UNITED STATES

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 August 2016


Commission File Number:  001-33283


EUROSEAS LTD.

(Translation of registrant’s name into English)

 

4 Messogiou & Evropis Street

151 24 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 August 11, 2016: Euroseas Ltd. Reports Results for the Six-Month Period and Quarter Ended June 30, 2016.


This Report on Form 6-K, except for the paragraph beginning with “Aristides Pittas, Chairman and CEO of Euroseas commented:” and the next two succeeding paragraphs, is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (File No. 333-194922) filed with the U.S. Securities and Exchange Commission (the "Commission") on March 31, 2014, as amended, and the Company's Registration Statement on Form F-3 (File No. 333-208305) filed with the Commission on December 2, 2015.





                                                                                                                                Exhibit 1


[f081116esea6k002.gif]


Euroseas Ltd. Reports Results for the Six-Month Period and Quarter Ended June 30, 2016



Maroussi, Athens, Greece – August 11, 2016 – 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 six month period ended June 30, 2016 as well as certain fleet updates.


Second Quarter 2016 Highlights:


·

Total net revenues of $7.3 million. Net loss of $19.2 million; net loss attributable to common shareholders (after a $0.4 million of dividend on Series B Preferred Shares) of $19.6 million or $2.42 loss per share basic and diluted. The results include an impairment charge of $14.0 million on our “Investment in joint venture”. Adjusted net loss attributable to common shareholders1 for the period was $0.51 per share basic and diluted.


·

Adjusted EBITDA1 was $(0.9) million.


·

An average of 11.4 vessels were owned and operated during the second quarter of 2016 earning an average time charter equivalent rate of $7,373 per day.


·

The Company declared its tenth dividend of $0.4 million on its Series B Preferred Shares; the dividend was paid in-kind by issuing additional Series B Preferred Shares.



First Half 2016 Highlights:


·

Total net revenues of $13.9 million. Net loss of $22.0 million; net loss attributable to common shareholders (after a $0.8 million of dividend on Series B Preferred Shares) of $22.9 million or $2.82 loss per share basic and diluted.  The results for the first half also include an impairment charge of $14.0 million of “Investment in joint venture”. Adjusted net loss per share attributable to common shareholders1 for the period was $0.89.


·

Adjusted EBITDA1 was $(1.0) million.


·

An average of 11.5 vessels were owned and operated during the first half of 2016 earning an average time charter equivalent rate of $6,967 per day.


Other developments:


Recently, the Company announced that it canceled one of its newbuilding contracts with the Dayang shipyard due to excessive delays in the construction of the vessel (Hull DY 160) as specified in the contract.  The Company has demanded the return of its progress payments and other expenses of approximately $8.6 million as specified in the newbuilding contract and secured by refund guaranties. The parties have referred the matter to arbitration.


Also the Company announced that it amended its newbuilding contract with the YSJ yard for the construction of a Kamsarmax vessel to provide the Company with the option until December 31, 2016 to change the type of the vessel to be built, buy another vessel built by the yard transferring any payments made under the newbuilding contract, or cancel the newbuilding contract without additional cost.


Furthermore, the Company announces that it has agreed to purchase M/V Aegean Express, a 1997-built 1,439 teu fully cellular containership for approximately $3 million, to replace M/V Cpt. Costas, a 1992-built containership which was sold during the second quarter of 2016.


Finally, the Company announces that the Company’s Board authorized the establishment of an ATM offering of up to 15% of the Company’s outstanding shares.


1 Adjusted EBITDA, Adjusted net loss and Adjusted loss per share are not recognized measurements under GAAP. Refer to a subsequent section of the Press Release for the definitions and reconciliation of these measurements to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. 



Aristides Pittas, Chairman and CEO of Euroseas commented: “While the charter markets for both sectors we operate remain challenging, we have managed to improve the liquidity of the Company by restructuring or refinancing some of our loans. Our revised loan profile combined with certain developments in our newbuilding contracts have reduced the required capital expenditures and significantly improved the liquidity outlook of Euroseas. We are now focused on how to take advantage of the low vessel price environment and find opportunities to expand and renew our fleet, as we have done with the replacement of M/V Cpt. Costas with a five year younger vessel for a marginally higher price.


“We remain guardedly optimistic about the prospects of the markets mainly because of the significant adjustments underway in the supply of vessels both in terms of vessel scrapping but also in the form of newbuilding contract delays and cancellations, and furthermore, non-existent new order levels. Thus, on the chartering front, as we expect a modest improvement of both segments over the next twelve months, we are pursuing a chartering strategy focused on ensuring that our vessels remain employed and committed to shorter term charters.


“Lately, we have seen an increased interest in our stock evidenced by a very significant increase in the trading liquidity. This is, of course, very positive and we hope it continues. The ATM that our Board approved is intended to facilitate new investors to participate in the Company and help keep the trading liquidity high, something essential for the longer term good of our shareholders. As we are not facing any cash needs, we may or may not execute fully on the ATM depending on whether we deem this would help our trading liquidity or assist in further vessel acquisitions or renewals.”


Tasos Aslidis, Chief Financial Officer of Euroseas commented: “The results of the second quarter of 2016 reflect the low levels of the containership and drybulk markets compared to the same quarter of 2015. 


“Total daily vessel operating expenses, including management fees, general and administrative expenses but excluding drydocking costs, averaged $6,065 per vessel per day during the second quarter of 2016 as compared to $6,145 per vessel per day for the same quarter of last year, and $6,096 per vessel per day for the first half of 2016 as compared to $6,342 per vessel per day for the same period of 2015, reflecting a 1.3% and 3.9% decline, respectively. As always, we want to emphasize that cost control remains a key component of our strategy. The results also include a loss on termination of a newbuilding contract we canceled related to expenses that cannot be refunded as a result of the cancelation (like management and supervision costs). Also, our results include an impairment charge of $14.0 million on our equity minority investment in Euromar LLC, our joint venture with two private equity firms, as a result of continuing depressed containership markets and new debt restructuring agreements between Euromar LLC and its banks.  


“As of June 30, 2016, our outstanding debt was $53.7 million (excluding the unamortized loan fees of $0.4 million) versus restricted and unrestricted cash of about $12.9 million. As of the same date, our scheduled debt repayments over the next 12 months amounted to about $11.1 million (excluding the unamortized loan fees). All our debt covenants are satisfied subject to completion of documentation of a restructuring agreement with one of our banks.”


Second Quarter 2016 Results:

For the second quarter of 2016, the Company reported total net revenues of $7.3 million representing a 22.3% decrease over total net revenues of $9.4 million during the second quarter of 2015. The Company reported net loss for the period of $19.2 million and a net loss attributable to common shareholders of $19.6 million, compared to $3.3 million and $3.7 million respectively for the second quarter of 2015. The results for the second quarter of 2016 include a $0.1 million unrealized loss on derivatives, a $0.01 million realized loss on derivatives, a $0.01 million gain on sale of a vessel, a $1.4 million loss on termination of new building vessel contract and a $14.0 million impairment charge on investment in joint venture, as compared to $0.1 million unrealized gain on derivatives, a $0.1 million realized loss on derivatives for the same period of 2015. Drydocking expenses amounted to $1.2 million during the second quarter of the year 2016 as one vessels underwent drydock compared to three vessels that underwent in-water surveys (in lieu of drydock) during the second quarter of 2015 for a total amount of $0.4 million. Depreciation expenses for the second quarter of 2016 were $2.2 million compared to $2.9 million during the same period of 2015.  On average, 11.4 vessels were owned and operated during the second quarter of 2016 earning an average time charter equivalent rate of $7,373 per day compared to 15.0 vessels in the same period of 2015 earning on average $7,127 per day.  


Adjusted EBITDA for the second quarter of 2016 was $(0.9) million compared to $(0.1) million achieved during the second quarter of 2015. Please see below for Adjusted EBITDA reconciliation to net loss and cash flow provided by operating activities.


Basic and diluted loss per share attributable to common shareholders for the second quarter of 2016 was $2.42 calculated on 8,104,860 basic and diluted weighted average number of shares outstanding, compared to basic and diluted loss per share of $0.64 for the second quarter of /2015, calculated on 5,784,025 basic and diluted weighted average number of shares outstanding.  


Excluding the effect on the loss attributable to common shareholders for the quarter of the unrealized loss on derivatives and the realized loss on derivatives the loss on the termination of the newbuilding contract and the impairment charge on the investment in joint venture, the adjusted net loss per share attributable to common shareholders for the quarter ended June 30, 2016 would have been $0.51 per share basic and diluted compared to net loss of $0.65 per share basic and diluted for the quarter ended June 30, 2015. Usually, security analysts do not include the above items in their published estimates of earnings per share.


First Half 2016 Results:

For the first half of 2016, the Company reported total net revenues of $13.9 million representing a 21.0% decrease over total net revenues of $17.6 million during the first half of 2015, as a result of the decreased average number of vessels. The Company reported a net loss for the period of $22.0 million and a net loss attributable to common shareholders of $22.9 million, as compared to net loss of $8.7 million and $9.5 million respectively, for the first half of 2015. The results for the first half of 2016 include a $0.2 unrealized loss on derivatives, a $0.1 million realized loss on derivatives, a $0.01 million gain on sale of a vessel, a $1.4 million loss on termination of a new building vessel contract and a $14.0 million impairment charge on investment in joint venture, as compared to $0.04 million unrealized loss on derivatives, a $0.1 million realized loss on derivatives for the same period of 2015. Depreciation expenses for the first half of 2016 were $4.4 million compared to $5.8 million during the same period of 2015.  On average, 11.5 vessels were owned and operated during the first half of 2016 earning an average time charter equivalent rate of $6,967 per day compared to 15.0 vessels in the same period of 2015 earning on average $6,823 per day.  


Adjusted EBITDA for the first half of 2016 was $(1.0) million compared to $(1.9) million achieved during the first half of 2015. Please see below for Adjusted EBITDA reconciliation to net loss and cash flow provided by operating activities.


Basic and diluted loss per share attributable to common shareholders for the first half of 2016 was $2.82, calculated on 8,104,860 basic and diluted weighted average number of shares outstanding compared to basic and diluted loss per share of $1.64 for the first half of 2015, calculated on 5,784,025 basic and diluted weighted average number of shares outstanding.  


Excluding the effect on the loss attributable to common shareholders for the first half of 2016 of the unrealized loss on derivatives, realized loss on derivatives, the loss on the termination of the newbuilding contract and the impairment charge on the investment in joint venture, the adjusted net loss per share attributable to common shareholders for the six-month period ended June 30, 2016 would have been $0.89 compared to loss of $1.62 per share basic and diluted for the same period in 2015. 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

 

 

 

 

 

 

Vessels in the water

 

 

 

 

 

 

XENIA

Kamsarmax

82,000

 

2016

TC 'till Jan-2020
+ 1 year in Charterers Option

$14,100
$14,350

EIRINI P

Panamax

76,466

 

2004

TC 'till Jan-17

Hire 104%
of Average
BPI*** 4TC

PANTELIS

Panamax

74,020

 

2000

TC 'till Sep-16

Hire 100.5%
of Average
BPI*** 4TC

ELENI P

Panamax

72,119

 

1997

Open

 

MONICA P

Handymax

46,667

 

1998

TC ‘til Sep-16

$4,000

Vessels under construction(*)

 

 

 

 

 

 

Hull Number YZJ 1153

Kamsarmax

82,000

 

2018

N/A

 

Hull Number DY 161**

Ultramax

63,500

 

2016

N/A

 

Total Dry Bulk Vessels


7

496,772

 


 

 


Container Carriers

 

 

 

 

 

 

EVRIDIKI G

Intermediate

34,677

2,556

2001

TC 'till Mar-18

$11,000

AGGELIKI P

Intermediate

30,360

2,008

1998

TC 'till Jan-17 +
6 months Option

$7,000
$9,000

VENTO DI GRECALE

Handy size

22,301

1,732

1999

TC 'till Aug-16

$7,250

MANOLIS P

Handy size

20,346

1,452

1995

TC 'till Feb-17

$6,800

NINOS

Feeder

18,253

1,169

1990

TC ‘til Oct-16

$7,000

KUO HSIUNG

Feeder

18,154

1,169

1993

TC ‘til Oct-16

$6,900


Total Container Carriers

6

144,091

10,086

 

 

 

Fleet Grand Total

13

640,863

10,086

 

 

 

Note:  

(*)  

Hull Number DY 161 is due to be delivered in the third quarter of 2016 but it is facing construction delays. Contract for the construction of ALEXANDROS P (DY 160) was cancelled due to excessive construction delays. The Company has demanded the return of its progress payments and other expenses as specified in the newbuilding contract and secured by refund guaranties. The parties have referred the matter to arbitration.

(**)

Hull Number YZJ 1153 is due to be delivered in the first quarter of 2018.

(***) 

BPI is the Baltic Panamax Index. 


Summary Fleet Data:


 

3 months, ended

June 30, 2015

3 months, ended

June 30, 2016

6 months, ended  

June 30, 2015

6 months, ended  

June 30, 2016

FLEET DATA

 

 

 

 

Average number of vessels (1)

15.00

11.44

15.00

11.49

Calendar days for fleet (2)

1,365

1,041.0

2,715

2,091.0

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

20.48

31.3

47.08

31.3

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

1,345

1,009.7

2,668

2,059.7

Commercial off-hire days (5)

21.14

28.7

91.14

94.9

Operational off-hire days (6)

1.92

7.5

3.62

7.5

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

1,321

973.5

2,573

1,957.3

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

98.3%

96.4%

96.4%

95.0%

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

98.4%

97.2%

96.6%

95.4%

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

99.9%

99.3%

99.9%

99.6%

 

 

 

 

 

AVERAGE DAILY RESULTS

 

 

 

 

Time charter equivalent rate (11)

7,127

7,373

6,823

6,967

Vessel operating expenses excl. drydocking expenses (12)

5,563

5,179

5,711

5,203

General and administrative expenses (13)

582

886

631

894

Total vessel operating expenses (14)

6,145

6,065

6,342

6,097

Drydocking expenses (15)

324

1,128

365

561


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

(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. We use available days to measure the number of days in a period during which vessels were available to generate revenues. 


(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. We use 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. We use 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 days 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 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. 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 have 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:

Later today, Thursday, August 11, 2016 at 9:30 a.m. Eastern Time, 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 (from outside the US). Please quote "Euroseas". 


A replay of the conference call will be available until Thursday, August 18, 2016. The United States replay number is 1(866) 247-4222; from the UK 0(800) 953-1533; the standard international replay number is (+44) (0) 1452 550 000 and the access code required for the replay is: 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 Second Quarter 2016 results in PDF format will also be available 10 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.

Unaudited Consolidated Condensed Statements of Operations

(All amounts expressed in U.S. Dollars – except number of shares)


 

Three Months Ended
June 30,

Three Months Ended
June 30,

Six Months Ended
June 30,

Six Months Ended
June 30,

 

2015

2016

2015

2016

 

(unaudited)

(unaudited)

Revenues

 

 

 

 

Voyage revenue

9,846,372

7,688,414

18,474,782

14,544,476

Related party revenue

60,000

60,000

120,000

120,000

Commissions

(537,786)

(410,503)

(1,044,290)

(778,714)


Net revenues

9,368,586


7,337,911

17,550,492

13,885,762

   

 

 

 

 

Operating expenses

 

 

 

 

Voyage expenses

432,570

510,160

918,433

907,725

Vessel operating expenses

6,545,949

4,600,817

13,384,584

9,295,507

Drydocking expenses

442,758

1,173,833

989,309

1,173,833

Depreciation

2,890,476

2,247,066

5,780,952

4,381,540

                          Management fees

1,047,540

790,189

2,122,035

1,584,385

Gain on vessel sale

-

(10,597)

-

(10,597)

Loss on termination of newbuilding contract


-


1,448,268


-


1,448,268

Other general and administrative expenses


794,144


922,045


1,712,085


1,869,221

Total operating expenses

12,153,437

11,681,781

24,907,398

20,649,882

 

 

 

 

 

Operating loss

(2,784,851)

(4,343,870)

(7,356,906)

(6,764,120)

 

 

 

 

 

Other income/(expenses)

 

 

 

 

Interest and finance cost

(363,848)

(540,618)

(849,384)

(915,774)

Gain / (loss) on derivatives, net

38,539

(65,243)

(165,272)

(264,887)

Other investment income

282,625

341,571

565,250

683,141

Foreign exchange gain / (loss)

(2,188)

(20,347)

33,462

(27,132)

Interest income

4,233

4,570

22,205

9,605

Other (expenses) / income, net

(40,639)

(280,067)

(393,739)

(515,047)

Equity loss and impairment of investment in joint venture

(476,658)

(14,566,842)

(955,540)

(14,752,556)

Net loss

(3,302,148)

(19,190,779)

(8,706,185)

(22,031,723)

Dividend Series B Preferred shares

(406,773)

(426,333)

(808,524)

(847,417)

Net loss attributable to common shareholders

(3,708,921)

(19,617,112)

(9,514,709)

(22,879,140)

Loss per share, basic and diluted

(0.64)

(2.42)

(1.64)

(2.82)

Weighted average number of shares, basic and diluted

5,784,025

8,104,860

5,784,025

8,104,860



Euroseas Ltd.

Unaudited Consolidated Condensed Balance Sheets

(All amounts expressed in U.S. Dollars – except number of shares)


 

December 31,
         2015

June 30,

2016

 

 

 

ASSETS

(unaudited)

Current Assets:

 

 

    Cash and cash equivalents

8,715,636

1,326,921

    Trade accounts receivable

1,408,272

1,226,307

    Other receivables, net

1,231,391

1,055,135

    Inventories

1,464,940

902,344

    Restricted cash

5,916,743

4,292,172

    Prepaid expenses

175,506

228,715

    Vessels held for sale

2,671,811

-

Total current assets

21,584,299

9,031,594

 

 

 

Fixed assets:

 

 

    Vessels, net

88,957,752

113,771,383

    Advances for vessels under construction

32,701,867

13,585,428

Long-term assets:

 

 

    Restricted cash

4,550,000

7,250,000

    Other receivables

-

8,587,944

    Deferred charges, net

418,034

745,313

    Other Investments

7,396,738

8,079,879

    Investment in joint venture

16,515,701

1,763,146

Total long-term assets

150,540,092

153,783,093

Total assets

172,124,391

162,814,687

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

    Long term debt, current portion

14,685,766

10,969,351

    Trade accounts payable

1,394,874

2,092,785

    Accrued expenses

1,203,070

1,084,234

    Liabilities from assets held from sale

1,122,208

-

    Deferred revenue

462,124

613,020

    Due to related company

322,703

107,242

    Derivatives

50,402

32,111

Total current liabilities

19,241,147

14,898,743

 

 

 

Long-term liabilities:

 

 

    Long term debt, net of current portion

25,552,702

42,281,995

    Derivatives

202,700

402,698

Total long-term liabilities

25,755,402

42,684,693

Total liabilities

44,996,549

57,583,436

 

 

 

Mezzanine equity:

 Series B Preferred shares (par value $0.01, 20,000,000 preferred shares authorized, 33,779 and 34,627 shares issued and outstanding, respectively)





32,079,249

32,926,666

 

 

 

Shareholders' equity:

 

 

 

Common stock (par value $0.03, 200,000,000 shares authorized, 8,195,760 and 8,195,760 issued and outstanding)

                 

245,873

               

 245,873

     

 

  Additional paid-in capital

278,833,156

278,968,287

  Accumulated deficit

(184,030,436)

(206,909,575)

 

 Total shareholders' equity

95,048,593

72,304,585

 Total liabilities and shareholders' equity

172,124,391

162,814,687

 

 

 


Euroseas Ltd.

Unaudited Consolidated Condensed Statements of Cash Flows

 (All amounts expressed in U.S. Dollars)




 Six Months Ended June 30,

 Six Months Ended June 30,

 2015

 2016

 



Cash flows from operating activities:

 

Net loss

(8,706,185)

(22,031,723)

Adjustments to reconcile net loss to net cash (used in) / provided by operating activities:



Depreciation of vessels

         5,780,952

         4,381,540

Amortization of deferred charges

75,052

128,103

Share-based compensation

222,068

140,131

Loss on termination of newbuilding contract

-

1,448,268

Equity loss and impairment of investment in joint venture

-

14,752,556

Gain on sale of a vessel

-

(10,597)

Unrealized (gain) / loss on derivatives

35,945

181,707

Other investment income accrued

(565,250)

(683,141)

Changes in operating assets and liabilities

1,406,873

1,721,218

Net cash (used in) / provided by operating activities

(795,005)

28,062

 



Cash flows from investing activities:



Vessel acquisition and advances for vessels under construction


(6,741,203)


(23,080,296)

Proceeds from sale of a vessel

-

4,196,268

Change in restricted cash

2,502,131

(1,075,429)

Net cash used in investing activities

(4,239,072)

(19,959,457)

 



Cash flows from financing activities:



Loan fees paid

(245,300)

(602,818)

Offering expenses paid

(28,282)

(47,377)

Proceeds from long term debt

5,000,000

28,300,000

Repayment of long-term debt

(9,436,000)

(15,107,125)

Net cash (used in) / provided by financing activities

(4,709,582)

12,542,680

 



Net decrease in cash and cash equivalents

(9,743,659)

(7,388,715)

Cash and cash equivalents at beginning of period

25,411,420

8,715,636

Cash and cash equivalents at end of period

15,667,761

1,326,921



Euroseas Ltd.

Reconciliation of Adjusted EBITDA to

Net loss and Cash Flow Provided By (Used In) Operating Activities

(All amounts expressed in U.S. Dollars)


 

Three Months Ended

June 30, 2015

Three Months Ended

June 30, 2016

Six Months Ended

June 30, 2015

Six Months Ended

June 30, 2016


Net loss

(3,302,148)

(19,190,779)

(8,706,185)

(22,031,723)

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

359,615

536,048

827,179

906,169

Depreciation

2,890,476

2,247,066

5,780,952

4,381,540

Loss on termination of newbuilding contract

-

1,448,268

-

1,448,268

Impairment of investment in joint venture

-

14,000,000

-

14,000,000

Gain on sale of a vessel

-

(10,597)

-

(10,597)

Unrealized and realized loss / (gain) on derivatives, net

(38,539)

65,243

165,272

264,887


Adjusted EBITDA

(90,596)

(904,751)

(1,932,782)

(1,041,456)


 

Three Months Ended

June 30,  2015

Three Months Ended

June 30,  2016

Six Months Ended

June 30,  2015

Six Months Ended

June 30,  2016

Net cash flow provided by / (used in) operating activities

666,233

(346,026)

(795,005)

28,062

Changes in operating assets / liabilities

(818,501)

(777,323)

(1,406,873)

(1,721,218)

Loss on  derivatives (realized)

50,845

13,197

129,327

83,180

Equity (loss) / gain in joint venture and Other investment income, net

(194,033)

(225,271)

(390,290)

(69,415)

Share-based compensation

(117,229)

(71,714)

(222,068)

(140,131)

Interest, net

322,089

502,386

752,127

778,066


Adjusted EBITDA

(90,596)

(904,751)

(1,932,782)

(1,041,456)


Adjusted EBITDA Reconciliation: 

Euroseas Ltd. considers Adjusted EBITDA to represent net earnings / (loss) before interest, income taxes, depreciation, amortization, gain / loss in derivatives and loss on termination of a newbuilding contract and impairment of investment in joint venture. Adjusted EBITDA does not represent and should not be considered as an alternative to net income /(loss) or cash flow from operations, as determined by United States generally accepted accounting principles, or U.S. GAAP, and the Company's 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 the Company assesses its financial performance and liquidity position and because the Company believes 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 loss to Adjusted net loss

(All amounts expressed in U.S. Dollars – except share data and number of shares)


 


Three Months Ended

June 30, 2015


Three Months Ended

June 30, 2016


Six Months Ended

June 30, 2015


Six Months Ended

June 30, 2016

Net loss

(3,302,148)

(19,190,779)

(8,706,185)

(22,031,723)

Unrealized (gain) / loss on derivatives

(89,384)

52,046

35,945

181,707

Realized loss on derivatives

50,845

13,197

129,327

83,180

Gain on sale of a vessel

-

(10,597)

-

(10,597)

Loss on termination of newbuilding contract

-

1,448,268

-

1,448,268

Impairment of investment in joint venture

 

14,000,000

 

14,000,000

Adjusted net loss

(3,340,687)

(3,687,865)

(8,540,913)

(6,329,165)

Preferred dividends

(406,773)

(426,333)

(808,524)

(847,417)


Adjusted net loss attributable to common shareholders

(3,747,460)

(4,114,198)

(9,349,437)

(7,176,582)


Adjusted net loss per share, basic and diluted

(0.65)

(0.51)

(1.62)

(0.89)


Weighted average number of shares, basic and diluted

5,784,025

8,104,860

5,784,025

8,104,860


“Adjusted net loss” and “Adjusted net loss per share” Reconciliation:


Euroseas Ltd. considers “Adjusted net loss” to represent net loss before gain / loss on derivatives, loss on termination of new building contract and gain on sale of a vessel. “Adjusted net loss” and “Adjusted net loss per share” is included herein because we believe it assists our management and investors by increasing the comparability of the Company's fundamental performance from period to period by excluding the potentially disparate effects between periods of gain / loss on derivatives, loss on termination of new building contract and gain on sale of a vessel, which items may significantly affect results of operations between periods.


“Adjusted Net loss” and “Adjusted net loss per share” do not represent and should not be considered as an alternative to net loss or loss per share, as determined by U.S. GAAP, The Company's definition of “Adjusted net loss” and “Adjusted net loss per share” may not be the same as that used by other companies in the shipping or other industries.

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 9001:2008 certified affiliated ship management company and Eurobulk (FE) Ltd. Inc., also an affiliated ship management company, which are 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 11 vessels, including 3 Panamax drybulk carriers, 1 Handymax drybulk carrier and 1 Kamsarmax drybulk carrier, 2 Intermediate containership, 2 Handysize containerships, 2 Feeder containerships. Euroseas 5 drybulk carriers have a total cargo capacity of 351,272 dwt, its 6 containerships have a cargo capacity of 10,086 teu. The Company has also signed contracts for the construction of one Ultramax (63,500 dwt) fuel efficient drybulk carriers and one extra Kamsarmax (82,000 dwt) fuel efficient drybulk carrier. Including the two new-buildings, the total cargo capacity of the Company's drybulk vessels will be 496,772 dwt. 


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.

 

 

 

 

 

 

 

Dated:  August 11, 2016

By:

/s/ Dr. Anastasios Aslidis

 

 

Name:  

Dr. Anastasios Aslidis

 

 

Title:

Chief Financial Officer and Treasurer