REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 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): [ ].
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): [ ].
Attached as Exhibit 99.1 to this Report on Form 6-K is management's discussion and analysis of financial condition and results of operations and interim unaudited consolidated financial statements for the six months ended June 30, 2021 of Performance Shipping Inc. (the "Company”).
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-197740), filed with the U.S. Securities and Exchange Commission (the "SEC") with an effective date of August 13, 2014, and the Company's registration statement on Form F-3 (File No. 333-237637), filed with the SEC with an effective date of April 23, 2020.
PERFORMANCE SHIPPING INC.
Performance Shipping Inc.
Unless otherwise specified herein, references to the “Company” or “we”, “us” and “our” shall include Performance Shipping Inc. and its subsidiaries. The following management’s discussion and analysis should be read in conjunction with our interim unaudited consolidated financial statements and their notes attached hereto. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements. 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, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2021.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2021
Our Operations
We have historically chartered our vessels to customers primarily pursuant to short-term and long-term time charters and on spot voyages, and recently also through pool arrangements. Under our time charters, the charterer typically pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. Under spot charter arrangements, voyage expenses that are unique to a particular charter are paid for by us. Under our pool arrangements, the pool manager charters our vessels, prices the charters, and is required to pay all voyage costs, including port charges, fuel and canal tolls and to collect receivables. We receive a portion of the total revenues generated by the pool, net of expenses incurred by the pool, and the amount allocated to our participating vessel, is determined in accordance with an agreed-upon formula determined by the margins allocated to our participating vessel based on her age, design and other performance characteristics. In all three types of charters, we remain responsible for paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes, environmental costs, and other miscellaneous expenses. We also pay commissions to unaffiliated shipbrokers, and to related party brokers when they are involved, for the arrangement of the relevant charter, and have paid management fees and commissions to third-party managers only for a limited period of time during 2020.
Factors affecting our results of operations
We believe that the important measures for analyzing trends in our results of operations consist of the following:
| • | Ownership days. We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period. |
| • | Available days. We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys, including the aggregate amount of time that we spend positioning our vessels for such events. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues. |
| • | Operating days, including ballast leg. We define operating days, including ballast leg, as the number of available days in a period less the aggregate number of days that our vessels are off-hire. The specific calculation counts as on-hire the days of the ballast leg of the spot voyages, as long as a charter party is in place. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues. |
• Fleet utilization. We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the 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 other than scheduled repairs or repairs under guarantee, vessel upgrades and special surveys, including vessel positioning for such events.
| • | Time Charter Equivalent (TCE) rates. We define TCE rates as our voyage and time charter revenues, less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel) expenses, canal charges and commissions. TCE is a non-GAAP measure. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels despite changes in the mix of charter types (i.e., voyage (spot) charters, time charters, and bareboat charters). |
| • | Daily Operating Expenses. We define daily operating expenses as total vessel operating expenses, which include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the costs of spares and consumable stores, lubricant costs, tonnage taxes, regulatory fees, environmental costs, lay-up expenses and other miscellaneous expenses divided by total ownership days for the relevant period. |
The following tables reflect our ownership days, available days, operating days, fleet utilization, TCE rate, and daily operating expenses for our total fleet (tanker vessels only for 2021, and tanker and container vessels for 2020), as well as a calculation for our TCE rates, for the periods indicated.
| | For the six months ended June 30, | |
| | 2021 | | | 2020 | |
Ownership days | | | 905 | | | | 885 | |
Available days | | | 865 | | | | 885 | |
Operating days, including ballast leg | | | 705 | | | | 801 | |
Fleet utilization | | | 81.5 | % | | | 90.5 | % |
Time charter equivalent (TCE) rate | | $ | 8,667 | | | $ | 23,806 | |
Daily operating expenses | | $ | 6,386 | | | $ | 7,141 | |
| | | | | | | | |
| | For the six months ended June 30, | |
| | 2021 | | | 2020 | |
| | (in thousands of U.S. dollars, except for available days and TCE rate) | |
Voyage and time charter revenues | | $ | 17,513 | | | $ | 29,535 | |
Less: voyage expenses | | | (10,016 | ) | | | (8,467 | ) |
| | | | | | | | |
Time charter equivalent revenues | | $ | 7,497 | | | $ | 21,068 | |
| | | | | | | | |
Available days | | | 865 | | | | 885 | |
Time charter equivalent (TCE) rate | | $ | 8,667 | | | $ | 23,806 | |
Voyage and Time Charter Revenues
Our revenues are driven primarily by the number of vessels in our fleet, the number of days that our vessels operate, and the amount of daily charter hire that our vessels earn under charters which, in turn, are affected by a number of factors, including:
| • | the duration of our charters; |
| • | 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 drydock undergoing repairs; |
| • | maintenance and upgrade work; |
| • | the age, condition, and specifications of our vessels; |
| • | levels of supply and demand in the shipping industry; and |
| • | other factors affecting spot market charter rates for vessels. |
Vessels operating on time charters for a certain period of time provide more predictable cash flows over that period of time, but can yield lower profit margins than vessels operating in the spot charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market, or through pool arrangements, generate revenues that are less predictable but may enable their owners to capture increased profit margins during periods of improvements in charter rates, although their owners would be exposed to the risk of declining charter rates, which may have a materially adverse impact on financial performance. As we employ vessels on time and spot charters, we mitigate our charter rates fluctuation exposure.
Currently, the vessels in our fleet are employed either on time charters or on spot voyages and one is chartered through a pool arrangement. Our charter agreements subject us to counterparty risk. In depressed market conditions, charterers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Voyage Expenses
We incur voyage expenses that include port and canal charges, bunker (fuel oil) expenses and commissions. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on voyage charters because these expenses are for the account of the owner of the vessels, while they are on the account of the charterer when vessels are time-chartered. Laid-up vessels, if any, do not incur bunkers costs. However, at times when our vessels are off-hire due to other reasons, we incur port and canal charges and bunker expenses.
We have paid commissions ranging from 0% to 6.25% of the total daily charter hire rate of each charter to unaffiliated shipbrokers, depending on the number of brokers involved with arranging the charter, and to Pure Brokerage and Shipping Corp. (or “Pure Brokerage”), a related party shipbroker. Our in-house fleet manager, UOT, our wholly-owned subsidiary, receives a commission that is equal to 2% of our gross revenues in exchange for providing us with technical and commercial management services in connection with the employment of our fleet. However, this commission is eliminated from our consolidated financial statements as an intercompany transaction.
Vessel Operating Expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes, regulatory fees, environmental costs, lay-up expenses, and other miscellaneous expenses. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, COVID-related disruptions which could cause our crew costs and other operating expenses to increase, developments relating to market prices for crew wages and insurance, may also cause these expenses to increase. In conjunction with our senior executive officers, UOT has established an operating expense budget for each vessel and performs the day-to-day management of our vessels under separate management agreements with our vessel-owning subsidiaries. We monitor the performance of UOT by comparing actual vessel operating expenses with the operating expense budget for each vessel.
Vessel Depreciation
We depreciate all our vessels on a straight-line basis over their estimated useful lives, which we estimate to be 25 years for the tanker vessels from the date of their initial delivery from the shipyard, while in the past we estimated the useful life of our container vessels to be 30 years. Depreciation is based on the cost less the estimated salvage values. Each vessel's salvage value is the product of her light-weight tonnage and estimated scrap rate, which is estimated at $350 per light-weight ton for all vessels in our fleet. We believe that these assumptions are common in the tanker and containership industry.
General and Administrative Expenses
We incur general and administrative expenses, including our onshore related expenses such as legal and professional expenses. Certain of our general and administrative expenses have been provided for, until March 1, 2020, under our Broker Services Agreement with Steamship Shipbroking Enterprises Inc. and, effective June 15, 2020, under our Brokerage Services Agreement with Pure Brokerage. We also incur payroll expenses of employees and general and administrative expenses reflecting the costs associated with running a public company, including board of director costs, director and officer insurance, investor relations, registrar and transfer agent fees, and legal and accounting costs related to our compliance with public reporting obligations.
Interest and Finance Costs
We have historically incurred interest expense and financing costs in connection with vessel-specific debt. As of June 30, 2021, our aggregate outstanding debt amounted to $54.1 million. We expect to manage any exposure in interest rates through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments.
For purposes of both the following discussion and the Financial Statements, results of operations of the container vessels segment we exited during 2020, are reported as discontinued operations for all periods presented.
Results of Operations (Continuing Operations) | | For the Six Months Ended June 30, | |
| | 2021 | | | 2020 | | | variation | | | % change | |
| | in millions of U.S. dollars | | | | |
Voyage and time charter revenues | | | 17.5 | | | | 25.6 | | | | -8.1 | | | | -32 | % |
Voyage expenses | | | -10.0 | | | | -8.3 | | | | -1.7 | | | | 20 | % |
Vessel operating expenses | | | -5.8 | | | | -4.4 | | | | -1.4 | | | | 32 | % |
Depreciation | | | -3.7 | | | | -2.6 | | | | -1.1 | | | | 42 | % |
Management fees | | | 0.0 | | | | -0.2 | | | | 0.2 | | | | -100 | % |
General and administrative expenses | | | -3.0 | | | | -4.4 | | | | 1.4 | | | | -32 | % |
Provision for credit losses | | | 0.0 | | | | -0.1 | | | | 0.1 | | | | -100 | % |
Foreign currency losses | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | - | |
Interest and finance costs | | | -0.9 | | | | -1.0 | | | | 0.1 | | | | -10 | % |
Interest income | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | - | |
Net income / (loss) from continuing operations | | | -5.9 | | | | 4.6 | | | | -10.5 | | | | -228 | % |
| | | | | | | | | | | | | | | | |
Results of Operations (Discontinued Operations) | | For the Six Months Ended June 30, | |
| | 2021 | | | 2020 | | | variation | | | % change | |
| | in millions of U.S. dollars | | | | |
Time charter revenues | | | 0.0 | | | | 3.9 | | | | -3.9 | | | | -100 | % |
Voyage expenses | | | 0.0 | | | | -0.2 | | | | 0.2 | | | | -100 | % |
Vessel operating expenses | | | 0.0 | | | | -1.9 | | | | 1.9 | | | | -100 | % |
Depreciation and amortization of deferred charges | | | 0.0 | | | | -0.1 | | | | 0.1 | | | | -100 | % |
Management fees | | | 0.0 | | | | -0.1 | | | | 0.1 | | | | -100 | % |
Impairment losses | | | 0.0 | | | | -0.3 | | | | 0.3 | | | | -100 | % |
Loss on vessels' sale | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | - | |
Other income | | | 0.4 | | | | 0.0 | | | | 0.4 | | | | - | |
Foreign currency gains | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | - | |
Net income from discontinued operations | | | 0.4 | | | | 1.3 | | | | -0.9 | | | | -69 | % |
For the six months ended June 30, 2021 compared to the six months ended June 30, 2020
Net Loss from continuing operations for the six months ended June 30, 2021, amounted to $5.9 million, compared to net income of $4.6 million for the same period in 2020. In the first six months of 2021, the depressed market conditions in the tankers’ industry, being an impact of the ongoing COVID-19 pandemic, led our revenues to significantly lower levels that did not manage to exceed the level of the continuing operations' expenses. The net income for the six months ended June 30, 2020 was a result of increased revenues contributed by our tankers fleet, which led our profitability to significantly increase.
Net Income from discontinued operations for the six months ended June 30, 2021, amounted to $0.4 million, compared to net income of $1.3 million for the same period in 2020. The income of the first six months of 2021 depicted solely the impact of $0.4 million of income from insurance settlements of one of our container vessels. For the six months ended June 30, 2020, our containers’ fleet was profitable, despite the fact that the net income from discontinued operations includes impairment charges of $0.3 million recorded during the period for one of our container vessels.
Voyage and Time Charter Revenues from continuing operations for the six months ended June 30, 2021, amounted to $17.5 million, compared to $25.6 million for the same period in 2020. The decrease in time charter revenues is attributable to decreased time charter rates achieved as a result of the depressed market conditions.
Time Charter Revenues from discontinued operations for the six months ended June 30, 2020, were $3.9 million, while no time-charter revenues existed for the same period in 2021, following the disposal of our last container vessel Domingo in August 2020.
Voyage Expenses from continuing operations for the six months ended June 30, 2021, amounted to $10.0 million, compared to $8.3 million for the same period in 2020. Voyage expenses of our tanker vessels mainly consist of bunkers costs, port and canal expenses, and commissions paid to third-party brokers. The increase of the voyage expenses was mainly attributable to increased bunker expenses, after the acquisition of the tanker vessels P. Kikuma and P. Yanbu in March and December 2020, respectively.
Voyage Expenses from discontinued operations for the six months ended June 30, 2020, were $0.2 million, while no voyage expenses existed for container vessels for the same period in 2021, following the disposal of our last container vessel Domingo in August 2020. Voyage expenses of the container vessels mainly consist of commissions paid to third-party brokers and a smaller portion of bunkers costs, port and canal expenses, as our container vessels were exclusively operating on time-charters.
Vessel Operating Expenses from continuing operations for the six months ended June 30, 2021 amounted to $5.8 million, compared to $4.4 million for the same period of 2020 and mainly consist of expenses for running and maintaining our vessels, such as crew wages and related costs, consumables and stores, insurances, repairs and maintenance, environmental compliance costs and other miscellaneous expenses. The overall increase in vessel operating expenses was attributable to the increase in the average number of tanker vessels owned by us, and was counter-balanced by the fact that on average, the daily operating expenses of our tanker vessels have decreased in almost all major categories.
Vessel Operating Expenses from discontinued operations for the six months ended June 30, 2020, were $1.9 million, while no vessel operating expenses existed for container vessels for the same period in 2021, and mainly consist of expenses for running and maintaining our vessels, such as crew wages and related costs, consumables and stores, insurances, repairs and maintenance, environmental compliance costs and other miscellaneous expenses. The decrease in vessel operating expenses was attributable to the gradual disposition of our container vessels during 2020.
Depreciation from continuing operations for the six months ended June 30, 2021 amounted to $3.7 million, compared to $2.6 million for the same period in 2020, and represents the depreciation expense of our tanker vessels. The increase in depreciation expenses in the first six months of 2021 was attributable to the increase in the average number of tanker vessels owned by us.
Depreciation and Amortization of Deferred Charges from discontinued operations for the six months ended June 30, 2020, were $0.1 million, while no such expenses existed for container vessels for the same period in 2021, and represents the depreciation expense and the amortization charge of dry-docking costs for our container vessels. The decrease is attributable to the gradual disposition of our container vessels during 2020.
Management Fees from continuing operations for the six months ended June 30, 2020 amounted to $0.2 million, and represent the management fees to Maersk Tankers as long as they were providing commercial and technical management services to our tanker vessels Blue Moon and Briolette. The management agreements with Maersk Tankers were gradually terminated and, effective August 2020, UOT, our in-house Manager, has undertaken the full management of these vessels. Management fees and commissions paid to UOT are eliminated in consolidation, as intercompany transactions.
Management Fees from discontinued operations for the six months ended June 30, 2020 amounted to $0.1 million, while no such expenses existed for container vessels for the same period in 2021, and represent the management fees we paid Diana Whilhelmsen for the management services they provided to our container vessels m/v Rotterdam and m/v Domingo from December 2019 through the vessels' disposal in April and August 2020, respectively.
General and Administrative Expenses from continuing operations for the six months ended June 30, 2021 amounted to $3.0 million, compared to $4.4 million for the same period in 2020, and mainly consist of payroll expenses of office employees, consultancy fees, brokerage services fees, compensation cost on restricted stock awards, legal fees and audit fees. The decrease was mainly attributable to decreased compensation cost on restricted stock awards, legal fees and directors and officers’ insurance costs, and was partially offset by slightly increased payroll costs of the office employees.
Provision for credit losses from continuing operations for the six months ended June 30, 2021 and 2020 amounted to $0.0 million and $0.1 million, respectively, as effective January 1, 2020, we adopted ASU No 2016-13, which requires that, at each balance sheet date, we recognize an allowance for our estimated credit losses on all outstanding freight and demurrage receivables.
Impairment Losses from discontinued operations for the six months ended June 30, 2020 amounted to $0.3 million and represent non-cash impairment charges recorded for the container vessel Rotterdam, due to the vessel's classification as held for sale during the period under consideration.
Other Income from discontinued operations for the six months ended June 30, 2021 amounted to $0.4 million and represents income from insurance settlements of our container vessel Domingo.
Interest and Finance Costs from continuing operations were $0.9 million for the period ended June 30, 2021, compared to $1.0 million for the same period in 2020. The decrease is attributable to decreased average interest rates, which were 2.92% for the first six months of 2021, compared to 3.76% in the first six months of 2020, and was partially off-set by the increase of our average debt following the gradual financing of our tanker vessel P. Fos, P. Kikuma and P. Yanbu upon their acquisition from January to December 2020.
Inflation
Inflation does not have a material effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing costs.
Liquidity and Capital Resources
We have historically financed our capital requirements with cash flow from operations, equity contributions from shareholders, and long- and medium-term debt. Our operating cash flow is generated from charters on our vessels, through our subsidiaries. Our main uses of funds have been capital expenditures for the acquisition of new vessels, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, repayments of loans, and payments of dividends. At times when we are not restricted by our lenders from acquiring additional vessels, we will require capital to fund vessel acquisitions and debt service.
As of June 30, 2021 and December 31, 2020, our working capital, which is current assets minus current liabilities, including the current portion of long-term debt, was $10.2 million and $17.6 million, respectively. We expect that we will fund our operations with cash on hand, cash generated from operations, bank debt and equity offerings, or a combination thereof, in the twelve-month period ending one year after the financial statements' issuance.
However, during the past months, due in part to fears associated with the spread of COVID-19, global financial markets, and financial markets in the U.S. experienced even greater relative volatility and a steep and abrupt downturn, which volatility and downturn may continue as COVID-19 continues to spread. These issues, along with significant write-offs in the financial services sector, the repricing of credit risk, and the current weak economic conditions, have made, and will likely continue to make it difficult to obtain additional financing. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all.
Cash Flow (Continuing and Discontinued Operations)
As of June 30, 2021, cash and cash equivalents amounted to $15.0 million, compared to $21.4 million as of December 31, 2020. We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are primarily held in U.S. dollars.
For the presentation of the statement of cash flows in our financial statements, we elected to combine cash flows from discontinued operations with cash flows from continuing operations within each cash flow statement category. The absence of cash flows from discontinued operations is not expected to affect our future liquidity and capital resources.
Net Cash Provided By / (Used In) Operating Activities
Net cash used in operating activities for the six- month period ended June 30, 2021 amounted to $1.5 million, while net cash provided by operating activities were $10.0 million for the six- month period ended June 30, 2020. The decrease of net cash used in operating activities was mainly attributable to decreased revenues, as a result of decreased average time charter rates.
Net Cash Used In Investing Activities
Net cash used in investing activities in the six months ended June 30, 2021 was $0.9 million and consists of $0.9 million that we paid for vessels’ improvements in connection with the ballast water treatment installations on our tanker vessels.
Net cash used in investing activities in the six months ended June 30, 2020 was $23.2 million and consists of $18.1 million that we received from the sale of the container vessel Rotterdam, $41.2 million that we paid for the acquisition of our two tanker vessels and $0.1 million that we paid for property additions.
Net Cash Provided By / (Used In) Financing Activities
Net cash used in financing activities in the six months ended June 30, 2021 was $4.0 million and reflects the amounts that we repaid to our lenders for our outstanding loan facilities.
Net cash provided by financing activities in the six months ended June 30, 2020 was $18.9 million and consists of $26.0 million that we received as loan proceeds, $4.3 million that we repaid to our lenders for our outstanding loan facilities, $0.7 million that we paid for the re-purchase of our common shares, $1.5 million that we paid for the re-purchase of our Series C preferred shares, $0.4 million that we paid for the re-purchase of our Series B preferred shares, and $0.2 million we paid for financing costs in connection with our new loan agreements.
Capital Expenditures
Our future capital expenditures relate to the purchase of tanker vessels and vessel upgrades. We also expect to incur additional capital expenditures when our vessels undergo surveys. This process of recertification may require us to reposition these vessels from a discharge port to shipyard facilities, which will reduce our operating days during the period. The loss of earnings associated with the decrease in operating days, together with the capital needs for repairs and upgrades results in increased cash flow needs which we will fund with cash on hand.
Recent Developments
For the period from July 1, 2021 through the date of issuance of this document, there have been no recent developments to report.