ATHENS, Greece, Nov. 5, 2014 /PRNewswire/ -- Box Ships Inc. (NYSE: TEU) (the "Company"), a global shipping company specializing in the seaborne transportation of containers, announced today its results for the third quarter and nine months ended September 30, 2014.



                                  Three Months       Nine Months Ended
                                Ended September        September 30,
                                     30,
                             ----------------     ------------------

    Financial Highlights         2013        2014       2013         2014

    (Expressed in thousands
     of U.S. Dollars, except
     per share data)
    ------------------------

    Time charter revenues     $18,258     $11,767    $54,056      $39,149

    Amortization of above/
     below market time
     charters                   1,424       1,155      4,035        3,597
    ----------------------      -----       -----      -----        -----

    Time charter revenues,
     adjusted(1)              $19,682     $12,922    $58,091      $42,746
    ----------------------    -------     -------    -------      -------


    EBITDA(2)                 $10,711     $11,239    $29,931      $21,589

    Adjusted EBITDA(2)        $12,910      $6,306    $36,257      $20,136


    Net Income                 $4,843      $5,649    $12,291       $4,805

    Adjusted Net Income(2)     $7,042        $716    $18,617       $3,352


    Earnings per common
     share (EPS), basic         $0.10       $0.17      $0.37        $0.11

    Earnings per common
     share (EPS), diluted       $0.10       $0.17      $0.36        $0.11

    Adjusted Earnings per
     common share, basic(2)     $0.27       $0.01      $0.73        $0.06

    Adjusted Earnings per
     common share,
     diluted(2)                 $0.26       $0.01      $0.65        $0.06
    ---------------------       -----       -----      -----        -----


    1 Time charter revenues, adjusted,
     is not a recognized measurement
     under generally accepted accounting
     principles in the United States of
     America ("U.S. GAAP" or "GAAP"). We
     believe that the presentation of
     Time charter revenues, adjusted is
     useful to investors because it
     presents the charter revenues
     recognized in the relevant period
     based on the contracted charter
     rates, excluding the amortization
     of above/below market time
     charters attached to vessels
     acquired. Please refer to the
     definition and reconciliation of
     this measurement to the most
     directly comparable financial
     measure calculated and presented in
     accordance with U.S. GAAP at the
     back of this release.


    (2) EBITDA, Adjusted EBITDA,
     Adjusted Net Income and Adjusted
     Earnings /(Loss) per common share
     ("Adjusted EPS") are not recognized
     measurements under GAAP. Please
     refer to the definitions and
     reconciliation of these
     measurements to the most directly
     comparable financial measures
     calculated and presented in
     accordance with U.S. GAAP at the
     back of this release.

Mr. Michael Bodouroglou, Chairman, President and Chief Executive Officer of Box Ships Inc., commented:

"During the third quarter, we reported adjusted revenues of $12.9 million, down 34% from $19.7 million in the third quarter of 2013 due to the lower time charter rates our vessels earned year over year, and reported a net income of $5.6 million, or $0.17 per share. Our adjusted net income decreased to $716 thousand in the third quarter of 2014 from $7.0 million in the prior year period.

"Since early last year, we have been working with our lenders to ensure the liquidity and the flexibility of the Company during this continued downturn. In that respect, we have recently agreed with two of our lenders to waive certain key covenants and/or significantly reduce our quarterly debt amortization profile until the second quarter of 2016, thereby reducing our cash flow breakeven and easing covenant compliance going forward. This leaves only one remaining lender we have yet to reach an agreement with. We are in continued discussions with this lender to modify our debt amortization profile and waive certain covenants, which have lasted longer than expected. Although we still believe we will reach an agreement, we cannot be certain it will occur. In any case, we believe Box Ships is well positioned to weather a low charter rate environment until charter rates improve as expected into 2015."

Results of Operations

Three months ended September 30, 2014 compared to three months ended September 30, 2013

During the third quarter of 2014, we operated an average of 9 vessels. Our Net Income and Adjusted Net Income during the third quarter of 2014 was $5.6 million and $0.7 million, respectively, resulting in basic and diluted earnings per share of $0.17 and basic and diluted adjusted earnings per share of $0.01. EBITDA and Adjusted EBITDA for the third quarter of 2014 was $11.2 million and $6.3 million, respectively.

During the third quarter of 2013, we operated an average of 9 vessels. Our Net Income and Adjusted Net Income during the third quarter of 2013 was $4.8 million and $7.0 million, respectively, resulting in basic earnings per share of $0.10 and basic adjusted earnings per share of $0.27. EBITDA and Adjusted EBITDA for the third quarter of 2013 was $10.7 million and $12.9 million, respectively.

Net revenues

Net revenues represent charter hire earned, net of commissions. During the third quarter of 2014 and 2013, our vessels operated a total of 827 and 828 days, respectively, out of a total of 828 calendar days in both periods. Currently, all vessels in our fleet are employed under fixed rate time charters, having an average weighted remaining charter duration of 9 months (weighted by aggregate contracted charter hire). The Company reported net revenues for the third quarter of 2014 of $11.5 million, a decrease of 36% compared to $17.9 million in the third quarter of 2013. This decrease is mainly due to the re-chartering of the Box Queen in January 2014 at a daily rate of $6,100, compared to $28,000 per day that the vessel was earning during the third quarter of 2013, the re-chartering of each of the CMA CGM Kingfish and CMA CGM Marlin in March 2014 at a daily rate of $7,000 and the extension of their charters in September 2014 at a daily rate of $9,500, compared to $23,000 per day that each of these vessels was earning during the third quarter of 2013 and the re-chartering of the MSC Emma in July 2014 at a daily rate of $9,450, compared to $28,500 per day that the vessel was earning during the third quarter of 2013. Our net revenues are also net of the amortization of above/below market time charters, which decreased our revenues and net income for the third quarter of 2014 and 2013 by $1.2 million and $1.4 million, respectively, or $0.04 and $0.06 per common share, respectively. Our average time charter equivalent rate, or TCE rate, for the third quarter of 2014 was $13,352 per vessel per day, which was 36% below our average TCE rate of $20,894 per vessel per day during the third quarter of 2013, mainly due to the reasons outlined above. Our adjusted TCE rate was $14,748 per vessel per day in the third quarter of 2014, 35% lower than our adjusted TCE of $22,613 for the third quarter of 2013. TCE rate is not a recognized measurement under GAAP. Please see the table at the back of this release for a reconciliation of TCE rates to time charter revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses

Voyage expenses for the third quarter of 2014 and 2013 amounted to $0.4 million and $0.6 million, respectively. Voyage expenses for the third quarter of 2014 related mainly to war risk insurance costs, whereas voyage expenses for the third quarter of 2013 included approximately $0.3 million, relating to war risk insurance costs and $0.3 million, relating to other crew costs reimbursable by the charterers.

Vessels operating expenses

Vessels operating expenses including the amortization of other intangible assets for each of the third quarters of 2014 and 2013 amounted to $4.3 million, or $4.0 million, on an adjusted basis to exclude the amortization of other intangible assets. On average, our vessels' operating expenses for the third quarter of 2014 were relatively unchanged year over year at $5,224 per vessel per day, or $4,903 per vessel per day on an adjusted basis, compared to $5,197 per vessel per day, in the third quarter of 2013, or $4,876 per vessel per day on an adjusted basis. The amortization of other intangible assets for each of the third quarters of 2014 and 2013 amounted to $0.3 million.

Management fees charged by a related party

Management fees charged by Allseas Marine S.A. (our "Manager" or "Allseas") for each of the third quarters of 2014 and 2013 were $0.7 million, or $867 (EUR646.99) per vessel per day, and $847 (EUR643.77) per vessel per day, respectively. Management fees charged by a related party represent fees for management and technical services in accordance with our management agreements and are adjusted annually in accordance with the official Eurozone inflation rate. This fee is charged on a daily basis per vessel and is affected by the number of vessels in our fleet, the number of calendar days during the period, the official Eurozone inflation rate and the U.S. Dollar/Euro exchange rate at the beginning of each month.

Depreciation

Depreciation for our fleet for each of the third quarters of 2014 and 2013 was $3.8 million.

General and administrative expenses

General and administrative ("G&A") expenses for each of the third quarters of 2014 and 2013 were $1.5 million, or $1,810 and $1,849 per vessel per day, respectively.

Interest and finance costs

Interest and finance costs amounted to $1.8 million and $2.1 million for the third quarter of 2014 and 2013, respectively. This decrease in interest and finance costs is due to the decrease in our average borrowings outstanding period over period.

Gain from debt extinguishment

Following the early repayment of our loan with Commerzbank AG in July 2014, we recognized a gain of $6.4 million from debt extinguishment.

Fair value change of warrants

During the third quarter of 2014, we recognized a gain of $0.5 million, resulting from the valuation of the warrants issued in April 2014 and classified as a liability.



    UNAUDITED CONSOLIDATED CONDENSED CASH FLOW INFORMATION

    (Expressed in
     thousands of U.S.
     Dollars)

                                                    Nine Months Ended
                                                      September 30,
                                                   ------------------

                                                                   2013      2014
                                                                   ----      ----

    Net cash from
     Operating
     Activities                                                 $30,352   $15,915

    Net cash used in
     Financing
     Activities                                                (25,156) (22,269)
                                                                -------   -------

    Net increase /
     (decrease) in cash
     and cash
     equivalents                                                 $5,196  $(6,354)
                                                                 ======   =======

Net cash from Operating Activities

Net cash from Operating Activities for the nine months ended September 30, 2014 was $15.9 million. Our vessels generated positive cash flows from revenues, net of commissions, of $42.6 million, while we paid $26.7 million for expenses, of which $4.5 million relates to the payment of interest on our bank loans.

Net cash from Operating Activities for the nine months ended September 30, 2013 was $30.4 million. Our vessels generated positive cash flows from revenues, net of commissions, of $57.0 million, while we paid $26.6 million for expenses, of which $5.3 million related to the payment of interest on our bank loans and on our related party loan with Paragon Shipping Inc. ("Paragon Shipping").

Net cash used in Financing Activities

Net cash used in Financing Activities for the nine months ended September 30, 2014, was $22.3 million. On April 15, 2014, we completed the public offering and concurrent private placement of 5,500,000 Units, each consisting of one common share and one warrant to purchase 0.40 common shares (the "Units") at a public offering price of $2.05 per unit, resulting in net proceeds of $10.6 million in the aggregate, net of underwriting discounts, commissions and other offering costs of $0.7 million in the aggregate. During the nine months ended September 30, 2014, we repaid $31.3 million of our debt, paid financing costs of $0.1 million and made cash payments to our preferred shareholders of $1.5 million.

Net cash used in Financing Activities for the nine months ended September 30, 2013, was $25.2 million. On March 18, 2013, we completed the public offering and issuance of 4,000,000 of our common shares, resulting in net proceeds of $19.9 million, net of underwriting discounts, commissions and other offering costs of $1.1 million in the aggregate. On July 29, 2013, we completed the public offering and issuance of 558,333 shares of our 9.00% Series C Cumulative Redeemable Perpetual Preferred Shares (the "Series C Preferred Shares"), resulting in net proceeds of $12.8 million, net of underwriting discounts, commissions and other offering costs of $0.6 million in the aggregate. $19.7 million out of the net proceeds from the Series C Preferred Shares offering and our cash reserves were used to redeem and retire all of our outstanding Series B-1 Preferred Shares. During the nine months ended September 30, 2013, we repaid $25.0 million of our debt, paid financing costs of $0.2 million, made cash payments to our preferred shareholders of $1.5 million and paid dividends to common shareholders of $11.5 million.

Recent Developments:

On October 17, 2014 we signed a firm commitment with Credit Suisse for a $31.65 million senior secured term loan, to refinance the CMA CGM Marlin, the CMA CGM Kingfish, and finance the MSC Emma. As per the terms of the new senior secured term loan facility, the loan will be repaid in five quarterly installments starting in May 2016 through its maturity in May 2017 and bears interest at LIBOR plus a margin of 3%. In addition, the loan will contain customary financial and other covenants. We expect to finalize the documentation for this agreement in mid-November 2014, subject to customary closing conditions.

Liquidity:

In August 2014, we entered into supplemental agreements with ABN AMRO Bank and agreed to certain amendments in the asset cover ratio and certain financial covenants for the period from April 1, 2014 to June 29, 2015.

As of September 30, 2014, our cash and restricted cash (current and non-current) amounted to $18.2 million in aggregate, of which $10.0 million is considered restricted for minimum liquidity purposes under our loan agreements. As of September 30, 2014, we had total outstanding indebtedness of $141.9 million, of which $25.7 million is scheduled to be repaid in the forthcoming 12-month period, taking into consideration the new loan discussed above. $1.3 million has been repaid as of the date of this release. Furthermore, as of September 30, 2014, we were in compliance with the covenants contained in our loan agreements, with the exception of the Market Value Adjusted Net Worth covenant contained in one of our loan agreements as a result of the expiration of waiver on April 1, 2014, which will be cured upon signing of the new loan mentioned above. In addition, we are still in discussions with one remaining lender to modify our debt amortization profile and waive certain covenants, which have taken longer than expected. In anticipation of the final outcome, we have delayed the partial funding of the retention account we maintain with the lender, which is considered a breach of the loan agreement and the failure to remedy the breach constitutes an event of default under their interpretation of the loan agreement. We have been notified by the lender in question of such breach, but no action has been taken by the lender to date. In accordance with U.S. GAAP, unless we receive waivers for a period of more than one year after the balance sheet date or the loans are refinanced prior to the issuance of the consolidated financial statements, our total debt will be required to be presented as current. Even though to date no action has been taken by the lender, those breaches constitute an event of default and as a result of the cross default provisions included in our loan agreements, may result in the lenders accelerating or demanding immediate repayment of their loans. We believe that the lender will not demand payment of the loan before its scheduled maturity, provided that we continue to work towards an amicable solution. We have no borrowing capacity under our existing loan facilities and no capital commitments. We anticipate that our current financial resources, together with cash generated from operations will be sufficient to fund the operations of our current fleet, including our working capital requirements, for the next 12 months, assuming that the debt will not be accelerated by our lenders.

Preferred Stock Payments:

On October 1, 2014, we made a cash payment of $0.5 million with respect to our Series C Preferred Shares, for the period from July 1, 2014 through September 30, 2014. As of September 30, 2014, 916,333 Series C Preferred Shares were outstanding.

Cash payments on our Series C Preferred Shares accrue cumulatively at a rate of 9.00% per annum per $25.00 stated liquidation preference per Series C Preferred Share and are payable, when, as and if declared by the Board of Directors, on January 1, April 1, July 1 and October 1 of each year. Our ability to make cash payments will be subject, among other things, to the restrictions in our loan agreements, the provisions of Marshall Islands law and other factors to be considered by our Board of Directors.

Chartering Update and Strategy:

Pursuant to our chartering strategy, we focus on containerships with carrying capacities ranging from 1,700 TEU to 7,000 TEU employed on short- to medium-term time charters of one to five years with staggered maturities, which provide us with the benefit of stable cash flows from a diversified portfolio of charterers, while preserving the flexibility to capitalize on potentially rising rates when the current time charters expire. We may also, under certain circumstances, opportunistically employ our vessels on shorter-term charters or our vessels may operate on the spot market. Based on the earliest redelivery dates, the Company has secured under such contracts 39% of its fleet capacity for 2015. For future updates on the employment of our vessels, please visit the employment section of our website at www.box-ships.com/fleet-employment.php. The information contained on the Company's website does not constitute part of this press release.

Fleet List:

The following table provides additional information about our fleet as of November 5, 2014:




              Vessel Year Built    TEU                Charterer Daily Gross Charter
                                                                      Rate (1)         Charter Expiration (2) Notes
              ------ ----------    ---                ---------  -------------------   ---------------------  -----

    Box Voyager               2010       3,426 CNC                              $7,350 November 2014                   3

    Box Trader                2010       3,426 Hapag Lloyd                      $8,500 May 2015                        4

    CMA CGM
     Kingfish                 2007       5,095 CMA CGM                          $9,500 August 2015                  5, 9

    CMA CGM
     Marlin                   2007       5,095 CMA CGM                          $9,500 August 2015                  5, 9

    Box Queen
     (ex Maersk
     Diadema)                 2006       4,546 MSC                              $6,100 November 2014                   6

    Maule                     2010       6,589 CSAV Valparaiso                 $38,000 April 2016                      7

    MSC Emma                  2004       5,060 MSC                              $9,450 March 2015                   8, 9

    OOCL Hong
     Kong                     1995       5,344 OOCL                            $26,800 May 2015                        9

    OOCL China                1996       5,344 OOCL                            $26,800 June 2015                       9
                                        -----

    Total                              43,925
                                       ======

    Notes:
    ------

    1)                        Daily gross
                              charter
                              rates do not
                              reflect
                              commissions
                              payable by
                              us to third
                              party
                              chartering
                              brokers and
                              our Manager,
                              totaling
                              5.00% for
                              Box Queen,
                              4.75% for
                              Box Voyager,
                              CMA CGM
                              Kingfish and
                              CMA CGM
                              Marlin,
                              1.25% for
                              each of OOCL
                              Hong Kong
                              and OOCL
                              China, and
                              2.50% for
                              each of the
                              other
                              vessels in
                              our fleet,
                              including,
                              in each
                              case, 1.25%
                              to Allseas.

    2)                        Based on the
                              earliest
                              redelivery
                              date, with
                              the
                              exception of
                              Box Voyager
                              and Box
                              Queen, for
                              which the
                              charter
                              expiration
                              refers to
                              the latest
                              redelivery
                              date.

    3)                        The
                              employment
                              was extended
                              for a period
                              of six to
                              eight months
                              and
                              commenced in
                              March 2014.

    4)                        The
                              employment
                              was extended
                              until
                              earliest May
                              2015 or
                              latest
                              August 2015
                              and
                              commenced on
                              October 1,
                              2014.

    5)                        The
                              employment
                              was extended
                              for a period
                              of twelve
                              months and
                              commenced on
                              September 1,
                              2014.

    6)                        The vessel
                              will be
                              redelivered
                              from its
                              charterer on
                              or about
                              November 15,
                              2014.

    7)                        The charterer
                              has the
                              option to
                              increase or
                              decrease the
                              term of the
                              charter by
                              30 days. The
                              charterer
                              also has the
                              option to
                              purchase the
                              vessel upon
                              expiration
                              of the
                              charter,
                              provided
                              that the
                              option is
                              exercised at
                              least six
                              months prior
                              to the
                              expiration
                              of the term
                              of the
                              charter, for
                              a purchase
                              price of
                              $57.0
                              million,
                              less a 0.5%
                              purchase
                              commission
                              payable to
                              parties
                              unaffiliated
                              to us.

    8)                        The
                              employment
                              is for a
                              period of
                              nine months
                              and
                              commenced in
                              July 2014.

    9)                        The charterer
                              has the
                              option to
                              increase or
                              decrease the
                              term of the
                              charter by
                              30 days.

Conference Call and Webcast details:

The Company's management will host a conference call to discuss its third quarter and nine months ended September 30, 2014 results on November 6, 2014 at 8:00 am ET.

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: +1-877-300-8521 (USA) or +1-412-317-6026 (international).

A replay of the conference call will be available for seven days and can be accessed by dialing +1-877-870-5176 (domestic) and +1-858-384-5517 (international) and using passcode 10055398.

There will also be a simultaneous live webcast over the Internet, through the Company's website (www.box-ships.com). Participants in the live webcast should register on the website approximately 15 minutes prior to the start of the webcast.

About Box Ships Inc.:

Box Ships Inc. is an Athens, Greece-based international shipping company specializing in the transportation of containers. The Company's current fleet consists of nine containerships with a total carrying capacity of 43,925 TEU and a TEU weighted average age of 9.8 years. The Company's common shares and Series C Preferred Shares trade on the New York Stock Exchange under the symbols "TEU" and "TEUPRC", respectively.

Cautionary Statement Regarding Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for container shipping capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.

Contacts:

Box Ships Inc.
Robert Perri, CFA
Chief Financial Officer
Tel. +30 (210) 8914600
E-mail: ir@box-ships.com

Investor Relations / Media
Allen & Caron Inc.
Michael Mason (Investors)
Tel. +1 (212) 691-8087
E-mail: michaelm@allencaron.com

Len Hall (Media)
Tel. +1 (949) 474-4300
E-mail: len@allencaron.com

- Tables Follow -




    SUMMARY FLEET                         Three Months Ended      Nine Months Ended
     INFORMATION                            September 30,           September 30,
    -------------                         ------------------   -----------------

                       2013                 2014          2013       2014
                       ----                 ----          ----       ----

    FLEET DATA
    ----------

    Average number of
     vessels (1)                            9.00          9.00       9.00          9.00

    Calendar days for
     fleet (2)                               828           828      2,457         2,457

    Less:

    Scheduled off-hire                         -            -        19            42

    Unscheduled off-hire                       -            1         13            16

    Operating days for
     fleet (3)                               828           827      2,425         2,399

    Fleet utilization (4)                   100%        99.9%     98.7%        97.6%

    AVERAGE DAILY RESULTS

    (Expressed in United States Dollars)
    -----------------------------------

    Time charter
     equivalent (5)                      $20,894       $13,352    $20,989       $15,435

    Vessel operating
     expenses (6)                         $5,197        $5,224     $5,430        $5,576

    Management fees
     charged by a related
     party (7)                              $847          $867       $839          $878

    General and
     administrative
     expenses (8)                         $1,849        $1,810     $1,848        $1,891

    Total vessel operating
     expenses (9)                         $7,893        $7,901     $8,117        $8,345
    ----------------------                ------        ------     ------        ------



    (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 the period.

    (2)              Calendar days are the total days
                     we possessed the vessels in our
                     fleet for the relevant period.

    (3)              Operating days for the fleet are
                     the total calendar days the
                     vessels were in our possession
                     for the relevant period after
                     subtracting off-hire days for
                     scheduled dry-dockings or
                     special or intermediate surveys
                     and unscheduled off-hire days
                     associated with repairs and
                     other operational matters. Any
                     idle days relating to the days a
                     vessel remains unemployed are
                     included in unscheduled off-
                     hire days.

    (4)              Fleet utilization is the
                     percentage of time that our
                     vessels were able to generate
                     revenues and is determined by
                     dividing operating days by fleet
                     calendar days for the relevant
                     period.

    (5)              Time charter equivalent ("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 time
                     charter revenues, net of
                     commissions and voyage expenses
                     by operating days for the
                     relevant time period. Voyage
                     expenses primarily consist of
                     extra war risk insurance, port,
                     canal, fuel costs and other crew
                     costs reimbursable by the
                     charterers that are unique to a
                     particular voyage and bunkers
                     consumed during the periods that
                     vessels are in between
                     employment. TCE is a non-GAAP
                     standard shipping industry
                     performance measure used
                     primarily to compare daily
                     earnings generated by vessels
                     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.

    (6)              Daily vessel operating expenses,
                     which includes crew costs,
                     provisions, deck and engine
                     stores, lubricating oil,
                     insurance, other than extra war
                     risk insurance, maintenance,
                     repairs and amortization of
                     intangibles, is calculated by
                     dividing vessel operating
                     expenses by fleet calendar days
                     for the relevant time period.

                    Daily management fees are
                     calculated by dividing
                     management fees charged by a
                     related party by fleet calendar
                     days for the relevant time
    (7)              period.

    (8)              Daily general and administrative
                     expenses are calculated by
                     dividing general and
                     administrative expense by fleet
                     calendar days for the relevant
                     time period.

    (9)              Total vessel operating expenses
                     ("TVOE") are a measurement of
                     our total expenses, excluding
                     dry-docking expenses,
                     associated with operating our
                     vessels. TVOE is the sum of
                     vessel operating expenses,
                     management fees and general and
                     administrative expenses. Daily
                     TVOE is calculated by dividing
                     TVOE by fleet calendar days for
                     the relevant time period.

    Time Charter           Three Months Ended       Nine Months Ended
     Equivalent              September 30,            September 30,
     Reconciliation

    (Expressed in
     thousands of U.S.
     Dollars, except
     days and daily
     results)
    ------------------

                     2013    2014           2013      2014
                     ----    ----           ----      ----

    Time Charter
     Revenues             $18,258        $11,767   $54,056        $39,149

    Commissions             (377)         (316)  (1,110)         (980)

    Voyage Expenses         (581)         (409)  (2,048)       (1,142)

    Total Revenue, net
     of voyage expenses   $17,300        $11,042   $50,898        $37,027
    -------------------   -------        -------   -------        -------

    Plus: Amortization
     of above/below
     market time
     charters               1,424          1,155     4,035          3,597
    ------------------      -----          -----     -----          -----

    Total Revenue, net
     of voyage expenses,
     adjusted             $18,724        $12,197   $54,933        $40,624
    --------------------  -------        -------   -------        -------

    Total operating days      828            827     2,425          2,399
    --------------------      ---            ---     -----          -----

    Time Charter
     Equivalent           $20,894        $13,352   $20,989        $15,435
    ------------          -------        -------   -------        -------

    Time Charter
     Equivalent,
     adjusted (10)        $22,613        $14,748   $22,653        $16,934
    --------------        -------        -------   -------        -------

    (10)                Time charter equivalent, adjusted
                        ("TCE adjusted"), is a non-GAAP
                        measure and is determined by
                        dividing time charter revenues,
                        net of commissions, voyage
                        expenses and amortization of
                        above/below market time
                        charters attached to the vessels
                        acquired, by operating days for
                        the relevant time period. Voyage
                        expenses primarily consist of
                        extra war risk insurance, port,
                        canal, fuel costs and other crew
                        costs reimbursable by the
                        charterers that are unique to a
                        particular voyage. We believe
                        that the presentation of TCE
                        adjusted is useful to investors
                        because it presents the TCE
                        earned in the relevant period
                        based on the contracted charter
                        rates, excluding the
                        amortization of above/below
                        market time charters attached to
                        the vessels acquired. The
                        Company's definition of TCE
                        adjusted may not be the same as
                        that used by other companies in
                        the shipping or other
                        industries.

Reconciliation of U.S. GAAP Financial Information to Non-GAAP measures


    Net Income /Adjusted     Three Months Ended    Nine Months Ended
     Net Income (1)             September 30,        September 30,

    (Expressed in thousands
     of U.S. Dollars)
    -----------------------

                    2013       2014           2013    2014
                    ----       ----           ----    ----

    Net Income               $4,843         $5,649 $12,291         $4,805

    Plus: Amortization of
     intangibles              1,690          1,421   4,825          4,387

    Plus: Share-based
     compensation               509            533   1,501          1,700

    Minus: Gain from debt
     extinguishment               -       (6,435)      -       (6,435)

    Minus: Fair value
     change of warrants           -         (452)      -       (1,105)
    -------------------         ---          ----     ---        ------

    Adjusted Net Income      $7,042           $716 $18,617         $3,352
    -------------------      ------           ---- -------         ------


    EBITDA /Adjusted
     EBITDA (1)
    ----------------

    Net Income               $4,843         $5,649 $12,291         $4,805

    Plus: Net Interest
     expense                  2,053          1,775   6,319          5,463

    Plus: Depreciation        3,815          3,815  11,321         11,321
    ------------------        -----          -----  ------         ------

    EBITDA                  $10,711        $11,239 $29,931        $21,589
    ------                  -------        ------- -------        -------

    Plus: Amortization of
     intangibles              1,690          1,421   4,825          4,387

    Plus: Share-based
     compensation               509            533   1,501          1,700

    Minus: Gain from debt
     extinguishment               -       (6,435)      -       (6,435)

    Minus: Fair value
     change of warrants           -         (452)      -       (1,105)
    -------------------         ---          ----     ---        ------

    Adjusted EBITDA         $12,910         $6,306 $36,257        $20,136
    ---------------         -------         ------ -------        -------




    Earnings per             Three Months Ended        Nine Months Ended
     Common Share              September 30,             September 30,

    (Expressed in
     thousands of
     U.S. Dollars,
     except share
     and per share
     data)
    --------------

                    2013       2014            2013       2014
                    ----       ----            ----       ----

    Net Income               $4,843          $5,649    $12,291          $4,805

    Less: Cash
     payments to
     Series B-1
     Preferred
     Shares                   (140)              -   (1,077)              -

    Less: Cash
     payments to
     Series C
     Preferred
     Shares                   (220)          (515)     (220)        (1,546)

    Less: Redemption
     of Series B-1
     Preferred
     Shares                 (2,063)              -   (2,063)              -

    Less: Net Income
     attributable to
     non-vested
     share awards              (51)           (96)     (202)           (67)

    Net Income
     available to
     common
     shareholders            $2,369          $5,038     $8,729          $3,192


    Weighted average
     number of
     common shares,
     basic               24,430,380      30,213,548 23,302,586      28,104,067


    Earnings per
     common share,
     basic                    $0.10           $0.17      $0.37           $0.11
    --------------            -----           -----      -----           -----


    Net Income               $4,843          $5,649    $12,291          $4,805

    Less: Cash
     payments to
     Series B-1
     Preferred
     Shares                   (140)              -   (1,077)              -

    Less: Cash
     payments to
     Series C
     Preferred
     Shares                   (220)          (515)     (220)        (1,546)

    Less: Redemption
     of Series B-1
     Preferred
     Shares                 (2,063)              -   (2,063)              -

    Less: Net Income
     attributable to
     non-vested
     share awards              (51)           (96)     (202)           (67)

    Plus: Cash
     payments to
     Series B-1
     Preferred
     Shares, if
     converted to
     common shares              140               -     1,077               -

    Net Income
     available to
     common
     shareholders            $2,509          $5,038     $9,806          $3,192


    Weighted average
     number of
     common shares,
     diluted             26,039,211      30,213,548 27,491,597      28,104,067


    Earnings per
     common share,
     diluted                  $0.10           $0.17      $0.36           $0.11
    --------------            -----           -----      -----           -----



    Adjusted                 Three Months Ended        Nine Months Ended
     Earnings per              September 30,             September 30,
     Common Share
     (1)

    (Expressed in
     thousands of
     U.S. Dollars,
     except share
     and per share
     data)
    --------------

                    2013       2014            2013       2014
                    ----       ----            ----       ----

    Adjusted Net
     Income                  $7,042            $716    $18,617          $3,352

    Less: Cash
     payments to
     Series B-1
     Preferred
     Shares                   (140)              -   (1,077)              -

    Less: Cash
     payments to
     Series C
     Preferred
     Shares                   (220)          (515)     (220)        (1,546)

    Less: Adjusted
     Net Income
     attributable
     to non-vested
     share awards             (142)            (4)     (392)           (37)

    Adjusted Net
     Income
     available to
     common
     shareholders            $6,540            $197    $16,928          $1,769


    Weighted
     average number
     of common
     shares, basic       24,430,380      30,213,548 23,302,586      28,104,067


    Adjusted
     Earnings per
     common share,
     basic                    $0.27           $0.01      $0.73           $0.06
    --------------            -----           -----      -----           -----


    Adjusted Net
     Income                  $7,042            $716    $18,617          $3,352

    Less: Cash
     payments to
     Series B-1
     Preferred
     Shares                   (140)              -   (1,077)              -

    Less: Cash
     payments to
     Series C
     Preferred
     Shares                   (220)          (515)     (220)        (1,546)

    Less: Adjusted
     Net Income
     attributable
     to non-vested
     share awards             (142)            (4)     (392)           (37)

    Plus: Cash
     payments to
     Series B-1
     Preferred
     Shares, if
     converted to
     common shares              140               -     1,077               -

    Adjusted Net
     Income
     available to
     common
     shareholders            $6,680            $197    $18,005          $1,769


    Weighted
     average number
     of common
     shares,
     diluted             26,039,211      30,213,548 27,491,597      28,104,067


    Adjusted
     Earnings per
     common share,
     diluted                  $0.26           $0.01      $0.65           $0.06
    --------------            -----           -----      -----           -----



    (1)              The Company considers EBITDA to
                      represent net income plus net
                      interest expense and depreciation
                      and amortization. The Company's
                      management uses EBITDA as a
                      performance measure. The Company
                      believes that EBITDA is useful to
                      investors because the shipping
                      industry is capital intensive and
                      may involve significant financing
                      costs. The Company excluded non-
                      cash items in relation to the
                      amortization of intangibles,
                      share-based compensation, gain
                      from debt extinguishment and fair
                      value change of warrants to derive
                      Adjusted EBITDA because the
                      Company believes it provides
                      additional information on the
                      fleet operational results which
                      may be useful to investors.


                    The Company excluded non-cash
                     items in relation to the
                     amortization of intangibles,
                     share-based compensation, gain
                     from debt extinguishment and fair
                     value change of warrants from net
                     income /(loss) to derive to
                     Adjusted Net Income /(Loss) and
                     Adjusted EPS /(Loss) per share.
                     The Company believes that Adjusted
                     Net Income /(Loss) and Adjusted
                     EPS /(Loss) per share provide
                     additional information on the
                     fleet operational results which
                     may be useful to investors.


                    EBITDA, Adjusted EBITDA, Adjusted
                     Net Income /(Loss) and Adjusted
                     EPS /(Loss) per share are items
                     not recognized by U.S. GAAP and
                     should not be considered as an
                     alternative to net income /
                     (loss), operating income, earnings
                     /(loss) per share or any other
                     indicator of a Company's operating
                     performance required by U.S. GAAP.
                     The Company's definition of
                     EBITDA, Adjusted EBITDA, Adjusted
                     Net Income /(Loss) and Adjusted
                     EPS /(Loss) per share may not be
                     the same as that used by other
                     companies in the shipping or other
                     industries.

    BOX SHIPS INC.

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

    (Expressed in thousands of U.S. Dollars, except per share data)


                                                                                Three Months Ended                Nine Months Ended
                                                                                  September 30,                     September 30,
                                                                                ------------------             -----------------

                                                                               2013                     2014                 2013                2014
                                                                               ----                     ----                 ----                ----


    REVENUES:
    ---------

    Time charter revenues (1)                                                 $18,258                  $11,767              $54,056             $39,149

    Commissions                                                               (377)                   (316)             (1,110)              (980)
                                                                               ----                     ----               ------                ----

    Net Revenues                                                             17,881                   11,451               52,946              38,169
                                                                             ------                   ------               ------              ------


    EXPENSES:
    ---------

    Voyage expenses                                                             581                      409                2,048               1,142

    Vessels operating expenses (2)                                            4,303                    4,326               13,341              13,699

    Dry-docking expenses                                                  -                      -              1,010               2,314

    Management fees charged by a related party                                  701                      718                2,062               2,158

    Depreciation                                                              3,815                    3,815               11,321              11,321

    General and administrative expenses (3)                                   1,531                    1,499                4,541               4,647

    Other expenses                                                        -                    195                   -                195
                                                                        ---                    ---                 ---                ---

    Total Expenses                                                           10,931                   10,962               34,323              35,476
                                                                             ------                   ------               ------              ------


    Operating income                                                          6,950                      489               18,623               2,693
                                                                              -----                      ---               ------               -----


    OTHER INCOME / (EXPENSES):
    --------------------------

    Interest and finance costs                                              (2,054)                 (1,775)             (6,322)            (5,463)

    Interest income                                                       1                       -                  3                   -

    Gain from debt extinguishment                                         -                  6,435                   -              6,435

    Fair value change of warrants                                         -                    452                   -              1,105

    Foreign currency (loss) / gain, net                                        (54)                      48                 (13)                 35
                                                                                ---                      ---                  ---                 ---

    Total other (expenses) / income, net                                    (2,107)                   5,160              (6,332)              2,112
                                                                             ------                    -----               ------               -----


    NET INCOME                                                                 $4,843                   $5,649              $12,291              $4,805



    Other Comprehensive Income / (Loss)
    -----------------------------------

    Unrealized (loss) / gain on cash flow hedges                              (213)                     199                  562                 150
                                                                               ----                      ---                  ---                 ---

    Total Other Comprehensive Income / (Loss)                                 (213)                     199                  562                 150
                                                                               ----                      ---                  ---                 ---


    COMPREHENSIVE INCOME                                                       $4,630                   $5,848              $12,853              $4,955



    Earnings per common share, basic                                            $0.10                    $0.17                $0.37               $0.11

    Earnings per common share, diluted                                          $0.10                    $0.17                $0.36               $0.11

    Footnotes:
    ----------

    (1)              includes amortization of below and
                     above market acquired time
                     charters of $1,424 and $1,155 for
                     the three months ended September
                     30, 2013 and 2014, respectively,
                     and $4,035 and $3,597 for the
                     nine months ended September 30,
                     2013 and 2014, respectively

    (2)              includes amortization of other
                     intangible assets of $266 for
                     each of the three-month periods
                     ended September 30, 2013 and 2014
                     and $790 for each of the nine-
                     month periods ended September 30,
                     2013 and 2014

    (3)              includes share-based compensation
                     of $509 and $533 for the three
                     months ended September 30, 2013
                     and 2014, respectively, and
                     $1,501 and $1,700 for the nine
                     months ended September 30, 2013
                     and 2014, respectively




    BOX SHIPS INC.

    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

    (Expressed in thousands of U.S.
     Dollars)



                                                    December 31, 2013           September 30, 2014
                                                    -----------------           ------------------

    ASSETS
    ------

    Cash and restricted cash
     (current and non-current)                                          $24,512                      $18,158

    Other current assets                                                7,189                        7,888

    Vessels and other fixed assets, net
     and other non-current assets                                     397,905                      381,099


    Total Assets                                                       $429,606                     $407,145



    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------

    Total debt (1)                                                     $179,550                     $141,875

    Total other liabilities                                             5,337                        6,435

    Total stockholders' equity                                        244,719                      258,835


    Total Liabilities and
     Stockholders' Equity                                              $429,606                     $407,145





    Footnotes:
    ----------


    (1)                                Refer to Liquidity
                                        section, above

SOURCE Box Ships Inc.