063,869 |
|
|
$ |
452,300,295 |
|
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
BOX SHIPS INC.
|
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2013
|
(Expressed in United States Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2012
|
|
2013
|
REVENUES:
|
|
|
|
|
|
Time charter revenues
|
Note 5
|
$
|
31,524,149
|
$
|
35,797,422
|
Commissions
|
|
|
(304,020)
|
|
(271,184)
|
Commissions – related party
|
Note 3
|
|
(398,276)
|
|
(462,413)
|
Net Revenues
|
|
|
30,821,853
|
|
35,063,825
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
|
Voyage expenses
|
|
|
923,554
|
|
1,466,579
|
Vessels operating expenses
|
|
|
6,699,263
|
|
8,481,290
|
Vessels operating expenses – related party
|
Note 3
|
|
203,353
|
|
555,780
|
Dry-docking expenses
|
|
|
1,923,137
|
|
969,136
|
Dry-docking expenses – related party
|
Note 3
|
|
83,039
|
|
41,094
|
Management fees charged by a related party
|
Note 3
|
|
1,038,586
|
|
1,360,512
|
Depreciation
|
Note 4
|
|
6,715,770
|
|
7,505,747
|
General and administrative expenses
|
|
|
1,676,604
|
|
1,588,440
|
General and administrative expenses – related party
|
Note 3
|
|
922,103
|
|
1,422,154
|
Operating income
|
|
|
10,636,444
|
|
11,673,093
|
|
|
|
|
|
|
OTHER INCOME / (EXPENSES):
|
|
|
|
|
|
Interest and finance costs
|
|
|
(3,656,854)
|
|
(3,887,192)
|
Interest and finance costs – related party
|
Note 3
|
|
(341,096)
|
|
(381,326)
|
Interest income
|
|
|
11,488
|
|
2,961
|
Foreign currency (loss) / gain, net
|
|
|
(1,608)
|
|
41,322
|
Total other expenses, net
|
|
|
(3,988,070)
|
|
(4,224,235)
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
6,648,374
|
$
|
7,448,858
|
|
|
|
|
|
|
Other Comprehensive (Loss) / Income
|
|
|
|
|
|
Unrealized (loss) / gain on cash flow hedges
|
Notes 7, 9
|
|
(216,807)
|
|
774,846
|
Total Other Comprehensive (Loss) / Income
|
|
|
(216,807)
|
|
774,846
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
|
6,431,567
|
|
8,223,704
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share, basic
|
Note 11
|
$
|
0.39
|
$
|
0.28
|
Earnings per common share, diluted
|
Note 11
|
$
|
0.39
|
$
|
0.26
|
|
|
|
|
|
|
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
BOX SHIPS INC.
|
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2013
|
(Expressed in United States Dollars, except for share data)
|
|
|
Common Stock |
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
shares
|
|
|
Par
Value
|
|
|
Number of
shares
|
|
|
Par
Value
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Other
Comprehensive
(Loss) / Income
|
|
|
Retained
Earnings
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, December 31, 2011 |
|
|
16,317,000 |
|
|
$ |
163,170 |
|
|
- |
|
|
$ |
- |
|
|
$ |
176,496,943 |
|
|
$ |
- |
|
|
$ |
5,700,964 |
|
|
$ |
182,361,077 |
|
Issuance of preferred stock, net of issuance costs
|
|
|
|
|
|
|
|
|
|
|
1,333,333 |
|
|
|
13,333 |
|
|
|
38,176,264 |
|
|
|
- |
|
|
|
- |
|
|
|
38,189,597 |
|
Share-based compensation
|
|
|
9,000 |
|
|
|
90 |
|
|
|
- |
|
|
|
- |
|
|
|
558,249 |
|
|
|
- |
|
|
|
- |
|
|
|
558,339 |
|
Net income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,648,374 |
|
|
|
6,648,374 |
|
Unrealized loss on cash flow hedges
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(216,807 |
) |
|
|
|
|
|
|
(216,807 |
) |
Dividends paid on common shares ($0.60 per share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(9,795,600 |
) |
|
|
(9,795,600 |
) |
Dividends on preferred shares
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(205,833 |
) |
|
|
(205,833 |
) |
BALANCE, June 30, 2012
|
|
|
16,326,000 |
|
|
$ |
163,260 |
|
|
|
1,333,333 |
|
|
$ |
13,333 |
|
|
$ |
215,231,456 |
|
|
$ |
(216,807 |
) |
|
$ |
2,347,905 |
|
|
$ |
217,539,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, December 31, 2012 |
|
|
20,926,715 |
|
|
$ |
209,267 |
|
|
|
640,692 |
|
|
$ |
6,407 |
|
|
$ |
218,810,448 |
|
|
$ |
(651,896 |
) |
|
$ |
2,405,057 |
|
|
$ |
220,779,283 |
|
Issuance of common shares, net of issuance costs
|
|
|
4,000,000 |
|
|
|
40,000 |
|
|
|
- |
|
|
|
- |
|
|
|
19,902,163 |
|
|
|
- |
|
|
|
- |
|
|
|
19,942,163 |
|
Share-based compensation
|
|
|
34,000 |
|
|
|
340 |
|
|
|
- |
|
|
|
- |
|
|
|
991,113 |
|
|
|
- |
|
|
|
|
|
|
|
991,453 |
|
Net income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,448,858 |
|
|
|
7,448,858 |
|
Unrealized gain on cash flow hedges
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
774,846 |
|
|
|
|
|
|
|
774,846 |
|
Dividends paid on common shares ($0.34 per share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,086,300 |
) |
|
|
- |
|
|
|
(5,400,343 |
) |
|
|
(8,486,643 |
) |
Dividends on preferred shares
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
(937,012 |
) |
|
|
(937,012 |
) |
BALANCE, June 30, 2013
|
|
|
24,960,715 |
|
|
$ |
249,607 |
|
|
|
640,692 |
|
|
$ |
6,407 |
|
|
$ |
236,617,424 |
|
|
$ |
122,950 |
|
|
$ |
3,516,559 |
|
|
$ |
240,512,947 |
|
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
BOX SHIPS INC.
|
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2013
|
(Expressed in United States Dollars)
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2012
|
|
|
2013
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
Net income
|
|
$ |
6,648,374 |
|
|
$ |
7,448,858 |
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
6,715,770 |
|
|
|
7,505,747 |
|
Amortization of intangibles
|
|
|
1,016,946 |
|
|
|
3,135,541 |
|
Amortization of financing costs
|
|
|
266,804 |
|
|
|
314,823 |
|
Share-based compensation
|
|
|
558,339 |
|
|
|
991,453 |
|
Changes in operating assets and liabilities
|
|
|
533,779 |
|
|
|
639,090 |
|
Net Cash from Operating Activities
|
|
|
15,740,012 |
|
|
|
20,035,512 |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Advance for vessel acquisition
|
|
|
(3,121,287 |
) |
|
|
- |
|
Acquisition of vessel, attached intangibles and related capital expenditures
|
|
|
(31,176,450 |
) |
|
|
- |
|
Other fixed assets acquired
|
|
|
(6,842 |
) |
|
|
- |
|
Net Cash used in Investing Activities
|
|
|
(34,304,579 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Repayment of long-term debt
|
|
|
(8,850,000 |
) |
|
|
(11,350,000 |
) |
Repayment of long-term loan from a related party
|
|
|
- |
|
|
|
(2,000,000 |
) |
Payment of financing costs
|
|
|
- |
|
|
|
(105,400 |
) |
Proceeds from the issuance of common shares
|
|
|
- |
|
|
|
20,055,000 |
|
Proceeds from the issuance of preferred shares
|
|
|
38,499,990 |
|
|
|
- |
|
Payment of other offering costs
|
|
|
(110,220 |
) |
|
|
(133,408 |
) |
Dividends paid on common shares
|
|
|
(9,795,600 |
) |
|
|
(8,486,643 |
) |
Dividends paid on preferred shares
|
|
|
- |
|
|
|
(937,012 |
) |
Net Cash from / (used in) Financing Activities
|
|
|
19,744,170 |
|
|
|
(2,957,463 |
) |
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
1,179,603 |
|
|
|
17,078,049 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
7,150,155 |
|
|
|
7,141,452 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
|
$ |
8,329,758 |
|
|
$ |
24,219,501 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
1.
|
Basis of Presentation and General Information
|
Box Ships Inc. ("Box Ships") is a public company incorporated in the Republic of the Marshall Islands on May 19, 2010. Box Ships is an Athens, Greece-based international shipping company engaged in the transportation of containers worldwide through the ownership and operation of containership vessels.
The accompanying unaudited consolidated financial statements include the accounts of Box Ships Inc. and its wholly-owned subsidiaries (collectively the "Company") listed below.
|
i)
|
Vessel owning subsidiaries:
|
Vessel Owning Company
|
Company Acquisition Date
|
Vessel Acquisition Date
|
Vessel's Name
|
Built
|
TEU4
|
Polyaristi Navigation Co.1
|
April 20, 2011
|
April 29, 2011
|
Box Voyager
|
2010
|
3,426
|
Efploias Shipping Co. 1
|
April 20, 2011
|
April 29, 2011
|
Box Trader
|
2010
|
3,426
|
Tacita Oceanway Carrier Co. 1
|
April 20, 2011
|
May 19, 2011
|
CMA CGM Kingfish
|
2007
|
5,095
|
Alaqua Marine Ltd. 1
|
May 2, 2011
|
May 31, 2011
|
CMA CGM Marlin
|
2007
|
5,095
|
Aral Sea Shipping S.A. 1
|
April 20, 2011
|
May 19, 2011
|
Maersk Diadema (formerly the MSC Siena)
|
2006
|
4,546
|
Amorita Development Inc.1
|
April 20, 2011
|
May 9, 2011
|
Maule
|
2010
|
6,589
|
Lawry Shipping Ltd2
|
June 7, 2011
|
August 3, 2011
|
MSC Emma
|
2004
|
5,060
|
Triton Shipping Limited3
|
June 11, 2012
|
June 25, 2012
|
OOCL Hong Kong
|
1995
|
5,344
|
Rosetta Navigation Corp. Limited3
|
June 11, 2012
|
July 5, 2012
|
OOCL China
|
1996
|
5,344
|
|
ii)
|
Non-vessel owning subsidiary:
|
1 Incorporated in Liberia.
2 Incorporated in Marshall Islands.
3 Incorporated in Hong Kong.
4 TEU: A 20-foot equivalent unit, the international standard measure for containers and containership capacity.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the management of the Company, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of financial position, operating results and cash flows have been included in the accompanying unaudited interim condensed consolidated financial statements. Interim results are not necessarily indicative of results that may be expected for the year ending December 31, 2013. These financial statements should be read in conjunction with the consolidated financial statements and footnotes for the year ended December 31, 2012 included in the Company's Annual Report on Form 20-F.
The Company outsources the technical and commercial management of its vessels to Allseas Marine S.A. ("Allseas"), a related party wholly owned by Mr. Michael Bodouroglou, the Company's Chairman, President and Chief Executive Officer.
2.
|
Significant Accounting Policies
|
The same accounting policies have been followed in these interim condensed consolidated financial statements as were applied in the preparation of the Company's financial statements for the year ended December 31, 2012. See Note 2 of the Company's consolidated financial statements for the year ended December 31, 2012 included in the Company's Annual Report on Form 20-F.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
2.
|
Significant Accounting Policies - Continued
|
Recent Accounting Pronouncements: There are no recent accounting pronouncements the adoption of which would have a material effect on the Company's unaudited interim condensed consolidated financial statements in the current period or expected to have an impact on future periods.
3.
|
Transactions with Related Parties
|
(a)
|
Paragon Shipping Inc. ("Paragon"): Box Ships Inc. was formed by Paragon on May 19, 2010, to specialize in the container shipping industry. Paragon paid on behalf of the Company the pre-offering costs relating to the listing of the Company's shares on NYSE in April 2011 and other minor operating expenses relating to the sale of Box Voyager, Box Trader and CMA CGM Kingfish to the Company. All amounts due to Paragon were fully repaid in July 2012. As of December 31, 2012 and June 30, 2013, Paragon had 16.4% and 13.8% interest in Box Ships Inc., respectively. In addition, in 2011, Paragon granted the Company an unsecured loan (Note 6). Interest charged on the loan, during the six months ended June 30, 2012 and 2013, amounted to $341,096 and $316,326, respectively. In March 2013, the Company agreed to amend the terms of the unsecured loan agreement with Paragon Shipping (Note 6). In consideration for the amendment of the loan agreement, the Company agreed to pay an amendment fee of $65,000, included in Interest and finance costs – related party.
|
(b)
|
Granitis Glyfada Real Estate Ltd. ("Granitis") - Leasing: On June 1, 2011, the Company entered into a rental agreement to lease office space in Athens, Greece, with Granitis, a company beneficially owned by the Company's Chairman, President and Chief Executive Officer. The monthly rental was €1,000 plus 3.6% tax. The term of the lease was for 1 year beginning on June 1, 2012 and expired on May 31, 2013. In June 2013, the rental agreement was extended for 1 year at a monthly rental of €1,500 (or $1,961 using an exchange rate of $1.3071:€1.00, the U.S. dollar/Euro exchange rate as of June 28, 2013, according to Bloomberg) plus 3.6% tax, resulting in a commitment of approximately $22,344 as of June 30, 2013, based on a $/€ exchange rate as of June 28, 2013 of $1.3071:€1.00. Upon expiration and in case of renewal, the rental will be adjusted annually for inflation increases. Rent expense under this lease amounted to $4,709 and $8,810 for the six months ended June 30, 2012 and 2013, respectively, and is included in General and administrative expenses – related party.
|
A. Ship-Owning Companies Management Agreements: The Company outsources the technical and commercial management of its vessels to Allseas, pursuant to management agreements with each vessel owning subsidiary. Mr. Michael Bodouroglou, the Company's Chairman, President and Chief Executive Officer, is the sole shareholder and Managing Director of Allseas. These agreements have an initial term of five years and automatically extend for successive five year terms, unless, in each case, at least three months' advance notice of termination is given by either party. In addition, the management agreements may be terminated by either party for cause, as set forth in the management agreements, on at least 30 days' advance written notice. The management agreements provide for the following:
(i) Charter Hire Commissions - The Company pays Allseas 1.25% of the gross freight, demurrage and charter hire collected from the employment of the vessels ("charter hire commission").
(ii) Vessel Commissions – A commission equal to 1% of the contract price, calculated in accordance with the relevant memorandum of agreement, of any vessel bought or sold on behalf of the Company, is payable to Allseas.
(iii) Management Fees – A fixed monthly technical management fee of €634.88 per vessel per day was payable by the Company to Allseas, adjusted on June 1, 2013 to €643.77 per vessel per day, which will be adjusted annually in accordance with the official Eurozone inflation rate.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
3.
|
Transactions with Related Parties – Continued
|
(iv) Pre-Delivery Services – A lump sum fee of $15,000 is payable to Allseas, for pre-delivery services provided, during the period from the date of the Memorandum of Agreement for the purchase of the vessel, until the date of delivery.
(v) Superintendent Fees – A fee of €500 per day is payable to Allseas for each day in excess of 5 days per calendar year for which a Superintendent performs on site inspection.
Each month, the Company makes an advance payment to Allseas to cover working capital equal to one month of estimated operating expenses. At each balance sheet date, the excess of the amount advanced to Allseas over payments made by Allseas for Company's operating expenses is included in Due from related parties.
B. Administrative Services Agreement: The Company entered into an administrative service agreement with Allseas on April 19, 2011. Under the agreement, Allseas will provide telecommunication services, secretarial and reception personnel and equipment, security facilities and cleaning for the Company's offices, and information technology services. The agreement provides that all costs and expenses incurred in connection with the provision of the above services by Allseas to be reimbursed on a quarterly basis.
C. Executive Services Agreement: The Company entered into an executive services agreement with Allseas on April 19, 2011, pursuant to which Allseas provides the services of our executive officers, who report directly to our board of directors. The agreement has an initial term of five years and automatically renews for successive five year terms unless terminated earlier. In connection with the provision of services under the agreement, Allseas is entitled to an executive services fee of $2,200,000 per annum payable in twelve monthly installments effective from January 1, 2013. The executive services fee shall be reviewed annually or occasionally by the Company's Board of Directors. In addition, Allseas is entitled to incentive compensation, at the discretion of the Company's Board of Directors.
D. Accounting Agreement: On September 12, 2012, the Company entered into an accounting agreement with Allseas, effective from September 1, 2012, pursuant to which Allseas provides financial, accounting and financial reporting services. The agreement has an initial term of one year and automatically renews for successive one-year term unless terminated earlier. In connection with the provision of financial and accounting services under the agreement, Allseas is entitled to a financial and accounting services fee of €250,000 per annum, paid quarterly in arrears. In connection with the provision of the financial reporting services under the agreement, Allseas is entitled to a financial reporting fee of $30,000 per vessel per annum, paid quarterly in arrears. The financial and accounting services fee and the financial reporting fee shall be revised by the Company's Board of Directors.
E. Compensation Agreement: On September 12, 2012, the Company entered into a compensation agreement with Allseas, whereby in the event that Allseas is involuntarily terminated as the manager of its fleet (including the termination by Allseas of the management agreements for cause), it shall compensate Allseas with an amount equal to the sum of (i) three years of the most recent management fees and commissions, based on the fleet at the time of termination, and (ii) €3,000,000 (or $3,921,300 using an exchange rate of $1.3071:€1.00, the U.S. dollar/Euro exchange rate as of June 28, 2013, according to Bloomberg), provided that Allseas will not receive this termination fee in the event that the Company terminates its management agreements with Allseas for cause.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
3.
|
Transactions with Related Parties – Continued
|
The following amounts charged by Allseas are included in the interim consolidated statements of comprehensive income:
|
|
Six Months Ended June 30,
|
|
|
|
2012
|
|
|
2013
|
|
A(i) - Charter hire commissions
|
|
$ |
398,276 |
|
|
$ |
462,413 |
|
A(iii) - Management fees
|
|
$ |
1,038,586 |
|
|
$ |
1,360,512 |
|
A(v) – Superintendent fees (included in Vessels operating expenses – related party)
|
|
$ |
110,461 |
|
|
$ |
461,332 |
|
A(v) – Superintendent fees (included in Dry-docking expenses – related party)
|
|
$ |
83,039 |
|
|
$ |
41,094 |
|
B - Administrative fees (included in General and administrative expenses – related party)
|
|
$ |
17,394 |
|
|
$ |
17,447 |
|
C – Executive services fees (included in General and administrative expenses – related party)
|
|
$ |
900,000 |
|
|
$ |
1,100,000 |
|
D – Financial, accounting and financial reporting services fee (included in General and administrative expenses – related party)
|
|
$ |
- |
|
|
$ |
295,897 |
|
In addition to the above, during the six months ended June 30, 2012 and 2013, vessel commissions, pre-delivery services and superintendent fees incurred which were capitalized and included in the cost of the vessels amounted to $333,476 and $0, respectively.
As of December 31, 2012 and June 30, 2013, the amounts due from Allseas were $3,952,972 and $4,184,679, respectively.
(d)
|
Manning Agency Agreements: Each ship-owning company, with the exception of Triton Shipping Limited and Rosetta Navigation Corp. Limited, has a manning agency agreement with Crewcare Inc., a company beneficially owned by the Company's Chairman, President and Chief Executive Officer, based in Manila, Philippines. Manning services are being provided in exchange for a fixed monthly fee of $95 per seaman for all officers and crew who serve on board each vessel, and an one-time recruitment fee of $120 per seaman. In addition, the agreement also provides for a fee of $30 per seaman for in-house training, and a fee of $50 per seaman for extra in-house training. The expenses incurred for the six months ended June 30, 2012 and 2013 amounted to $92,892 and $94,448, respectively, and are included in Vessels operating expenses – related party. As of December 31, 2012 and June 30, 2013, the balances due to Crewcare Inc. amounted to $35,834 and $186,934, respectively, and are included in Due to related parties in the accompanying unaudited interim condensed consolidated balance sheets.
|
(e)
|
Proplous Navigation S.A. ("Proplous"): On April 19, 2011, the Company entered into a Memorandum of Agreement with Proplous, a company owned by the Company's Chairman, President and Chief Executive Officer for the acquisition of CMA CGM Marlin. Certain costs of $34,458 were paid by the Company and are due from Proplous as of December 31, 2012 and June 30, 2013 and are included in Due from related parties in the accompanying unaudited interim condensed consolidated balance sheets.
|
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
4.
|
Vessels, Net and Other Fixed Assets, Net
|
The decrease of $7,476,003 for the six months ended June 30, 2013 in the carrying value of vessels to $393,630,069 is attributable to the depreciation charge for the period.
All the Company's vessels are first-priority mortgaged as collateral to secure the bank loans discussed in Note 6. No impairment loss was recorded during the six months ended June 30, 2013.
The decrease of $29,744 for the six months ended June 30, 2013 in the carrying value of other fixed assets to $192,618 is attributable to the depreciation charge for the period.
5.
|
Above / Below Market Acquired Time Charters / Other Intangible Assets
|
The Company acquired five vessels with attached time charter contracts having rates, which were above the market rates, while another two vessels were acquired with attached time charter contracts having rates, which were below the market rates. The above and below market acquired time charters recorded on acquisition amounted to $22,149,258 and $4,020,335, respectively and are amortized / accreted over the remaining period of the related time charters as a reduction or addition, respectively, to time charter revenues. Such amortization and accretion to time charter revenues for the above and below market acquired time charters amounted to $1,698,834 and $681,888, for the six months ended June 30, 2012 and $3,289,855 and $678,142, for the six months ended June 30, 2013, respectively.
The carrying value of the intangible assets and liabilities as of June 30, 2013 is expected to be amortized / accreted as follows:
For the period:
|
|
Above Market Acquired Time Charters
|
|
|
Below Market Acquired Time Charters
|
|
July 1, 2013 – June 30, 2014
|
|
$ |
6,229,900 |
|
|
$ |
1,142,629 |
|
July 1, 2014 – June 30, 2015
|
|
|
4,625,128 |
|
|
|
- |
|
July 1, 2015 – June 30, 2016
|
|
|
1,100,741 |
|
|
|
- |
|
Total
|
|
$ |
11,955,769 |
|
|
$ |
1,142,629 |
|
In addition, in relation to the acquisition of OOCL Hong Kong and OOCL China, the Company recorded other intangible assets of $3,169,014, relating to the attached manning agreements at below market rates. Such amortization for the six months ended June 30, 2012 and 2013, amounted to $0 and $523,828, respectively. Other intangible assets are amortized over the three-year time charter period as an addition, to crew costs, which are included in Vessels Operating Expenses.
The carrying value of other intangible assets as of June 30, 2013 is expected to be amortized as follows:
For the period:
|
|
Other Intangible Assets
|
|
July 1, 2013 – June 30, 2014
|
|
$ |
1,056,338 |
|
July 1, 2014 – June 30, 2015
|
|
|
1,047,448 |
|
July 1, 2015 – June 30, 2016
|
|
|
5,650 |
|
Total
|
|
$ |
2,109,436 |
|
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
The table below presents the loans outstanding as of December 31, 2012 and June 30, 2013:
|
|
December 31, 2012
|
|
|
June 30, 2013
|
|
Secured bank debt
|
|
$ |
202,250,000 |
|
|
$ |
190,900,000 |
|
Unsecured bank debt
|
|
|
14,000,000 |
|
|
|
12,000,000 |
|
Total
|
|
$ |
216,250,000 |
|
|
$ |
202,900,000 |
|
Presented as follows:
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$ |
22,700,000 |
|
|
$ |
22,700,000 |
|
Current portion of loan due to a related party
|
|
|
14,000,000 |
|
|
|
12,000,000 |
|
Long-term debt
|
|
|
179,550,000 |
|
|
|
168,200,000 |
|
Total
|
|
$ |
216,250,000 |
|
|
$ |
202,900,000 |
|
The minimum annual principal payments required to be made after June 30, 2013 are as follows:
For the period:
|
|
|
|
July 1, 2013 – June 30, 2014
|
|
$ |
34,700,000 |
|
July 1, 2014 – June 30, 2015
|
|
|
22,700,000 |
|
July 1, 2015 – June 30, 2016
|
|
|
28,950,000 |
|
July 1, 2016 – June 30, 2017
|
|
|
104,700,000 |
|
July 1, 2017 – June 30, 2018
|
|
|
3,200,000 |
|
Thereafter
|
|
|
8,650,000 |
|
Total
|
|
$ |
202,900,000 |
|
Details of the loans as of December 31, 2012 are discussed in Note 7 of our consolidated financial statements for the year ended December 31, 2012 included in the Company's annual report on Form 20-F.
On March 11, 2013, the Company agreed to amend the terms of the unsecured loan agreement with Paragon Shipping dated May 27, 2011, with a then outstanding principal balance of $13,000,000. Pursuant to the terms of the amended loan agreement, the maturity of the loan was extended from April 19, 2013 to April 19, 2014 and the outstanding loan is repayable in quarterly principal installment payments of $1,000,000 each, commencing on April 19, 2013, with a final balloon payment on the maturity date. In consideration for the amendment of the loan agreement, the Company agreed to pay an amendment fee of $65,000, included in Interest and finance costs – related party, and to increase the margin by 100 basis points.
Debt Securities and Covenants: During the second and third quarter of 2013, the Company entered into supplemental agreements with its lenders and agreed to certain amendments in the financial covenants, as described below:
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
6.
|
Long-term Debt - Continued
|
(a)
|
$100,000,000 senior secured loan agreement with ABN AMRO Bank
|
For the waiver period commencing on June 28, 2013 and ending on April 1, 2014, the Company agreed to the following amendments in the asset cover ratio and certain financial covenants, calculated on a consolidated basis:
|
(i)
|
The minimum asset cover ratio shall be 120% during the waiver period and 140% thereafter.
|
|
(ii)
|
The Market Value Adjusted Net Worth is permanently reduced to a minimum of $100,000,000.
|
|
(iii)
|
The ratio of Total Debt to Market Value Adjusted Total Assets shall be less than 0.85:1 during the waiver period and 0.65:1 thereafter.
|
As of June 30, 2013, the asset cover ratio, the Market Value Adjusted Net Worth and the ratio of Total Debt to Market Value Adjusted Total Assets were calculated at 137%, approximately $159,670,000 and 0.56:1, respectively, as defined in the loan agreement.
(b)
|
$30,000,000 secured loan agreement with Unicredit Bank
|
For the waiver period commencing on June 27, 2013 and ending on January 1, 2014, the Company agreed to the following amendments in the asset cover ratio and one of the financial covenants, calculated on a consolidated basis:
|
(i)
|
The minimum asset cover ratio shall be 110% during the waiver period and 120% thereafter.
|
|
(ii)
|
The ratio of Total Liabilities to Market Value Adjusted Total Assets shall be less than 0.85:1 during the waiver period and 0.65:1 thereafter.
|
As of June 30, 2013, the asset cover ratio and the ratio of Total Liabilities to Market Value Adjusted Total Assets were calculated at 135% and 0.62:1, respectively, as defined in the loan agreement.
(c)
|
Two $22,000,000 secured loan agreements with Credit Suisse
|
For the waiver period commencing on March 31, 2013 and ending on April 1, 2014, the Company agreed to the following amendments in certain financial covenants, calculated on a consolidated basis:
|
(i)
|
The Market Value Adjusted Net Worth shall not be less than $100,000,000 during the waiver period and $150,000,000 thereafter.
|
|
(ii)
|
The ratio of Total Liabilities to Market Value Adjusted Total Assets shall be less than 0.85:1 during the waiver period and 0.65:1 thereafter.
|
As of June 30, 2013, the Market Value Adjusted Net Worth and the ratio of Total Liabilities to Market Value Adjusted Total Assets were calculated at approximately $151,800,000 and 0.58:1, respectively, as defined in the loan agreement.
(d)
|
$30,250,000 secured loan agreements with Commerzbank
|
For the waiver period, as defined below, the Company agreed to the following amendments in the asset cover ratio and certain financial covenants, calculated on a consolidated basis:
|
(i)
|
The minimum asset cover ratio shall be 118%, during the waiver period commencing on June 28, 2013 and ending on the earlier of (i) April 3, 2014 or (ii) the date that the employment of the MSC Emma is terminated or reduced to a level that is insufficient to fund payments due under the loan agreement, and 133% thereafter.
|
|
(ii)
|
The Net Worth shall not be less than $50,000,000, during the waiver period commencing on June 28, 2013 and ending on the earlier of (i) July 3, 2014 or (ii) the date that the employment of the MSC Emma is terminated or reduced to a level that is insufficient to fund payments due under the loan agreement, and $150,000,000 thereafter.
|
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
6.
|
Long-term Debt - Continued
|
|
(iii)
|
The ratio of Total Liabilities to Market Value Adjusted Total Assets shall be less than 0.85:1, during the waiver period commencing on June 28, 2013 and ending on the earlier of (i) July 3, 2014 or (ii) the date that the employment of the MSC Emma is terminated or reduced to a level that is insufficient to fund payments due under the loan agreement, and 0.65:1 thereafter.
|
As of June 30, 2013, the asset cover ratio, the Net Worth and the ratio of Total Liabilities to Market Value Adjusted Total Assets were calculated at 134%, approximately $151,900,000 and 0.58:1, respectively, as defined in the loan agreement.
(e)
|
$25,000,000 loan agreement with ABN AMRO Bank
|
For the waiver period commencing on June 28, 2013 and ending on April 1, 2014, the Company agreed to the following amendments in the asset cover ratio and certain financial covenants, calculated on a consolidated basis:
|
(i)
|
The minimum asset cover ratio shall be 110% during the waiver period and 140% thereafter.
|
|
(ii)
|
The Market Value Adjusted Net Worth is permanently reduced to a minimum of $100,000,000.
|
|
(iii)
|
The ratio of Total Debt to Market Value Adjusted Total Assets shall be less than 0.85:1 during the waiver period and 0.65:1 thereafter.
|
As of June 30, 2013, the asset cover ratio, the Market Value Adjusted Net Worth and the ratio of Total Debt to Market Value Adjusted Total Assets were calculated at 198%, approximately $159,670,000 and 0.56:1, respectively, as defined in the loan agreement.
The Company, during the waiver period commencing on June 28, 2013 and ending on April 1, 2014, may declare and pay quarterly dividends at a maximum amount of $0.15 per common share outstanding. In consideration for the amendments of the loan agreements, the Company agreed to pay waiver fees and to increase the margin with one of its lenders during the waiver period by 35 basis points.
As of June 30, 2013, the Company was in compliance with all of its debt covenants, or had obtained waivers.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
The principal financial assets of the Company consist of cash and cash equivalents, restricted cash, amounts due from related parties and trade accounts receivable. The principal financial liabilities of the Company consist of long-term bank loans, a loan due to a related party, accounts payable and accrued liabilities.
(a) Interest rate risk: The Company's long-term bank loans and loan due to a related party are based on LIBOR and hence the Company is exposed to movements in LIBOR. The Company entered into interest rate swap agreements, in order to hedge its variable interest rate exposure.
(b) Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of trade accounts receivable, amounts due from related parties and cash and cash equivalents. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers' financial condition and generally does not require collateral for its trade accounts receivable. The amounts due from related parties mainly relate to advance payments to Allseas to cover working capital equal to one month of estimated operating expenses. The Company places its cash and cash equivalents, with high credit quality financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions.
(c) Fair value: The carrying values of trade accounts receivable, amounts due from related parties, cash and cash equivalents, restricted cash, accounts payable and accrued liabilities are reasonable estimates of their fair value due to the short-term nature of these financial instruments. The fair value of long-term bank loans and loan due to a related party approximate the recorded value, due to their variable interest rate, being the LIBOR. LIBOR rates are observable at commonly quoted intervals for the full terms of the loans and hence long-term bank loans and loan due to a related party are considered Level 2 items in accordance with the fair value hierarchy. The interest rate swaps are stated at fair value.
Interest rate swap agreements
As of June 30, 2013 and December 31, 2012, the Company had nine interest rate swap agreements outstanding, with an outstanding notional amount of $73,664,400 and $78,876,800, respectively. Details of the interest rate swap agreements are discussed in Note 8 of the Company's consolidated financial statements for the year ended December 31, 2012 included in the Company's annual report on Form 20-F. The Company's interest rate swaps qualified for hedge accounting. The Company adjusts its interest rate swap contracts to fair market value at the end of every period and records the resulting unrealized losses during the period in Other Comprehensive (Loss) / Income in the Statement of Stockholders' Equity. Information on the location and amounts of derivative fair values in the consolidated balance sheets and derivative gains / (losses) in the consolidated statement of stockholders' equity are shown below:
Derivative Instruments designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
June 30,
2013
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|
|
Fair Value
|
|
Interest rate swaps
|
Current liabilities – Interest rate swaps
|
|
$ |
397,964 |
|
|
$ |
391,064 |
|
Interest rate swaps
|
Long-term liabilities – Interest rate swaps
|
|
|
253,932 |
|
|
|
- |
|
Interest rate swaps
|
Non-current assets – Interest rate swaps
|
|
|
- |
|
|
|
(514,014 |
) |
Total derivatives
|
|
|
$ |
651,896 |
|
|
$ |
(122,950 |
) |
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
7.
|
Financial Instruments – Continued
|
The following table presents the impact of derivative instruments and their location within Net Income:
Derivative Instruments designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Location of Gain/(Loss) Recognized
|
|
2012
|
|
2013
|
Interest rate swaps
|
Interest and finance costs
|
|
(12,510)
|
|
(211,203)
|
The fair value of the interest rate swaps is determined using a discounted cash flow approach based on market-based LIBOR swap yield rates. LIBOR swap rates are observable at commonly quoted intervals for the full terms of the swaps and therefore are considered Level 2 items in accordance with the fair value hierarchy. The fair value of the interest rate swap agreements approximates the amount that the Company would have to pay for the early termination of the agreements.
As of December 31, 2012 and June 30, 2013, no fair value measurements for assets or liabilities under Level 1 or Level 3 were recognized in the Company's consolidated balance sheets. The Company did not have any other assets or liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2012 and 2013.
On March 18, 2013, the Company completed a public offering of 4,000,000 common shares at a public offering price of $5.25 per share, resulting in net proceeds of $20,055,000, net of underwriters' discounts and commissions. Other offering costs amounted to $112,837.
During the six months ended June 30, 2013, 34,000 common shares were issued under the Company's equity incentive plan (Note 10). As of June 30, 2013, the Company had a total of 24,960,715 common shares outstanding, of which 530,335 shares are not vested and were issued under the Company's Equity Incentive Plan.
During the six months ended June 30, 2013, the Company paid dividends totaling $0.34 per share, amounting to $8,486,643.
As of June 30, 2013, the Company had a total of 640,692 Series B-1 Preferred Shares outstanding.
During the six months ended June 30, 2013, the Company declared dividends of $937,012, in relation to the first and second quarter of 2013 and paid to Neige International, the only holder of the Company's Series B-1 Preferred Shares, dividends of $937,012 in relation to the fourth quarter of 2012 and first quarter of 2013. On July 1, 2013, the Company paid to Neige International the dividend of $468,506 in relation to the second quarter of 2013.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
9.
|
Accumulated Other Comprehensive (Loss) / Income
|
The components of AOCI included in the accompanying interim condensed consolidated balance sheets consist of unrealized gain / (loss) on cash flow hedges and are analyzed as follows:
Changes in AOCI by Component
For the six months ended June 30, 2013
|
|
Unrealized Gain / (Loss) on cash flow hedges
|
|
AOCI — Balance, January 1, 2013
|
|
$ |
(651,896 |
) |
|
|
|
|
|
OCI before reclassifications
|
|
|
986,049 |
|
Amounts reclassified from AOCI
|
|
|
(211,203 |
) |
Net current-period OCI
|
|
|
774,846 |
|
|
|
|
|
|
AOCI — Balance, June 30, 2013
|
|
$ |
122,950 |
|
Reclassifications out of AOCI
For the six months ended June 30, 2013
Details about AOCI Components
|
|
Amount Reclassified from AOCI
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
Gains and losses on cash flow hedges
|
|
|
|
|
Interest rate contracts
|
|
$ |
211,203 |
|
Interest and finance costs
|
|
|
|
|
|
|
Total reclassifications for the period
|
|
$ |
211,203 |
|
|
10.
|
Share Based Compensation
|
A summary of the activity for non-vested share awards is as follows:
|
|
Number of Shares
|
|
|
Weighted Average Fair Value
|
|
Non-vested, December 31, 2012
|
|
|
532,333 |
|
|
$ |
8.430 |
|
Granted
|
|
|
34,000 |
|
|
$ |
6.110 |
|
Vested
|
|
|
(35,998 |
) |
|
$ |
11.027 |
|
Non-vested, June 30, 2013
|
|
|
530,335 |
|
|
$ |
8.143 |
|
On February 4, 2013, the Company granted 34,000 non-vested share awards, with a grant date fair value of $6.11 per share. Such non-vested shares will vest ratably in annual installments over a two-year period commencing on December 31, 2013.
The remaining unrecognized compensation cost amounting to $2,759,088 as of June 30, 2013, is expected to be recognized over the remaining period of 1.4 years, according to the contractual terms of those non-vested share awards.
Share based compensation amounted to $558,339 and $991,453 for the six months ended June 30, 2012 and 2013, respectively, and is included in general and administrative expenses.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
11.
|
Earnings Per Share (EPS)
|
Basic EPS – Common Shares:
|
|
Six Months Ended June 30,
|
|
Numerator
|
|
2012
|
|
|
2013
|
|
Net income available to common shares
|
|
$ |
6,648,374 |
|
|
$ |
7,448,858 |
|
Less: Series B-1 Preferred Shares dividends
|
|
|
(205,833 |
) |
|
|
(937,012 |
) |
Less: Income attributable to non-vested share awards
|
|
|
(122,860 |
) |
|
|
(152,600 |
) |
Net income available to common shareholders
|
|
$ |
6,319,681 |
|
|
$ |
6,359,246 |
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic
|
|
|
16,014,439 |
|
|
|
22,729,343 |
|
Net income per common share, basic
|
|
$ |
0.39 |
|
|
$ |
0.28 |
|
Diluted EPS – Common Shares:
|
|
Six Months Ended June 30,
|
|
Numerator
|
|
2012
|
|
|
2013
|
|
Net income available to common shares
|
|
$ |
6,648,374 |
|
|
$ |
7,448,858 |
|
Less: Series B-1 Preferred Shares dividends
|
|
|
(205,833 |
) |
|
|
(937,012 |
) |
Plus: Series B-1 Preferred Shares dividends, if converted to common shares
|
|
|
- |
|
|
|
937,012 |
|
Less: Income attributable to non-vested share awards
|
|
|
(122,860 |
) |
|
|
(152,600 |
) |
Net income available to common shareholders
|
|
$ |
6,319,681 |
|
|
$ |
7,296,258 |
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic
|
|
|
16,014,439 |
|
|
|
22,729,343 |
|
Effect of Series B-1 Preferred Shares, if converted to common shares
|
|
|
- |
|
|
|
5,746,557 |
|
Weighted average number of common shares outstanding, diluted
|
|
|
16,014,439 |
|
|
|
28,475,900 |
|
|
|
|
|
|
|
|
|
|
Net income per common share, diluted
|
|
$ |
0.39 |
|
|
$ |
0.26 |
|
Weighted Average Number of Shares – Basic - In calculating basic EPS, the Company includes the effect of vested share awards from their vesting date.
Weighted Average Number of Common Shares – Diluted - In calculating diluted EPS the Company includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised. In calculating diluted EPS for the common shares, the unvested share awards outstanding under the Company's Stock Incentive Plan, common shares issuable upon exercise of the Company's outstanding warrants and common shares issuable upon conversion of the Series B-1 Preferred Shares, are included in the shares outstanding unless their effect is anti-dilutive.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
11.
|
Earnings Per Share (EPS) – Continued
|
The Company excluded the dilutive effect of 530,335 (June 30, 2012: 290,001) non-vested share awards and 1,333,333 (June 30, 2012: 1,333,333) warrants in calculating dilutive EPS for its common shares as of June 30, 2013, as they were anti-dilutive.
12.
|
Commitments and Contingencies
|
From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. Such claims, even if lacking in merit, could result in the expenditure of significant financial and managerial resources. As of June 30, 2013, the Company is not aware of any claim or contingent liability, which is reasonably possible and should be disclosed, or probable and for which a provision should be established in the accompanying financial statements.
On May 17, 2013, Paragon Shipping through its wholly owned subsidiaries entered into an agreement for a $69,000,000 credit facility with China Development Bank, subject to certain contingencies and conditions, to partially finance its two 4,800 TEU containerships under construction, that are expected to be delivered in the third quarter of 2014. Paragon Shipping has granted an option to the Company to acquire the vessels at any time prior to their delivery to Paragon Shipping or purchase such vessels at any time after their delivery to Paragon Shipping, so long as the vessels are owned by Paragon Shipping at such time. The credit facility can be freely transferred to the Company, if the Company decides to declare its option to acquire these vessels. The credit facility which is available for drawdown upon the delivery of the vessels is subject to certain contingencies and conditions, among which is the Company's shareholders' approval to act as a joint and several guarantor along with Paragon Shipping under the agreement.
a.
|
On July 29, 2013, the Company completed the public offering of 558,333 shares of its 9.00% Series C Preferred Shares at a public offering price of $24.00 per share, which resulted in net proceeds of $12,595,992, net of underwriting discounts and commissions of $504,000 and estimated offering expenses of $300,000. Neige International purchased $4,999,992 of the Series C Preferred Shares, or 208,333 shares, sold in the offering at the public offering price. The net proceeds from the offering and $7,197,313 of the Company's cash reserves were used to redeem and retire all of the outstanding Series B-1 Preferred Shares plus accrued and unpaid dividends. Following the completion of this offering, 2,500,000 Series C Preferred Shares are authorized and 558,333 shares are issued and outstanding. The Series C Preferred Shares commenced trading on the New York Stock Exchange under the symbol "TEUPRC" on July 30, 2013.
|
Dividends: Holders of the Series C Preferred Shares are entitled to receive cumulative dividends from the date of issuance. Dividends on Series C Preferred Shares shall accrue and be cumulative, on a 30/360 day count basis, at a rate of 9.00% per annum per $25.00 liquidation preference per Series C Preferred Share, subject to adjustment under certain circumstances as described in the Statement of Designation of the Rights, Preferences and Privileges of the Series C Preferred Shares, and are payable quarterly on January 1, April 1, July 1 and October 1 of each year, commencing October 1, 2013, when, as and if declared by the Company's board of directors.
Redemption: The Series C Preferred Shares are not subject to mandatory redemption. At any time on or after July 29, 2016 and prior to July 29, 2018, the Company, at its option, may redeem, in whole or in part, the Series C Preferred Shares at a redemption price equal to 101% of the liquidation preference of $25.00 per share and at any time thereafter at a redemption price equal to the liquidation preference of $25.00 per share, in each case plus an amount equal to all accumulated and unpaid dividends.
Conversion rights: The Series C Preferred Shares are not convertible into common shares, except under certain conditions upon a change of control of the Company.
BOX SHIPS INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars, except for share data)
13.
|
Subsequent Events – Continued
|
b.
|
On August 5, 2013, the Company prepaid $5,000,000 to Paragon Shipping under its unsecured loan agreement.
|
c.
|
On August 6, 2013, the Company declared a quarterly dividend of $0.12 per common share, with respect to the second quarter of 2013, paid on September 17, 2013, to shareholders of record as of the close of business on September 10, 2013.
|
d.
|
On September 16, 2013, the Company declared a cash dividend of $0.39375 per share on its Series C Preferred Shares for the period from the original issuance of the Series C Preferred Shares on July 29, 2013 through September 30, 2013. The dividend was paid on October 1, 2013 to all holders of Series C Preferred Shares of record as of September 30, 2013.
|