Converted by EDGARwiz



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 November 2011


Commission File Number:  001-33283


EUROSEAS LTD.

(Translation of registrant’s name into English)

 

4 Messogiou & Evropis Street

151 25 Maroussi, Greece

(Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.


Form 20-F [ X ]       Form 40-F [  ]


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ].


Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ].


Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.







INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K as Exhibit 1 is a copy of the press release issued by Euroseas Ltd. (the “Company”) on November 9, 2011: Euroseas Ltd. Reports Results for the Nine-Month Period and Quarter Ended September 30, 2011 and Declares Quarterly Dividend.





Exhibit 1




[f110911esea6k002.gif]


Euroseas Ltd. Reports Results for the Nine-Month Period and Quarter Ended September 30, 2011 and Declares Quarterly Dividend



Maroussi, Athens, Greece – November 9, 2011 – Euroseas Ltd. (NASDAQ: ESEA), an owner and operator of drybulk and container carrier vessels and provider of seaborne transportation for drybulk and containerized cargoes, announced today its results for the three and nine month periods ended September 30, 2011.


Third Quarter 2011 Highlights:


·

Net income of $0.6 million or $0.02 earnings per share basic and diluted on total net revenues of $16.2 million.  Excluding the effect of unrealized and realized loss on derivatives and unrealized loss on trading securities, the net income for the period would have been $1.7 million or $0.06 earnings per share basic and diluted.


·

Adjusted EBITDA was $6.7 million. Please refer to a subsequent section of the Press Release for a reconciliation of adjusted EBITDA to net income.


·

An average of 16.00 vessels were owned and operated during the third quarter of 2011 earning an average time charter equivalent rate of $11,633 per day.


·

Declared a quarterly dividend of $0.07 per share for the third quarter of 2011 payable on or about December 9, 2011 to shareholders of record on December 2, 2011. This is the twenty-fifth consecutive quarterly dividend declared.


First Nine Months 2011 Highlights:


·

Net income of $0.01 million or $0.00 net income per share basic and diluted on total net revenues of $46.0 million.  Excluding the effect of unrealized and realized loss on derivatives, unrealized loss on trading securities and amortization of fair value of time charter contracts acquired, the net income for the period would have been $0.4 million, or $0.01 net income per share basic and diluted.


·

Adjusted EBITDA was $15.4 million. Please refer to a subsequent section of the Press Release for a reconciliation of adjusted EBITDA to net income.


·

An average of 16.00 vessels were owned and operated during the first nine months of 2011 earning an average time charter equivalent rate of $11,356 per day.


·

Declared three quarterly dividends for a total of $0.21 per share during the first nine months of 2011.


Aristides Pittas, Chairman and CEO of Euroseas commented: “During the third quarter of 2011, the containership market recovery stopped and charter rates declined, influenced by lower trade volumes very likely due to the uncertainty regarding how the Eurozone countries and the United States will deal with the sovereign debt issue.  Further developments in Europe in October and November did not reduce the economic uncertainties and we expect a similar market environment until, at least, the first quarter of 2012 when traditionally container trade volumes pick up. In parallel, we took advantage of the recently stronger drybulk market to increase the cover of our drybulk fleet which is now fully chartered for 2011, more than 80% chartered in 2012 and more than 40% in 2013.


“On the investment front, while we continue to pursue investments in the containership sector through our Euromar joint venture (where we took delivery of the seventh and acquired our eighth vessel), we have continued to review opportunities in the drybulk sector in which we soon expect to see attractive investments as prices and rates should come under further pressure from the high level of vessel deliveries and resulting supply growth.


“Our strong balance sheet and, especially, our low leverage cushions us from the market pressures that other companies might be feeling and allows us to continue our policy of steadily growing the Company whilst rewarding our shareholders with dividends. In that context, our Board decided to declare a quarterly dividend of $0.07 per share which represents an annual yield of about 8.8% on the basis of our stock price on November 8, 2011.”


Tasos Aslidis, Chief Financial Officer of Euroseas commented: “The results of the third quarter of 2011 reflect the better rates our vessels earned as compared to the first and second quarters of 2011. Additionally, our lower drydocking expenses and lower derivative losses compared to the third quarter of 2010 resulted in turning a $3.2 million loss in the third quarter of 2010 to a $0.6 million gain during the third quarter of 2011.


“Total daily vessel operating expenses, including management fees, general and administrative expenses but excluding drydocking costs, registered an increase of about 33.8% during the third quarter of 2011 compared to the same quarter of last year and an increase of about 21.6% for the nine month periods ended September 30, 2011 over the same period of 2010; these increases are primarily due to the fact that in the same periods of 2010 we had two laid-up vessels (out of a total of about 15.37 vessels on average for the nine month period and 16 for the third quarter) that incurred much lower daily running expenses and management fees, and secondly due to the higher U.S. dollar / euro exchange rate.  Drydocking expenses expressed on per vessel per day basis were lower by 23.6% in the nine month period and 67.5% lower for the third quarter of 2011 as compared to the same periods in 2010. As always, we want to emphasize that cost control remains a key component of our strategy.


“As of September 30, 2011, our outstanding debt was $78.4 million versus restricted and unrestricted cash of about $36.0 million. As of the same date, our scheduled debt repayments over the next 12 months amounted to about $13.4 million a number low enough to provide us with significant operational cash flow comfort. All our debt covenants were satisfied as of September 30, 2011.”


Third Quarter 2011 Results:

For the third quarter of 2011, the Company reported total net revenues of $16.2 million representing a 32.7% increase over total net revenues of $12.2 million during the third quarter of 2010. The Company reported net income for the period of $0.6 million as compared to net losses of $3.2 million for the third quarter of 2010. The results for the third quarter of 2011 include a $1.0 million net unrealized loss on derivatives and trading securities and a $0.1 million net realized loss on derivatives as compared to $0.1 million net unrealized gain on derivatives and trading securities and $2.4 million realized loss on derivatives for the same period of 2010.


Depreciation expenses for the third quarter of 2011 remained unchanged at $4.6 million, as compared to the same period of 2010.  On average, 16.00 vessels were owned and operated during the third quarter of 2011 earning an average time charter equivalent rate of $11,633 per day compared to 16.00 vessels in the same period of 2010 earning on average $10,623 per day.  


Adjusted EBITDA for the third quarter of 2011 was $6.7 million, a 93.3% increase from $3.5 million achieved during the third quarter of 2010. Please see below for Adjusted EBITDA reconciliation to net income / loss and cash flow provided by operating activities.


Basic and diluted earnings per share for the third quarter of 2011 was $0.02, calculated on 31,084,711 basic and 31,138,453 diluted weighted average number of shares outstanding, compared to basic and diluted losses per share of $0.10 for the third quarter of 2010, calculated on 30,932,211 basic and diluted weighted average number of shares outstanding.  


Excluding the effect on the earnings for the quarter of the unrealized loss on derivatives and the realized loss on derivatives, unrealized loss on trading securities and amortization of the fair value of time charter contracts acquired, the earnings per share for the quarter ended September 30, 2011 would have been $0.06 per share basic and diluted compared to losses of $0.04 per share for the quarter ended September 30, 2010. Usually, security analysts do not include the above items in their published estimates of earnings per share.


First Nine Months 2011 Results:

For the first nine months of 2011, the Company reported total net revenues of $46.0 million representing a 16.0% increase over total net revenues of $39.7 million during the first nine months of 2010. The Company reported net income for the period of $0.01 million as compared to net loss of $5.7 million for the first nine months of 2010. The results for the first nine months of 2011 include a $1.2 million net unrealized loss on derivatives and trading securities and a $0.6 million net realized loss on derivatives as compared to a $4.0 million net unrealized gain on derivatives and trading securities and $10.8 million net realized loss on derivatives for the same period of 2010.


Depreciation expenses for the first nine months of 2011 were $13.8 million compared to $13.4 million during the same period of 2010.  On average, 16.00 vessels were owned and operated during the first nine months of 2011 earning an average time charter equivalent rate of $11,356 per day compared to 15.37 vessels in the same period of 2010 earning on average $11,645 per day.  


Adjusted EBITDA for the first nine months of 2011 was $15.4 million, a 14.8% increase from $13.4 million achieved during the first nine months of 2010. Please see below for Adjusted EBITDA reconciliation to net income/loss and cash flow provided by operating activities.


Basic and diluted net income per share for the first nine months of 2011 was $0.00, calculated on 31,030,013  and 31,052,718 weighted average number of shares outstanding basic and diluted, respectively, compared to basic and diluted  loss per share of $0.18 basic and diluted per share for the first nine months of 2010, calculated on 30,877,513  weighted average number of shares outstanding basic and diluted.  


Excluding the effect on the earnings for the first nine months of 2011 of the unrealized loss on derivatives, trading securities and realized loss on derivatives and amortization of the fair value of time charter contracts acquired, the earnings per share for the nine-month period ended September 30, 2011 would have been $0.01 per share basic and diluted compared to losses of $0.02 per share basic and diluted for the same period in 2010. Usually, security analysts do not include the above items in their published estimates of earnings per share.



Fleet Profile:

The Euroseas Ltd. fleet profile is as follows:


Name

Type

Dwt

TEU

Year Built

Employment

TCE Rate ($/day)

Dry Bulk Vessels

 

 

 

 

 

 

PANTELIS

Panamax

74,020

 

2000

TC ‘til Mar-12

Thereafter TC til’ Feb-14 +

1 Year in Charterers Option

$17,500

$11,200   +50/50  Profit Share

$14,200

ELENI P

Panamax

72,119

 

1997

TC ‘til Jan-13

$16,500

IRINI

Panamax

69,734

 

1988

TC ‘til Apr-13

$14,000


ARISTIDES N.P.


Panamax


69,268

 


1993

TC ‘til May-12

$14,950


MONICA P (*)


Handymax


46,667

 


1998


TC 'til Sep-13

$12,375

Total Dry Bulk Vessels


5

331,808

 


 

 

Multipurpose Dry Cargo Vessels

 

 

 

 

 

 

TASMAN TRADER


1



22,568



950



1990



TC ‘til Mar-12


$9,000


Container Carriers

 

 

 

 

 

 

MAERSK NOUMEA

Intermediate

34,677

2,556

2001

TC ‘til Jun-13

$15,750


TIGER BRIDGE


Intermediate


31,627


2,228


1990


TC ‘til Feb-12


$7,500


AGGELIKI P


Intermediate


30,360


2,008


1998


TC ‘til Feb-12


$12,500


DESPINA P


Handy size


33,667


1,932


1990


TC ‘til Feb-12


$8,500


JONATHAN P
(ex-OEL INTEGRITY)


Handy size


33,667


1,932


1990


TC ‘til Dec-11


$6,700


CAPTAIN COSTAS
(ex-OEL TRANSWORLD)


Handy size


30,007


1,742


1992


TC ‘til Nov-11


$10,250


MARINOS (ex-YM PORT KELANG, ex-MASTRO NICOS,)


Handy size


23,596


1,599


1993


Spot

 


MANOLIS P


Handy size


20,346


1,452


1995


TC ‘till Feb-12

$10,500


NINOS
(ex-YM QINGDAO I)


Feeder


18,253


1,169


1990


TC ‘til Jun-12


$11,200


KUO HSIUNG


Feeder


18,154


1,169


1993


TC ‘til Jun-12


$11,200


Total Container Carriers

10

274,354

17,787

 

 

 

Fleet Grand Total

16

628,730

18,737

 

 

 


 (*) “Monica P” is employed in the Bulkhandling spot pool that is managed by Klaveness.


Summary Fleet Data:


 

3 months, ended

September 30, 2010

3 months, ended

September 30, 2011

9 months, ended  

September 30, 2010

9 months, ended  

September 30, 2011

FLEET DATA

 

 

 

 

Average number of vessels (1)

16.00

16.00

15.37

16.00

Calendar days for fleet (2)

1472.0

1,472.0

4,197.0

4,368.0

Scheduled off-hire days incl. laid-up (3)

171.7

25.5

595.3

110.2

Available days for fleet (4) = (2) - (3)

1,300.3

1,446.5

3,601.7

4,257.8

Commercial off-hire days (5)

-

-

-

48.0

Operational off-hire days (6)

12.7

4.5

22.2

12.4

Voyage days for fleet (7) = (4) - (5) - (6)

1,287.6

1,442.0

3,579.5

4,197.4

Fleet utilization (8) = (7) / (4)

99.0%

99.7%

99.4%

98.6%

Fleet utilization, commercial (9) = ((4) - (5)) / (4)

100.0%

100.0%

100%

98.9%

Fleet utilization, operational (10) = ((4) - (6)) / (4)

99.0%

99.7%

99.4%

99.7%

 

 

 

 

 

AVERAGE DAILY RESULTS

 

 

 

 

Time charter equivalent rate (11)

10,623

11,633

11,645

11,356

Vessel operating expenses excl. drydocking expenses and vessels laid up (12)

4,808

5,860

4,881

5,558

Vessel operating expenses excl. drydocking expenses (12)

4,431

5,860

4,421

5,558

General and administrative expenses (13)

228

427

565

507

Total vessel operating expenses (14)

4,659

6,287

4,986

6,065

Drydocking expenses (15)

1,161

377

848

648


(1) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of calendar days each vessel was a part of our fleet during the period divided by the number of calendar days in that period.


(2) Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys or days of vessels in lay-up. Calendar 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 that period.


(3) The scheduled off-hire days including vessels laid-up are days associated with scheduled repairs, drydockings or special or intermediate surveys or days of vessels in lay-up. The shipping industry uses available days to measure the number of days in a period during which vessels were available to generate revenues.


(4) Available days. We define available days as the total number of days in a period during which each vessel in our fleet was in our possession net of scheduled off-hire days including days of vessels laid-up.


(5) Commercial off-hire days. We define commercial off-hire days as days waiting to find employment.   


(6) Operational off-hire days. We define operational off-hire days as days associated with unscheduled repairs or other off-hire time related to the operation of the vessels,


(7) Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of commercial and operational off-hire days. The shipping industry uses voyage days to measure the number of days in a period during which vessels actually generate revenues.


(8) Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our available 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 unscheduled repairs or days waiting to find employment.


(9) Fleet utilization, commercial. We calculate commercial fleet utilization by dividing our available days net of commercial off-hire days during a period by our available days during that period.


(10) Fleet utilization, operational. We calculate operational fleet utilization by dividing our available net of operational off-hire days during a period by our available days during that period.


(11) Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing revenue generated from voyage charters net of voyage expenses by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company’s performance despite changes in the mix of charter types (i.e., spot voyage charters, time charters and bareboat charters) under which the vessels may be employed between the periods.


(12) Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs and management fees are calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. Drydocking expenses are reported separately.


(13) Daily general and administrative expense is calculated by dividing general and administrative expense by fleet calendar days for the relevant time period.


(14) Total vessel operating expenses, or TVOE, is a measure of our total expenses associated with operating our vessels. TVOE is the sum of vessel operating expenses excluding drydocking expenses and general and administrative expenses. Daily TVOE is calculated by dividing TVOE by fleet calendar days for the relevant time period.


(15) Drydocking expenses, which include expenses during drydockings that would been capitalized and amortized under the deferral method divided by the fleet calendar days for the relevant period. Drydocking expenses could vary substantially from period to period depending on how many vessels underwent drydocking during the period.


Conference Call and Webcast:

Tomorrow, Thursday, November 10, 2011 at 10:00 a.m. EST, the company's management will host a conference call to discuss the results.


Conference Call details:

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1 866 819 7111 (from the US), 0800 953 0329 (from the UK) or +44 (0)1452 542 301 (international standard dial in). Please quote “Euroseas”.


In case of any problems with the above numbers, please dial 1 866 223 0615 (from the US), 0800 694 1503 (from the UK) or +44 (0)1452 586 513 (international standard dial in). Quote “Euroseas”.


A recording of the conference call will be available until November 17, 2011 by dialing 1 866 247 4222 (from the US), 0800 953 1533 (from the UK) or +44 (0)1452 550 000 (international standard dial in). Access Code: 6973591#

Audio webcast – Slides Presentation:

There will be a live and then archived audio webcast of the conference call, via the internet through the Euroseas website (www.euroseas.gr).  Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.  A slide presentation on the Third Quarter and First Nine months 2011 results in PDF format will also be available 30 minutes prior to the conference call and webcast accessible on the company’s website (www.euroseas.gr) on the webcast page.  Participants to the webcast can download the PDF presentation.


Euroseas Ltd.

Consolidated Condensed Statements of Operations

(All amounts expressed in U.S. Dollars – except share amounts)


 

Three Months Ended
September 30,

2010

Three Months Ended
September 30,

2011

Nine Months Ended
September 30,

2010

Nine Months Ended
September 30,

2011

 

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Revenues

 

 

 

 

Voyage revenue

12,692,529

16,953,677

41,136,042

48,027,265

Related party revenue

-

60,493

-

179,507

Commissions

(476,534)

(801,651)

(1,444,206)

(2,159,006)


Net revenues

12,215,995

16,212,519

       39,691,836

46,047,766

   

 

 

 

 

Operating expenses

 

 

 

 

Voyage expenses

341,908

179,202

949,162

397,475

Vessel operating expenses

5,256,057

7,065,924

15, 013,547

19,953,664

Drydocking expenses

1,709,385

554,355

3,560,148

2,831,309

Depreciation

4,587,321

4,587,139

13,392,813

13,761,417

Management fees

1,265,533

1,478,864

3,541,078

4,389,488

Other general and administrative expenses


335,947


630,904


2,371,534

2,215,435

Other income

(1,327,808)

(470,552)

(1,481,308)

(733,552)

Total operating expenses

12,168,343

14,025,836

37,346,974

42,840,236

 

 

 

 

 

Operating income

              47,652 

2,186,683

2,344,862

3,232,530

 

 

 

 

 

Other income/(expenses)

 

 

 

 

Interest and finance cost

(366,886)

(521,043)

(1,091,862)

(1,649,736)

Loss on derivatives, net

 

(2,338,324)

(1,061,739)

(6,686,258)

(1,496,829)

Realized & unrealized loss  on trading securities

           (24,293)                          


(84,790)

           (104,802)


(204,556)

Foreign exchange loss

(9,373)

(7,620)

(2,225)

(29,165)

Interest income

99,329

70,206

485,288

182,297

Other expenses, net

(2,639,547)

(1,604,986)

(7,399,859)

(3,197,989)

Equity loss in joint venture

(622,219)

(6,550)

(622,219)

(22,898)


Net income / (loss)


(3,214,114)


575,147


(5,677,216)

11,643

Earnings (loss), per share, basic

(0.10)

0.02

(0.18)

0.00

Weighted average number of shares, basic

30,932,211

31,084,711

30,877,513

31,030,013

Earnings (loss), per share, diluted

(0.10)

0.02

(0.18)

0.00

Weighted average number of shares, diluted

30,932,211

31,138,453

30,877,513

31,052,718



Euroseas Ltd.

Consolidated Condensed Balance Sheets

(All amounts expressed in U.S. Dollars – except share amounts)


 

December 31,
         2010

September 30,

2011

 

 (unaudited)

(unaudited)

ASSETS

 

 

Current Assets:

 

 

    Cash and cash equivalents

34,273,518

29,508,074

    Trade accounts receivable

1,563,761

2,474,495

    Other receivables, net

6,693,985

2,120,897

    Inventories

1,788,256

1,733,308

    Due from related party

-

2,798,558

    Restricted cash

976,714

1,431,822

    Derivatives

574,336

297,715

    Trading securities

263,223

58,667

    Prepaid expenses

271,033

382,113

Total current assets

46,404,826

40,805,649

 

 

 

Fixed assets:

 

 

    Vessels, net

255,412,434

241,651,017

Long-term assets:

 

 

    Restricted cash

4,800,000

5,050,000

    Deferred charges, net

599,374

488,742

    Deferred assets

-

178,392

    Investment in joint venture

14,461,167

14,438,269

Total long-term assets

275,272,975

261,806,420

Total assets

321,677,801

302,612,069

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

    Long term debt, current portion

13,472,000

13,397,000

    Trade accounts payable

3,950,934

2,660,422

    Accrued expenses

2,212,401

1,761,513

    Accrued dividends

32,175

42,900

    Deferred revenue

2,114,335

2,819,261

    Derivatives

1,837,924

2,069,940

    Due to related company

1,594,773

-

Total current liabilities

25,214,542

22,751,036

 

 

 

Long-term liabilities:

 

 

    Long term debt, net of current portion

74,913,000

65,019,000

    Derivatives

1,537,056

1,974,047

    Fair value of below market time charter acquired

1,318,211

-

Total long-term liabilities

77,768,267

66,993,047

Total liabilities

102,982,809

89,744,083

 

 

 

Shareholders' equity:

 

 

    Common stock (par value $0.03, 200,000,000 shares authorized, 31,002,211 and 31,084,711, respectively, issued and outstanding)

    Preferred shares (par value $0.01, 20,000,000 shares authorized, no shares issued and outstanding)

930,067



-

932,542



-

  Additional paid-in capital

236,279,931

236,688,750

    Accumulated deficit

(18,515,006)

(24,753,306)

 Total shareholders' equity

218,694,992

212,867,986

 Total liabilities and shareholders' equity

321,677,801

302,612,069

 

 

 



Euroseas Ltd.

Consolidated Condensed Statements of Cash Flows

 (All amounts expressed in U.S. Dollars)






 Nine Months
Ended
September 30,

 2010

 Nine Months
Ended
September 30, 2011

 

(unaudited)

(unaudited)

Cash flows from operating activities:



Net (loss) / income

 (5,677,216)

 11,643

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

Depreciation of vessels

 13,392,813

 13,761,417

Amortization of deferred charges

 76,760

 110,632

Amortization of fair value of time charters

 (1,579,812)

 (1,318,211)

Losses in investment in joint venture

 622,219

 22,898

Share-based compensation

 500,873

 411,293

Unrealized (gain) / loss on derivatives, net

 (4,151,669)

 945,628

Unrealized loss on trading securities

 104,802

 204,556

Changes in operating assets and liabilities

 7,603,610

 (3,821,807)

Net cash provided by operating activities

 10,892,380

 10,328,049

 



Cash flows from investing activities:



Purchase of vessels including improvements

(16,130,174)

-

Investment in joint venture

(6,250,000)

-

Insurance proceeds

-

1,793,832

Change in restricted cash

1,840,674

(459,108)

Net cash (used in) / provided by

 investing activities

(20,539,500)

 1,334,724

 



Cash flows from financing activities:



Dividends paid

(4,953,279)

(6,239,217)

Offering expenses paid

 (44,451)

-

Loan arrangements fees paid

 -

(220,000)

Repayment of long-term debt

(9,025,000)

(9,969,000)

Net cash used in financing activities

(14,022,730)

(16,428,217)

 



Net decrease in cash and cash equivalents

(23,669,850)

(4,765,444)

Cash and cash equivalents at beginning of period

40,984,549

34,273,518

Cash and cash equivalents at end of period

17,314,699

29,508,074



Euroseas Ltd.

Reconciliation of Adjusted EBITDA to

Net Income / (loss) and Cash Flow Provided By Operating Activities

(All amounts expressed in U.S. Dollars)


 


Three Months Ended

September 30, 2010


Three Months Ended

September 30, 2011


Nine Months Ended

September 30, 2010


Nine Months Ended

September 30, 2011


Net income / (loss)

(3,214,114)

575,147

(5,677,216)

11,643


Interest and finance costs, net (incl. interest income)

267,557

450,837

606,574

1,467,439


Depreciation

4,587,321

4,587,139

13,392,813

13,761,417


Loss on derivatives, net

2,338,324

1,061,739

6,686,258

1,496,829


Amortization of deferred revenue of below market time charter acquired

(526,604)

-

(1,579,812)

(1,318,211)

Adjusted EBITDA

3,452,484

6,674,862

13,428,617

15,419,117


 


Three Months Ended

September 30,  2010


Three Months Ended

September 30,  2011


Nine Months Ended

September 30,  2010


Nine Months Ended

September 30,  2011

Net cash flow provided by operating activities

1,518,406

4,790,866

10,892,380

10,328,049


Changes in operating assets / liabilities

72,526

1,494,098

(7,603,610)

3,821,807


Loss on derivatives, realized

2,431,198

116,798

10,837,928

551,202


Loss on trading securities and Investment in Joint Venture, net

(646,512)

(91,340)

(727,021)

(227,454)


Share-based compensation

(165,104)

(52,214)

(500,873)

(411,293)


Interest, net

241,970

416,654

529,813

1,356,806

Adjusted EBITDA

3,452,484

6,674,862

13,428,617

15,419,117




EBITDA Reconciliation:

Euroseas Ltd. considers Adjusted EBITDA to represent net earnings before interest, income taxes, depreciation, amortization, gain / loss in derivatives and amortization of deferred revenues from above or below market time charters acquired. Adjusted EBITDA does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by United States generally accepted accounting principles, or U.S. GAAP, and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is included herein because it is a basis upon which we assess our financial performance and liquidity position and because we believe that it presents useful information to investors regarding a company's ability to service and/or incur indebtedness. The Company’s definition of Adjusted EBITDA may not be the same as that used by other companies in the shipping or other industries.  



Euroseas Ltd.

Reconciliation of Net Income / (loss) Excluding the Effect from Unrealized  Loss / (Gain) and Realized Loss  on derivatives, Unrealized Loss on trading securities and  Amortization of the Fair Value of Charters Acquired

to Net Income / Loss

(All amounts expressed in U.S. Dollars – except share data and per share amounts)


 


Three Months Ended

September 30, 2010


Three Months Ended

September 30, 2011


Nine Months
Ended

September 30, 2010


Nine Months Ended

September 30, 2011


Net income / (loss)

(3,214,114)

575,147

(5,677,216)

11,643


Unrealized loss / (gain)  on derivatives, net

(92,874)

944,941

(4,151,669)

945,628


Unrealized  loss on trading securities

24,293

84,790

104,802

204,556


Realized loss on derivatives

2,431,198

116,798

10,837,928

551,202


Amortization of deferred revenue of below market time charter acquired

(526,604)

-

(1,579,812)

(1,318,211)


Net Income/ (loss) excluding  unrealized loss / (gain) on derivatives, unrealized / loss on trading securities,  realized loss on derivatives, amortization of the fair value of charters acquired

                            



(1,378,101)

1,721,676

                            



(465,967)

394,818


Net Income/(loss) per share excluding  unrealized loss / (gain) on derivatives, unrealized loss on trading securities, realized loss on derivatives, amortization of the fair value of charters acquired, basic

(0.04)

0.06

(0.02)

0.01


Weighted average number of shares, basic

30,932,211

31,084,711

30,877,513

31,030,013


Net Income/(loss) per share excluding  unrealized loss / (gain) on derivatives, unrealized loss on trading securities, realized loss on derivatives, amortization of the fair value of charters acquired, diluted

(0.04)

0.06

(0.02)

0.01


Weighted average number of shares, diluted

30,932,211

31,138,453

30,877,513

31,052,718


About Euroseas Ltd.

Euroseas Ltd. was formed on May 5, 2005 under the laws of the Republic of the Marshall Islands to consolidate the ship owning interests of the Pittas family of Athens, Greece, which has been in the shipping business over the past 136 years. Euroseas trades on the NASDAQ Global Market under the ticker ESEA since January 31, 2007.


Euroseas operates in the dry cargo, drybulk and container shipping markets. Euroseas' operations are managed by Eurobulk Ltd., an ISO 9001:2000 certified affiliated ship management company, which is responsible for the day-to-day commercial and technical management and operations of the vessels. Euroseas employs its vessels on spot and period charters and through pool arrangements.


The Company has a fleet of 16 vessels, including 4 Panamax drybulk carriers and 1 Handymax drybulk carrier, 3 Intermediate containership, 5 Handysize containerships, 2 Feeder containerships and a multipurpose dry cargo vessel. Euroseas` 5 drybulk carriers have a total cargo capacity of 331,808 dwt, its 10 containerships have a cargo capacity of 17,787 teu and its multipurpose vessel has a cargo capacity of 22,568 dwt or 950 teu.


Forward Looking Statement

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company’s growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels and container ships, competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.



Visit our website www.euroseas.gr


Company Contact

Investor Relations / Financial Media

Tasos Aslidis

Chief Financial Officer

Euroseas Ltd.

11 Canterbury Lane,

Watchung, NJ 07069

Tel. (908) 301-9091

E-mail: aha@euroseas.gr

Nicolas Bornozis

President

Capital Link, Inc.

230 Park Avenue, Suite 1536

New York, NY 10169

Tel. (212) 661-7566

E-mail: nbornozis@capitallink.com









SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                  EUROSEAS LTD.

                                  (registrant)



Dated:  November 9, 2011             

 By: /s/ Aristides J. Pittas

                                           

 ---------------------------------

 Aristides J. Pittas

 President