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, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2022
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 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.
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, as well as a calculation for our TCE rates, for the periods indicated.
| | For the six months ended June 30, | |
| | 2022 | | | 2021 | |
Ownership days | | | 905 | | | | 905 | |
Available days | | | 875 | | | | 865 | |
Operating days, including ballast leg | | | 855 | | | | 705 | |
Fleet utilization | | | 97.7 | % | | | 81.5 | % |
Time charter equivalent (TCE) rate | | $ | 18,888 | | | $ | 8,667 | |
Daily operating expenses | | $ | 6,936 | | | $ | 6,386 | |
| | | | | | | | |
| | For the six months ended June 30, | |
| | 2022 | | | 2021 | |
| | (in thousands of U.S. dollars, except for available days and TCE rate) | |
Voyage and time charter revenues | | $ | 25,275 | | | $ | 17,513 | |
Less: voyage expenses | | | (8,748 | ) | | | (10,016 | ) |
| | | | | | | | |
Time charter equivalent revenues | | $ | 16,527 | | | $ | 7,497 | |
| | | | | | | | |
Available days | | | 875 | | | | 865 | |
Time charter equivalent (TCE) rate | | $ | 18,888 | | | $ | 8,667 | |
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, or through a pool arrangement, we mitigate our charter rates fluctuation exposure.
Currently, the vessels in our fleet are employed on time charter voyages, spot voyages or 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 1.25% 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. 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 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 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, 2022, our aggregate outstanding debt, including related party loan, amounted to $51.2 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, | |
| | 2022 | | | 2021 | | | variation | | | % change | |
| | in millions of U.S. dollars | | | | |
Revenue | | | 25.3 | | | | 17.5 | | | | 7.8 | | | | 45 | % |
Voyage expenses | | | -8.7 | | | | -10 | | | | 1.3 | | | | -13 | % |
Vessel operating expenses | | | -6.3 | | | | -5.8 | | | | -0.5 | | | | 9 | % |
Depreciation and amortization of deferred charges
| | | -4.1 | | | | -3.7 | | | | -0.4 | | | | 11 | % |
General and administrative expenses | | | -3.3 | | | | -3.0 | | | | -0.3 | | | | 10 | % |
Provision for credit losses and write offs
| | | -0.1 | | | | 0.0 | | | | -0.1 | | | | - | |
Foreign currency (losses) / gains
| | | 0.1 | | | | 0.0 | | | | 0.1 | | | | - | |
Interest and finance costs | | | -1.1 | | | | -0.9 | | | | -0.2 | | | | 22 | % |
Interest income | | | 0.0 | | | | 0.0 | | | | 0.0 | | | | - | |
Net income / (loss) from continuing operations | | | 1.8 | | | | -5.9 | | | | 7.7 | | | | -131 | % |
Net income / (loss) from discontinued operations | | | -
| | | | 0.4
| | | | -0.4
| | | | -100
| %
|
For the six months ended June 30, 2022 compared to the six months ended June 30, 2021
Net income from continuing operations for the six months ended June 30, 2022, amounted to $1.8 million, compared to net loss of $5.9 million for the same period in 2021. The net income for the six months ended June 30, 2022 was a result of increased revenues contributed by our tankers fleet, which led our profitability to significantly increase. Specifically, we noted a continuation in the tanker market recovery, supported by strong demand for crude oil and significant changes in trading patterns as a result of sanctions on Russian crude oil exports leading to longer-haul tanker voyages. 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.
Net Income from discontinued operations for the six months ended June 30, 2022 was $Nil while for 2021, amounted to $0.4 million. 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.
Voyage and Time Charter Revenues from continuing operations for the six months ended June 30, 2022, amounted to $25.3 million, compared to $17.5 million for the same period in 2021. The increase in time charter revenues is attributable to the increased time-charter equivalent rates (TCE rates) as a result of the improved tanker charter rate environment achieved during the quarter.
Voyage Expenses from continuing operations for the six months ended June 30, 2022, amounted to $8.7 million, compared to $10 million for the same period in 2021. Voyage expenses of our tanker vessels mainly consist of bunkers costs, port and canal expenses, and commissions paid to third-party brokers. The decrease of the voyage expenses was mainly attributable to the decrease of spot charters and the increase of pool charters.
Vessel Operating Expenses from continuing operations for the six months ended June 30, 2022 amounted to $6.3 million, compared to $5.8 million for the same period of 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 overall increase in vessel operating expenses was attributable to the increase of the daily operating expenses of our tanker vessels as the ownership days of our fleet remained stable.
Depreciation and amortization from continuing operations for the six months ended June 30, 2022 amounted to $4.1 million, compared to $3.7 million for the same period in 2021, and represents the depreciation and amortization expense of our tanker vessels. The noted increase of $0.4 million was attributable to the increase in the amortization expense by $0.3 million and an increase in depreciation of $0.1 million.
General and Administrative Expenses from continuing operations for the six months ended June 30, 2022 amounted to $3.3 million, compared to $3 million for the same period in 2021, 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 increase was mainly attributable to increased bonuses partially counterbalanced by a decrease in compensation cost.
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, compared to $Nil for the six months ended June 30, 2022.
Interest and Finance Costs from continuing operations were $1.1 million for the period ended June 30, 2022, compared to $0.9 million for the same period in 2021. The increase is attributable to increased average interest rates, which were 3.25% for the first six months of 2022, compared to 2.92% in the first six months of 2021, and increase due to a new loan agreement with Mango amounting to $5 million.
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, 2022 and December 31, 2021, our working capital, which is current assets minus current liabilities, including the current portion of long-term debt, was $10.8 million and $4.2 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.
Cash Flow (Continuing and Discontinued Operations)
As of June 30, 2022, cash and cash equivalents amounted to $13.3 million, compared to $9.6 million as of December 31, 2021. 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 Used In Operating Activities
Net cash used in operating activities for the six- month period ended June 30, 2022 amounted to $1.6 million, compared to $1.5 million for the six- month period ended June 30, 2021. The increase of net cash used in operating activities was mainly attributable to increased revenues, as a result of increased average time charter rates, partially counterbalanced by the increase in the working capital outflow.
Net Cash Used In Investing Activities
Net cash used in investing activities in the six months ended June 30, 2022 and 2021 was $4.0 million and $0.9 million respectively. The noted variance is mainly attributable to the increase in advances for vessel acquisitions by $2.8 million and the increase of payments for vessel’ improvements by $0.3 during the six-month period ended June 30, 2022.
Net Cash Provided By / (Used In) Financing Activities
Net cash provided by financing activities in the six months ended June 30, 2022 was $9.3 million and mainly consists of the proceeds of $5.0 million from the related party loan and the proceeds from the issuance of common stock and units of $8.5 million , partially counterbalanced by loan repayments of $4.0 million.
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.
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
(a) Registered Direct Offering: On July 18, 2022, the Company completed a direct offering of 17,000,000 common shares at a price of $0.35 per share and Warrants to purchase up to 17,000,000 common shares at a concurrent private placement. Each Class A warrant is immediately exercisable for one common share at an exercise price of $0.35 per share and will expire five and a half years from issuance. The offering closed on July 19, 2022, and the Company received net proceeds of $5.33 million.
(b) Acquisition of New Vessel: On July 5, 2022 the Company took delivery of the Aframax tanker vessel “P. Sophia” (formerly “Maran Sagitta”) and paid the purchase price of $27.6 million with a combination of own funds and proceeds from a new loan facility (see paragraph (c) below).
(c) New Loan Facility with Piraeus Bank: On July 1, 2022 and in relation with the acquisition of the vessel “P. Sophia” discussed above (see paragraph (b)), , the Company utilized the full amount of $31.9 million of the loan facility with Piraeus bank dated June 30, 2022 (Note 7) and paid arrangement fees of $0.2 million. On July 5, 2022 and after the repayment of the respective tranche, the ship-owning company of “P. Yanbu” was released from the loan agreement dated December 3, 2020 (Note 7), which remains in effect for the two vessels “P. Fos” and “P. Kikuma”.
(d) Receipt of NASDAQ Notice: On July 13, 2022, the Company received written notification from The NASDAQ Stock Market LLC (“NASDAQ”), indicating that because the closing bid price of the Company’s common stock for 30 consecutive business days was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1). The applicable grace period to regain compliance is until January 9, 2023. The Company intends to cure this deficiency within the prescribed grace period.