ATHENS, Greece, Jan. 26, 2016 /PRNewswire/ -- Paragon Shipping Inc. (NASDAQ: PRGN) ("Paragon Shipping" or the "Company"), a global shipping transportation company specializing in drybulk cargoes, announced today its results for the third quarter and nine months ended September 30, 2015.

Third Quarter 2015 Highlights & Recent Developments


    --  Net revenue, net of voyage expenses, of $6.4 million in the third
        quarter of 2015.
    --  Reduced average daily adjusted total vessel operating expenses by 7.4%
        year-over-year.
    --  Adjusted EBITDA of negative $2.3 million in the third quarter of 2015.
    --  Adjusted net loss of $8.3 million, or $0.33 per common share, in the
        third quarter of 2015.

Financial Highlights
(Expressed in thousands of United States Dollars, except for vessel data, TCE and share data)



                       Quarter Ended             Quarter Ended            Nine Months Ended           Nine Months Ended
                    September 30, 2014        September 30, 2015         September 30, 2014          September 30, 2015
                    ------------------        ------------------         ------------------          ------------------

    Average number
     of vessels                          14.0                       13.1                        14.0                         15.0
    --------------                       ----                       ----                        ----                         ----

    Time charter
     equivalent
     rate (TCE) (1)                     6,570                      5,508                       7,645                        5,252
    ---------------                     -----                      -----                       -----                        -----

    Net Revenue,
     net of voyage
     expenses                           8,383                      6,388                      28,377                       21,076
    --------------                      -----                      -----                      ------                       ------

    EBITDA (1)                            744                    (5,579)                   (20,466)                    (72,665)
    ---------                             ---                     ------                     -------                      -------

    Adjusted EBITDA
     (1)                                 673                    (2,255)                      1,888                      (4,325)
    ---------------                       ---                     ------                       -----                       ------

    Net Loss                          (6,037)                  (13,369)                   (41,574)                    (95,207)
    --------                           ------                    -------                     -------                      -------

    Adjusted Net
     Loss (1)                         (6,108)                   (8,328)                   (17,709)                    (25,150)
    ------------                       ------                     ------                     -------                      -------

    Loss per common
     share basic
     and diluted                       (0.25)                    (0.54)                     (1.78)                      (3.83)
    ---------------                     -----                      -----                       -----                        -----

    Adjusted Loss
     per common
     share basic
     and diluted
     (1)                              (0.25)                    (0.33)                     (0.76)                      (1.01)
    -------------                       -----                      -----                       -----                        -----



             (1)    Please see the table at the back
                     of this release for a
                     reconciliation of TCE to
                     Charter Revenue, EBITDA and
                     Adjusted EBITDA to Net Income /
                     (Loss), Adjusted Net Income /
                     (Loss) to Net Income /(Loss)
                     and Adjusted Earnings /(Loss)
                     per common share to Earnings /
                     (Loss) per common share, the
                     most directly comparable
                     financial measures calculated
                     and presented in accordance
                     with generally accepted
                     accounting principles in the
                     United States ("U.S. GAAP").

Third Quarter 2015 Financial Results
Gross charter revenue for the third quarter of 2015 was $8.0 million, compared to $12.8 million for the third quarter of 2014. The Company reported a net loss of $13.4 million, or $0.54 per basic and diluted share, for the third quarter of 2015, calculated based on a weighted average number of basic and diluted shares outstanding for the period of 24,460,642 and reflecting the impact of the non-cash items discussed below. For the third quarter of 2014, the Company reported a net loss of $6.0 million, or $0.25 per basic and diluted share, calculated based on a weighted average number of basic and diluted shares of 24,253,142.

Excluding all non-cash items described below, the adjusted net loss for the third quarter of 2015 was $8.3 million, or $0.33 per basic and diluted share, compared to adjusted net loss of $6.1 million, or $0.25 per basic and diluted share, for the third quarter of 2014.

Adjusted EBITDA, excluding all non-cash items described below, was negative $2.3 million for the third quarter of 2015, compared to positive $0.7 million for the third quarter of 2014.

The Company operated an average of 13.1 vessels during the third quarter of 2015, earning an average TCE rate of $5,508 per day, compared to an average of 14.0 vessels during the third quarter of 2014, earning an average TCE rate of $6,570 per day.

Adjusted total vessel operating expenses, which included vessel operating expenses, management fees and general and administrative expenses, and excluded share-based compensation, were $7.9 million for the third quarter of 2015, compared to $8.3 million for the third quarter of 2014. On a daily basis, adjusted total vessel operating expenses for the third quarter of 2015 were approximately $6,559 per vessel per day, compared to $6,471 per vessel per day for the third quarter of 2014.

The loss from sale of assets of $0.1 million for the three months ended September 30, 2015, relates to the loss from the sale of the M/V Dream Seas, the M/V Gentle Seas, the M/V Peaceful Seas and the M/V Friendly Seas, that was concluded on July 27, 2015.

Based on the Company's cash flow projections, it is probable that cash on hand and cash provided by operating activities will not be sufficient to cover the capital expenditures relating to the Company's newbuilding contracts that become due in the twelve-month period ending September 30, 2016. Thus, as of September 30, 2015, the Company assessed as probable the potential sale of the five newbuilding contracts. As a result of this increased probability, the Company recorded an impairment loss of $3.2 million for the three months ended September 30, 2015, which relates to the write down to fair value of the contract price of the five newbuilding drybulk carriers.

Third Quarter 2015 Non-cash and One-off Items

The Company's results for the three months ended September 30, 2015 included the following non-cash items:


    --  Impairment loss of $3.2 million, or $0.13 per basic and diluted share.
    --  Loss from sale of assets of $0.1 million, or less than $0.01 per basic
        and diluted share.
    --  Unrealized gain on interest rate swaps of $0.3 million, or $0.01 per
        basic and diluted share.
    --  Non-cash expenses of $0.3 million, or $0.01 per basic and diluted share,
        relating to the amortization of the compensation cost recognized for
        non-vested share awards issued to executive officers, directors and
        employees.
    --  Write off of financing expenses of $1.7 million, or $0.07 per basic and
        diluted share.

In the aggregate, these non-cash items decreased the Company's earnings by $5.0 million, which represents a $0.21 decrease in earnings per basic and diluted share, for the three months ended September 30, 2015.

Nine Months ended September 30, 2015 Financial Results
Gross charter revenue for the nine months ended September 30, 2015 was $28.7 million, compared to $41.7 million for the nine months ended September 30, 2014. The Company reported a net loss of $95.2 million, or $3.83 per basic and diluted share, for the nine months ended September 30, 2015, calculated based on a weighted average number of basic and diluted shares outstanding for the period of 24,460,642 and reflecting the impact of the non-cash items discussed below. For the nine months ended September 30, 2014, the Company reported a net loss of $41.6 million, or $1.78 per basic and diluted share, calculated based on a weighted average number of basic and diluted shares of 23,023,546.

Excluding all non-cash items described below, the adjusted net loss for the nine months ended September 30, 2015 was $25.2 million, or $1.01 per basic and diluted share, compared to adjusted net loss of $17.7 million, or $0.76 per basic and diluted share, for the nine months ended September 30, 2014.

Adjusted EBITDA, excluding all non-cash items described below, was negative $4.3 million for the nine months ended September 30, 2015, compared to positive $1.9 million for the nine months ended September 30, 2014.

The Company operated an average of 15.0 vessels during the nine months ended September 30, 2015, earning an average TCE rate of $5,252 per day, compared to an average of 14.0 vessels during the nine months ended September 30, 2014, earning an average TCE rate of $7,645 per day.

Adjusted total vessel operating expenses, which included vessel operating expenses, management fees and general and administrative expenses, and excluded share-based compensation, were $24.6 million for the nine months ended September 30, 2015, compared to $24.7 million for the nine months ended September 30, 2014. On a daily basis, adjusted total vessel operating expenses for the nine months ended September 30, 2015 were approximately $5,986 per vessel per day, or 7.4% lower than the adjusted total vessel operating expenses of $6,465 per vessel per day for the nine months ended September 30, 2014. The reduction in the average daily adjusted total vessel operating expenses is the result of the Company's cost control efficiency and the economies of scale of operating an increased average number of vessels for the first nine months of 2015, compared to the same period in 2014, as well as of a favorable impact of the Euro / U.S. dollar exchange rate fluctuations.

The loss related to assets held for sale of $47.6 million for the nine months ended September 30, 2015, mainly relates to the write down to fair value of the M/V Dream Seas, the M/V Gentle Seas, the M/V Peaceful Seas and the M/V Friendly Seas, following their classification as assets held for sale as of June 30, 2015.

The loss from sale of assets of $0.1 million for the three months ended September 30, 2015, relates to the loss from the sale of the M/V Dream Seas, the M/V Gentle Seas, the M/V Peaceful Seas and the M/V Friendly Seas, that was concluded on July 27, 2015.

Based on the Company's cash flow projections, it is probable that cash on hand and cash provided by operating activities will not be sufficient to cover the capital expenditures relating to the Company's newbuilding contracts that become due in the twelve-month period ending September 30, 2016. Thus, as of June 30, 2015 and September 30, 2015, the Company assessed as probable the potential sale of the five newbuilding contracts. As a result of this increased probability, the Company recorded an aggregate impairment loss of $20.0 million for the nine months ended September 30, 2015, which relates to the write down to fair value of the contract price of the five newbuilding drybulk carriers.

In the second quarter of 2015, the Company proceeded with the sale of the total 3,437,500 shares of Box Ships Inc. (OTCQX:TEUFF) ("Box Ships") at an average sale price of $0.8542 per share, which resulted in a loss on investment in affiliates of $0.2 million for the nine months ended September 30, 2015. The proceeds from the sale of such shares amounted to $2.9 million.

Furthermore, in the second quarter of 2015, the Company proceeded with the sale of the total 44,550 shares of Korea Line Corporation ("KLC") at an average sale price of $21.68 per share. The total cash received from the sale of these shares amounted to $1.0 million, net of commissions. A loss from marketable securities, net, of $0.1 million was recorded for the nine months ended September 30, 2015.

Nine Months ended September 30, 2015 Non-cash and One-off Items
The Company's results for the nine months ended September 30, 2015 included the following non-cash items:


    --  Loss related to assets held for sale of $47.6 million, or $1.91 per
        basic and diluted share.
    --  Impairment loss of $20.0 million, or $0.80 per basic and diluted share.
    --  Loss from sale of assets of $0.1 million, or less than $0.01 per basic
        and diluted share.
    --  Loss from marketable securities of $0.1 million or $0.01 per basic and
        diluted share.
    --  Loss on investment in affiliate of $0.2 million or $0.01 per basic and
        diluted share.
    --  Unrealized gain on interest rate swaps of $0.5 million, or less than
        $0.02 per basic and diluted share.
    --  Non-cash expenses of $0.7 million, or $0.03 per basic and diluted share,
        relating to the amortization of the compensation cost recognized for
        non-vested share awards issued to executive officers, directors and
        employees.
    --  Write off of financing expenses of $1.7 million, or $0.07 per basic and
        diluted share.

In the aggregate, these non-cash items decreased the Company's earnings by $70.1 million, which represents a $2.82 decrease in earnings per basic and diluted share, for the nine months ended September 30, 2015.

Cash Flows
For the nine months ended September 30, 2015, the Company's net cash used in operating activities was $5.7 million, compared to $3.7 million for the nine months ended September 30, 2014. For the nine months ended September 30, 2015, net cash from investing activities was $17.7 million and net cash used in financing activities was $15.2 million. For the nine months ended September 30, 2014, net cash used in investing activities was $65.6 million and net cash from financing activities was $57.0 million.

Liquidity
Given the current drybulk charter rates, it is probable that the Company will not be in compliance with several financial and security cover ratio covenants contained in certain of its debt agreements on the next applicable measurement dates in 2015 and 2016. As a result of the cross default provisions included in the Company's debt agreements, actual breaches existing under its debt agreements could result in defaults under all of the Company's debt and the acceleration of such debt by its lenders. Furthermore, based on the Company's cash flow projections, cash on hand and cash provided by operating activities will not be sufficient to cover the liquidity needs that become due in the twelve-month period ending September 30, 2016. In addition, on November 27, 2015, the scheduled quarterly installment initially amounted to $480,500 and accrued loan interest of $46,620, under the loan agreement with Unicredit Bank AG, was not paid. In December 2015, Unicredit Bank AG gave notice to the Company that the lender reserved its rights in connection with any event of default under this loan agreement, and also released $0.4 million of the then pledged cash for working capital purposes. In January 2016, the Company entered into an agreement with its lender, subject to definitive documentation, to restructure the respective facility, as discussed below.

Subsequent to September 30, 2015, the Company reached agreements for the extinguishment and restructuring of its debt obligations with three of its lenders, as discussed below. The Company is currently negotiating with the remaining of its lenders to extend the existing waivers of the affected covenants and to restructure the affected debt. The Company is also exploring several alternatives aiming to manage its working capital requirements and other commitments if current drybulk charter rates remain at today's low levels, including additional bank debt, future equity offerings and potential sale of assets. If the Company is unable to arrange debt financing for its newbuilding vessels or extend the respective deliveries from the shipyards, it is probable that the Company may also consider selling the respective newbuilding contracts.

Recent Fleet Developments
In connection with the settlement agreement with Commerzbank AG dated December 8, 2015 discussed below, on November 9, 2015, the Company entered into memoranda of agreement, as further supplemented and amended, for the sale of three vessels of its operating fleet, the M/V Sapphire Seas, the M/V Diamond Seas and the M/V Pearl Seas, to an unrelated third party. The M/V Sapphire Seas and the M/V Diamond Seas were delivered to their new owners in December 2015. The M/V Pearl Seas was delivered to her new owners in January 2016.

In connection with the supplemental agreement with Bank of Ireland dated January 7, 2016 discussed below, on December 1, 2015, the Company entered into a memorandum of agreement for the sale of the M/V Kind Seas to an unrelated third party. The M/V Kind Seas was delivered to her new owners in January 2016.

On December 23 and December 30, 2015, the Company entered into memoranda of agreement for the sale of the M/V Deep Seas and M/V Calm Seas, respectively, to an unrelated third party. Both vessels were delivered to their new owners in January 2016.

Financing Update

Commerzbank AG

On December 8, 2015, the Company entered into an agreement with Commerzbank AG for the full and final settlement of the outstanding principal amount of the respective facility of $38.2 million. According to the agreement, the facility will be settled with the total net proceeds from the sale of the mortgaged vessels, namely the M/V Sapphire Seas, the M/V Diamond Seas and the M/V Pearl Seas, in line with the memoranda of agreement dated November 9, 2015, as discussed above. This will result in an aggregate gain from debt extinguishment of $26.5 million.

Bank of Ireland

On January 7, 2016, the Company entered into an agreement with Bank of Ireland to apply the total net proceeds from the sale of the M/V Kind Seas, in line with the memorandum of agreement dated December 1, 2015 discussed above, towards the respective loan facility, while the remaining principal amount of $4.4 million would be treated as follows: i) $2.2 million will be written-off, subject to certain conditions, and ii) $2.2 million, plus any accrued interest, would be converted into an unsecured paid-in-kind note ("PIK Note"). The conversion occurred following the receipt of the net sale proceeds of the M/V Kind Seas and the application of such proceeds against the facility, in January 2016. The PIK Note is non-amortizing and has a maturity date of December 31, 2020, at which time it will be repaid at par. Interest on the PIK Note will accrue on a quarterly basis at an interest rate equal to the aggregate of 2.5% and the applicable LIBOR, and will be treated as payment-in-kind. Subject to certain restrictions, the Company will have the option to convert the PIK Note into its Class A common shares, partially or wholly, at any time until the maturity date and based on the twenty-day average closing price of the Company's shares immediately prior to the conversion date.

Unicredit Bank AG

In January 2016, the Company agreed with Unicredit Bank AG, subject to definitive documentation, to apply the total net proceeds from the sale of the M/V Deep Seas and the M/V Calm Seas, in line with the memoranda of agreement dated December 23 and December 30, 2015 discussed above, towards the respective loan facility upon the completion of the sale, while the remaining principal amount of $8.3 million will be treated as follows: i) $4.9 million will be written-off, subject to certain conditions, and ii) $3.4 million, plus any accrued interest, will be converted into an unsecured PIK Note, with terms in line with those agreed with Bank of Ireland discussed above. The conversion will occur following the completion of the definitive documentation, as well as the receipt of the net sale proceeds of the M/V Deep Seas and the M/V Calm Seas, and the application of such proceeds against the facility.

At-the-Market Offering of up to $4.0 million of Class A Common Shares

On September 4, 2015, the Company entered into an equity distribution agreement with Maxim Group LLC for the offer and sale of up to $4.0 million of its Class A common shares. The Company may offer and sell the shares from time to time and at its discretion during the next twelve months. The net proceeds of this offering are expected to be used for general corporate purposes, which may include the payment of a portion of the outstanding contractual cost of the Company's existing newbuilding vessels, and the repayment of debt. Under this offering, no shares were sold until September 30, 2015, while in the fourth quarter of 2015 the Company proceeded with the sale and issuance of 359,543 Class A common shares, resulting in net proceeds of $53,640.

About Paragon Shipping Inc.

Paragon Shipping is an international shipping company incorporated under the laws of the Republic of the Marshall Islands with executive offices in Athens, Greece, specializing in the transportation of drybulk cargoes. Paragon Shipping's current fleet consists of six drybulk vessels with a total carrying capacity of 297,879 dwt. In addition, Paragon Shipping's current newbuilding contracts consist of two Ultramax and three Kamsarmax drybulk carriers with scheduled deliveries in the first quarter of 2016. The Company's common shares and senior notes trade on the NASDAQ Capital Market under the symbols "PRGN" and "PRGNL," respectively. For more information, visit: www.paragonship.com. The information contained on Paragon Shipping's website does not constitute part of this press release.

Forward-Looking Statements

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for drybulk 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, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.

Contacts:

Paragon Shipping Inc.
ir@paragonshipping.gr

DresnerAllenCaron
Rudy Barrio (Investors)
rbarrio@dresnerallencaron.com
(212) 691-8087

- Tables Follow -

Fleet List

Drybulk Fleet

The following tables represent our drybulk fleet and the drybulk newbuilding vessels that we have agreed to acquire as of January 26, 2016.


    Operating Drybulk Fleet
    -----------------------

    Name                    Type / No. of Vessels    Dwt         Year Built
    ----                    ---------------------    ---         ----------

    Panamax
    -------

    Coral Seas                     Panamax               74,477            2006
    ----------                     -------               ------            ----

    Golden Seas                    Panamax               74,475            2006
    -----------                    -------               ------            ----

    Total Panamax                                  2     148,952
    -------------                                ---     -------

    Handysize
    ---------

    Prosperous Seas               Handysize              37,293            2012
    ---------------               ---------              ------            ----

    Precious Seas                 Handysize              37,205            2012
    -------------                 ---------              ------            ----

    Priceless Seas                Handysize              37,202            2013
    --------------                ---------              ------            ----

    Proud Seas                    Handysize              37,227            2014
    ----------                    ---------              ------            ----

    Total Handysize                                4     148,927
    ---------------                              ---     -------

    Grand Total                                    6     297,879
    -----------                                  ---     -------


    Drybulk Newbuildings that we have agreed to acquire
    ---------------------------------------------------

    Hull
     no.                                       Type / No. of Vessels     Dwt         Expected Delivery
    ----                                       ---------------------     ---         -----------------

    Ultramax
    --------

    Hull
     no.
     DY4050                                          Ultramax                63,500        Q1 2016
    -------                                          --------                ------        -------

    Hull
     no.
     DY4052                                          Ultramax                63,500        Q1 2016
    -------                                          --------                ------        -------

    Total
     Ultramax                                                          2     127,000
    ---------                                                        ---     -------

    Kamsarmax
    ---------

    Hull
     no.
     YZJ1144                                         Kamsarmax               81,800        Q1 2016
    --------                                         ---------               ------        -------

    Hull
     no.
     YZJ1145                                         Kamsarmax               81,800        Q1 2016
    --------                                         ---------               ------        -------

    Hull
     no.
     YZJ1142                                         Kamsarmax               81,800        Q1 2016
    --------                                         ---------               ------        -------

    Total
     Kamsarmax                                                         3     245,400
    ----------                                                       ---     -------

    Grand
     Total                                                             5     372,400
    ------                                                           ---     -------


    Summary Fleet Data

    (Expressed in United States Dollars where applicable)


                                                    Quarter Ended             Quarter Ended           Nine Months Ended September 30,   Nine Months Ended September 30,
                                                                                                                    2014                               2015

                                                 September 30, 2014        September 30, 2015
                                                 ------------------        ------------------

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

    Average number of
     vessels (1)                                                      14.0                       13.1                              14.0                               15.0
    -----------------                                                 ----                       ----                              ----                               ----

    Calendar days for
     fleet (2)                                                       1,288                      1,208                             3,816                              4,104
    -----------------                                                -----                      -----                             -----                              -----

    Available days for
     fleet (3)                                                       1,288                      1,187                             3,755                              4,065
    ------------------                                               -----                      -----                             -----                              -----

    Operating days for
     fleet (4)                                                       1,276                      1,160                             3,712                              4,013
    ------------------                                               -----                      -----                             -----                              -----

    Fleet utilization
     (5)                                                            99.1%                     97.7%                            98.9%                             98.7%
    -----------------                                                 ----                       ----                              ----                               ----

    AVERAGE DAILY RESULTS
    ---------------------

    Time charter
     equivalent (6)                                                  6,570                      5,508                             7,645                              5,252
    ---------------                                                  -----                      -----                             -----                              -----

    Vessel operating
     expenses (7)                                                    4,385                      4,476                             4,286                              4,151
    ----------------                                                 -----                      -----                             -----                              -----

    Management fees -
     related party
     adjusted (8)                                                    1,034                      1,042                             1,050                                928
    -----------------                                                -----                      -----                             -----                                ---

    General and
     administrative
     expenses adjusted
     (9)                                                            1,052                      1,041                             1,129                                907
    ------------------                                               -----                      -----                             -----                                ---

    Total vessel
     operating expenses
     adjusted (10)                                                   6,471                      6,559                             6,465                              5,986
    -------------------                                              -----                      -----                             -----                              -----



                (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 days in the
                        period.

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

                (3)    Available days for the fleet are the
                        total calendar days for the relevant
                        period less any off-hire days
                        associated with scheduled dry-
                        dockings or special or intermediate
                        surveys.

                (4)    Operating days for the fleet are the
                        total available days for the
                        relevant period less any off-hire
                        days due to any reason, other than
                        scheduled dry-dockings or special
                        or intermediate surveys, including
                        unforeseen circumstances. Any idle
                        days relating to the days a vessel
                        remains unemployed are included in
                        operating days.

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

                (6)    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 consistent with
                        industry standards and is determined
                        by dividing Net Revenue generated
                        from charters less voyage expenses
                        by operating days for the relevant
                        time period. Voyage expenses consist
                        of all costs that are unique to a
                        particular voyage, primarily
                        including port expenses, canal dues,
                        war risk insurances and fuel costs,
                        net of gains or losses from the sale
                        of bunkers to charterers. TCE is a
                        non-GAAP 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.

                (7)    Daily vessel operating expenses,
                        which includes crew costs,
                        provisions, deck and engine stores,
                        lubricating oil, insurance,
                        maintenance and repairs, is
                        calculated by dividing vessel
                        operating expenses by fleet calendar
                        days for the relevant time period.

                (8)    Daily management fees -related party
                        adjusted are calculated by dividing
                        management fees -related party,
                        excluding share based compensation
                        to the management company, by fleet
                        calendar days for the relevant time
                        period.

                (9)    Daily general and administrative
                        expenses adjusted are calculated by
                        dividing general and administrative
                        expenses, excluding non-cash
                        expenses relating to the
                        amortization of the share based
                        compensation cost for non-vested
                        share awards, by fleet calendar days
                        for the relevant time period.

               (10)    Total vessel operating expenses
                        ("TVOE") is a measurement of our
                        total expenses associated with
                        operating our vessels. TVOE is the
                        sum of vessel operating expenses,
                        management fees and general and
                        administrative expenses. Daily TVOE
                        adjusted is calculated by dividing
                        TVOE, excluding non-cash expenses
                        relating to the amortization of the
                        share based compensation cost for
                        non-vested share awards and share
                        based compensation to the management
                        company, by fleet calendar days for
                        the relevant time period.


    Time Charter Equivalents Reconciliation

    (Expressed in thousands of United States Dollars where applicable, except for TCE)


                                                   Quarter Ended                      Quarter Ended            Nine Months Ended           Nine Months Ended

                                                September 30, 2014                 September 30, 2015         September 30, 2014          September 30, 2015
                                                ------------------                 ------------------         ------------------          ------------------

    Charter Revenue                                                12,803                               8,039                      41,706                       28,669
    ---------------                                                ------                               -----                      ------                       ------

    Commissions                                                     (758)                              (494)                    (2,408)                     (1,744)
    -----------                                                      ----                                ----                      ------                       ------

    Voyage Expenses,
     net                                                          (3,662)                            (1,157)                   (10,921)                     (5,849)
    ----------------                                               ------                              ------                     -------                       ------

    Net Revenue, net
     of voyage
     expenses                                                       8,383                               6,388                      28,377                       21,076
    ----------------                                                -----                               -----                      ------                       ------

    Total operating
     days                                                           1,276                               1,160                       3,712                        4,013
    ---------------                                                 -----                               -----                       -----                        -----

    Time Charter
     Equivalent                                                     6,570                               5,508                       7,645                        5,252
    ------------                                                    -----                               -----                       -----                        -----


    Condensed Cash Flow Information (Unaudited)

    (Expressed in thousands of United States Dollars)


                                          Nine Months Ended         Nine Months Ended

                                         September 30, 2014        September 30, 2015
                                         ------------------        ------------------

    Cash generated from / (used in):
    --------------------------------

     Operating
     Activities                                            (3,729)                   (5,715)
     ----------                                             ------                     ------

     Investing
     Activities                                           (65,598)                    17,738
     ----------                                            -------                     ------

     Financing
     Activities                                             57,014                   (15,161)
     ----------                                             ------                    -------


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



    EBITDA and Adjusted EBITDA Reconciliation (1)

    (Expressed in thousands of United States Dollars)


                                                     Quarter Ended                      Quarter Ended            Nine Months Ended           Nine Months Ended

                                                  September 30, 2014                 September 30, 2015         September 30, 2014          September 30, 2015
                                                  ------------------                 ------------------         ------------------          ------------------

    Net Loss                                                        (6,037)                           (13,369)                   (41,574)                    (95,207)
    --------                                                         ------                             -------                     -------                      -------

    Plus Net interest
     expense, including
     interest expense
     from interest rate
     swaps                                                            2,247                               3,930                       7,662                        8,771
    -------------------                                               -----                               -----                       -----                        -----

    Plus Depreciation                                                 4,534                               3,860                      13,446                       13,771
    -----------------                                                 -----                               -----                      ------                       ------

    EBITDA                                                              744                             (5,579)                   (20,466)                    (72,665)
    ------                                                              ---                              ------                     -------                      -------

    Adjusted EBITDA Reconciliation
    ------------------------------

    Net Loss                                                        (6,037)                           (13,369)                   (41,574)                    (95,207)
    --------                                                         ------                             -------                     -------                      -------

    Loss related to
     assets held for
     sale                                                                 -                                  -                          -                      47,640
    ----------------                                                    ---                                ---                        ---                      ------

    Impairment loss                                                       -                              3,210                      15,695                       19,964
    ---------------                                                     ---                              -----                      ------                       ------

    Loss /(gain) from
     sale of assets                                                       -                                114                       (403)                         114
    -----------------                                                   ---                                ---                        ----                          ---

    (Gain) /loss from
     marketable
     securities                                                           -                                  -                       (12)                         134
    -----------------                                                   ---                                ---                        ---                          ---

    Loss on investment
     in affiliate                                                         -                                  -                      5,855                          207
    ------------------                                                  ---                                ---                      -----                          ---

    Unrealized gain on
     interest rate swaps                                              (319)                              (255)                      (388)                       (465)
    --------------------                                               ----                                ----                        ----                         ----

    Non-cash expenses
     from the
     amortization of
     share based
     compensation cost
     recognized and
     share based
     compensation to the
     management company                                                 248                                 255                       1,607                          746
    --------------------                                                ---                                 ---                       -----                          ---

    Write off of
     financing expenses                                                   -                              1,717                       1,511                        1,717
    -------------------                                                 ---                              -----                       -----                        -----

    Adjusted Net Loss                                               (6,108)                            (8,328)                   (17,709)                    (25,150)
    -----------------                                                ------                              ------                     -------                      -------

    Plus Net interest
     expense, net of
     write off of
     financing expenses,
     including interest
     expense from swaps                                               2,247                               2,213                       6,151                        7,054
    --------------------                                              -----                               -----                       -----                        -----

    Plus Depreciation                                                 4,534                               3,860                      13,446                       13,771
    -----------------                                                 -----                               -----                      ------                       ------

    Adjusted EBITDA                                                     673                             (2,255)                      1,888                      (4,325)
    ---------------                                                     ---                              ------                       -----                       ------



             (1)    The Company considers EBITDA to
                     represent Net Income /(Loss)
                     plus net interest expense,
                     including interest expense from
                     interest rate swaps, and
                     depreciation and amortization.
                     The Company's management uses
                     EBITDA and Adjusted EBITDA as a
                     performance measure. EBITDA and
                     Adjusted EBITDA are not items
                     recognized by U.S. GAAP and
                     should not be considered as an
                     alternative to Net Income /
                     (Loss), Operating Income /
                     (Loss) or any other indicator
                     of a Company's operating
                     performance required by U.S.
                     GAAP. The Company's definition
                     of EBITDA and Adjusted EBITDA
                     may not be the same as that
                     used by other companies in the
                     shipping or other industries.
                     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 to derive the
                     Adjusted Net Income /(Loss)
                     and the Adjusted EBITDA because
                     the Company believes that these
                     adjustments provide additional
                     information on the fleet
                     operational results.


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



    Adjusted Net Income / (Loss) and Adjusted Earnings / (Loss) per common share Reconciliation
    (Expressed in thousands of United States Dollars - except for shares and share data)


              U.S. GAAP Financial
                  Information                           Quarter Ended                       Quarter Ended            Nine Months Ended           Nine Months Ended

                                                      September 30, 2014                  September 30, 2015         September 30, 2014          September 30, 2015
    ---                                               ------------------                  ------------------         ------------------          ------------------

    Net Loss                                                            (6,037)                            (13,369)                   (41,574)                    (95,207)
    --------                                                             ------                              -------                     -------                      -------

    Net Loss attributable
     to non-vested share
     awards                                                                (83)                               (241)                      (653)                     (1,629)
    ---------------------                                                   ---                                 ----                        ----                       ------

    Net Loss available to
     common shareholders                                                (5,954)                            (13,128)                   (40,921)                    (93,578)
    ---------------------                                                ------                              -------                     -------                      -------

    Weighted average number
     of common shares basic
     and diluted                                                     24,253,142                           24,460,642                  23,023,546                   24,460,642
    -----------------------                                          ----------                           ----------                  ----------                   ----------

    Loss per common share
     basic and diluted                                                   (0.25)                              (0.54)                     (1.78)                      (3.83)
    ---------------------                                                 -----                                -----                       -----                        -----

    Reconciliation of Net Income /(Loss) to Adjusted Net
     Income /(Loss)
    ----------------------------------------------------

    Net Loss                                                            (6,037)                            (13,369)                   (41,574)                    (95,207)
    --------                                                             ------                              -------                     -------                      -------

    Loss related to assets
     held for sale                                                            -                                   -                          -                      47,640
    ----------------------                                                  ---                                 ---                        ---                      ------

    Impairment loss                                                           -                               3,210                      15,695                       19,964
    ---------------                                                         ---                               -----                      ------                       ------

    Loss /(gain) from sale
     of assets                                                                -                                 114                       (403)                         114
    ----------------------                                                  ---                                 ---                        ----                          ---

    (Gain) /loss from
     marketable securities                                                    -                                   -                       (12)                         134
    ----------------------                                                  ---                                 ---                        ---                          ---

    Loss on investment in
     affiliate                                                                -                                   -                      5,855                          207
    ---------------------                                                   ---                                 ---                      -----                          ---

    Unrealized gain on
     interest rate swaps                                                  (319)                               (255)                      (388)                       (465)
    --------------------                                                   ----                                 ----                        ----                         ----

    Non-cash expenses from
     the amortization of
     share based
     compensation cost
     recognized and share
     based compensation to
     the management company                                                 248                                  255                       1,607                          746
    -----------------------                                                 ---                                  ---                       -----                          ---

    Write off of financing
     expenses                                                                 -                               1,717                       1,511                        1,717
    ----------------------                                                  ---                               -----                       -----                        -----

    Adjusted Net Loss (1)                                               (6,108)                             (8,328)                   (17,709)                    (25,150)
    --------------------                                                 ------                               ------                     -------                      -------

    Adjusted Net Loss
     attributable to non-
     vested share awards                                                   (84)                               (150)                      (278)                       (430)
    ---------------------                                                   ---                                 ----                        ----                         ----

    Adjusted Net Loss
     available to common
     shareholders                                                       (6,024)                             (8,178)                   (17,431)                    (24,720)
    --------------------                                                 ------                               ------                     -------                      -------

    Weighted average number
     of common shares basic
     and diluted                                                     24,253,142                           24,460,642                  23,023,546                   24,460,642
    -----------------------                                          ----------                           ----------                  ----------                   ----------

    Adjusted Loss per
     common share basic and
     diluted (1)                                                         (0.25)                              (0.33)                     (0.76)                      (1.01)
    -----------------------                                               -----                                -----                       -----                        -----



             (1)    Adjusted Net Income /(Loss) and
                     Adjusted Earnings /(Loss) per
                     common share are not items
                     recognized by U.S. GAAP and
                     should not be considered as
                     alternatives to Net Income /
                     (Loss) and Earnings /(Loss)
                     per common share, respectively,
                     or any other indicator of a
                     Company's operating performance
                     required by U.S. GAAP. The
                     Company excluded non-cash
                     items to derive at the Adjusted
                     Net Income /(Loss) and the
                     Adjusted Earnings /(Loss) per
                     common share basic and diluted
                     because the Company believes
                     that these adjustments provide
                     additional information on the
                     fleet operational results. The
                     Company's definition of
                     Adjusted Net Income /(Loss)
                     and Adjusted Earnings /(Loss)
                     per common share may not be the
                     same as that used by other
                     companies in the shipping or
                     other industries.


    Paragon Shipping
     Inc.

    Unaudited
     Condensed
     Consolidated
     Balance Sheets

    As of December 31,
     2014 and
     September 30,
     2015

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

                       December 31, 2014       September 30, 2015

    Assets


    Cash and
     restricted cash
     (current and non-
     current)                           20,920                      6,903

    Vessels, net                       369,033                    245,588

    Advances for
     vessels under
     construction                       49,972                     33,299

    Other fixed
     assets, net                           923                        638

    Investment in
     affiliate                           2,956                          -

    Other current and
     non-current
     assets                             12,800                      6,283


    Total Assets                       456,604                    292,711
    ------------                       -------                    -------


    Liabilities and
     Shareholders'
     Equity


    Long-term debt,
     net of deferred
     financing costs
     (including
     current portion)                  226,418                    157,476

    Other current and
     non-current
     liabilities                         7,786                      7,144

    Total
     shareholders'
     equity                            222,400                    128,091


    Total Liabilities
     and Shareholders'
     Equity                            456,604                    292,711
    ------------------                 -------                    -------


    Paragon Shipping Inc.

    Unaudited Condensed Consolidated
     Statements of Comprehensive Loss

    For the three months ended September
     30, 2014 and 2015

    (Expressed in thousands of United States Dollars -except for shares
     and share data)
    -------------------------------------------------------------------


                                                                    Three Months Ended        Three Months Ended

                                                                    September 30, 2014        September 30, 2015

    Revenue

    Charter revenue                                                                    12,803                      8,039

    Commissions                                                                         (758)                     (494)

    Net Revenue                                                                        12,045                      7,545
    -----------                                                                        ------                      -----

    Expenses / (Income)

    Voyage expenses, net                                                                3,662                      1,157

    Vessels operating expenses                                                          5,647                      5,407

    Dry-docking expenses                                                                    -                       486

    Management fees - related party                                                     1,332                      1,259

    Depreciation                                                                        4,534                      3,860

    General and administrative expenses                                                 1,604                      1,512

    Impairment loss                                                                         -                     3,210

    Bad debt provisions                                                                  (15)                         1

    Loss from sale of assets                                                                -                       114

    Other expenses                                                                        250                        238

    Operating Loss                                                                    (4,969)                   (9,699)
    --------------                                                                     ------                     ------

    Other Income / (Expenses)

    Interest and finance costs                                                        (2,001)                   (3,626)

    Gain / (loss) on derivatives, net                                                      68                       (50)

    Interest income                                                                         5                          1

    Equity in net income of affiliate                                                     813                          -

    Foreign currency gain                                                                  47                          5

    Total Other Expenses, net                                                         (1,068)                   (3,670)
    -------------------------                                                          ------                     ------

    Net Loss                                                                          (6,037)                  (13,369)


    Other Comprehensive Income / (Loss)

    Equity in other comprehensive income
     of affiliate                                                                          22                          -

    Unrealized gain on change in fair
     value of marketable securities                                                        25                          -
    ---------------------------------                                                     ---                        ---

    Total Other Comprehensive Income                                                       47                          -


    Comprehensive Loss                                                                (5,990)                  (13,369)


    Loss per Class A common share, basic
     and diluted                                                                      ($0.25)                   ($0.54)

    Weighted average number of Class A
     common shares, basic and diluted                                              24,253,142                 24,460,642


    Paragon Shipping Inc.

    Unaudited Condensed Consolidated
     Statements of Comprehensive Loss

    For the nine months ended September
     30, 2014 and 2015

    (Expressed in thousands of United States Dollars -except for shares
     and share data)
    -------------------------------------------------------------------


                                                                    Nine Months Ended         Nine Months Ended

                                                                    September 30, 2014        September 30, 2015

    Revenue

    Charter revenue                                                                    41,706                     28,669

    Commissions                                                                       (2,408)                   (1,744)

    Net Revenue                                                                        39,298                     26,925
    -----------                                                                        ------                     ------

    Expenses / (Income)

    Voyage expenses, net                                                               10,921                      5,849

    Vessels operating expenses                                                         16,357                     17,035

    Dry-docking expenses                                                                2,193                        837

    Management fees - related party                                                     4,886                      3,808

    Depreciation                                                                       13,446                     13,771

    General and administrative expenses                                                 5,037                      4,468

    Loss related to assets held for sale                                                    -                    47,640

    Impairment loss                                                                    15,695                     19,964

    Bad debt provisions                                                                     -                        17

    (Gain) / loss from sale of assets                                                   (403)                       114

    (Gain) /loss from marketable
     securities, net                                                                     (12)                       134

    Other expenses                                                                        211                        238

    Operating Loss                                                                   (29,033)                  (86,950)
    --------------                                                                    -------                    -------

    Other Income / (Expenses)

    Interest and finance costs                                                        (7,023)                   (8,061)

    Loss on derivatives, net                                                            (268)                     (249)

    Interest income                                                                        17                          4

    Equity in net income of affiliate                                                     555                        173

    Loss on investment in affiliate                                                   (5,855)                     (207)

    Foreign currency gain                                                                  33                         83

    Total Other Expenses, net                                                        (12,541)                   (8,257)
    -------------------------                                                         -------                     ------

    Net Loss                                                                         (41,574)                  (95,207)


    Other Comprehensive Income / (Loss)

    Unrealized gain on cash flow hedges                                                   131                          -

    Transfer of realized loss on cash
     flow hedges to "Interest and finance
     costs"                                                                                99                          -

    Equity in other comprehensive income
     of affiliate                                                                          17                          -

    Transfer of equity in other
     comprehensive loss of affiliate to                                                     -                        14
    "Loss on investment in affiliate"

    Unrealized (loss) /gain on change in
     fair value of marketable securities                                                 (44)                         3

    Transfer of (gain) /loss on change
     in fair value of marketable
     securities to "(Gain) /loss from
     marketable securities, net"                                                         (12)                       134
    ----------------------------------                                                    ---                        ---

    Total Other Comprehensive Income                                                      191                        151


    Comprehensive Loss                                                               (41,383)                  (95,056)


    Loss per Class A common share, basic
     and diluted                                                                      ($1.78)                   ($3.83)

    Weighted average number of Class A
     common shares, basic and diluted                                              23,023,546                 24,460,642

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SOURCE Paragon Shipping Inc.