Performance Shipping Inc (PSHG) 6-K, filed Mar 4, 2022

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of March 2022

Commission File Number: 001-35025

PERFORMANCE SHIPPING INC.

(Translation of registrant's name into English)

373 Syngrou Avenue

175 64 Palaio Faliro

Athens, Greece

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

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

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

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

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

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K (this “Report”) as Exhibit 99.1 an investor presentation dated March 2022 prepared by Performance Shipping Inc. (the “Company”) for use in investor presentations.

SIGNATURES

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

	PERFORMANCE SHIPPING INC.
	(Registrant)
Dated: March 4, 2022
	/s/ Andreas Michalopoulos
	By: Andreas Michalopoulos
	Chief Executive Officer

Exhibit 99.1

March 2022 A Pure - Play Tanker Company

Disclosure 2 Matters discussed in this presentation 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, but are not limited to, 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, terms, or phrases may identify forward-looking statements.The forward-looking statements in this presentation 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, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand for our vessels, changes in the supply of vessels, changes in worldwide oil production and consumption and storage, changes in our operating expenses, including bunker prices, crew costs, dry-docking and insurance costs, our future operating or financial results, availability of financing and refinancing, 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, the length and severity of epidemics and pandemics, including the ongoing outbreak of the novel coronavirus (COVID-19) and its impact on the demand for seaborne transportation of petroleum and other types of products, 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 or events, including “trade wars”, acts by terrorists or acts of piracy on ocean-going vessels, potential disruption of shipping routes due to accidents, labor disputes or political events, vessel breakdowns and instances of off-hires and other important factors. Please see our filings with the U.S. Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties

Agenda Section 2: Financial Presentation 3 Section 1: Company Overview

Company Profile 4 Source: Company Aframax Tankers $36.5 million Total Revenue in 2021 LTV Target Net Loan to Value ratio 35% Nasdaq: PSHG Publicly Listed since 2011 Transitioned to pure tanker fleet, new management, simple corporate structure, new strategy implementation $19.8 million ESG Dividend Formula to calculate dividends Management Commercial Technical in House Valuation Trading at low valuation Pure Tanker Company Since October 2020 Face Value of Preferred Stock Established Commercial Relationships Aligned Interests Management & Shareholders Driven

Experienced Senior Management 5 Name / Title Biography Aliki PaliouChairperson of the Board Director Performance Shipping Inc. since February 2020Director, Vice-President and Treasurer of Unitized Ocean Transport Limited since January 2020Previously Director and Treasurer of Alpha Sigma Shipping Corp. (2010-2015)B.A. in Fine Arts, Athens School of Fine ArtsM.A. in Theatre Design, Central Saint Martins School of Art and Design, London Ex-CFO Performance Shipping Inc. (2010-2020)Ex-CFO Diana Shipping Inc. (2006-2020)Previous experience: Merrill Lynch, Nestle S.A. and McKinsey and CompanyMSc in Economics, MBA & Master’s degree in Management Sciences specialized in Finance Managing Director, Seaborne Capital Advisors20+ years investment banking & corporate finance experiencePreviously with Cantor Fitzgerald & Co and Jefferies & Company, Inc. in the United StatesMBA in Finance, Bentley College, Waltham Massachusetts Source: Company Anthony ArgyropoulosCFO Andreas MichalopoulosCEO, Director and Secretary

Fleet & Employment Profile 6 Vessel Built Shipyard Size (DWT) Type Status Special Survey passed Next Special Survey Employment Blue Moon 2011 Sumitomo, Japan 104,623 Aframax Delivered Q1 2022 Q4 2026 Spot Briolette 2011 Sumitomo, Japan 104,588 Aframax Delivered Q3 2021 Q2 2026 Pool P. Yanbu 2011 Sumitomo, Japan 105,391 Aframax Delivered Q4 2020 Q4 2025 Pool P. Fos 2007 Sasebo, Japan 115,577 Aframax Delivered Q4 2021 Q4 2026 (2) Pool P. Kikuma(1) 2007 Samsung,S. Korea 115,915 Aframax Delivered - Q4 2022 Spot Mid-point age, high specifications & quality assets under spot and pool charters P. Kikuma’s estimated cost of special survey, drydock and ballast water treatment system installation is approximately $1.5 million Target: another 5 tankers to be acquired in 12-24 months Source: Company (2) P. Fos and P. Kikuma are expected to further pass drydocking works in 2024 and 2025 respectively, based on regulations

Focused Business Strategy 7 Transparent company provides investors with low leverage variable dividend exposure to the tanker sector Fleet Composition Source: Company Target net leverage below 35% LTV at incurrenceEquity capital markets reliance for disciplined growthReserves for fleet replacement & maintenanceCash to Common Shareholders through variable dividends Expert in-house technical and commercial managerMajority independent BOD, transparent corporate structureManagement major stakeholder, one class common stock, one Series Preferred Stock ESG efforts, strive towards sustainable development goals Commercial Deployment Financial Parameters Spot market focus, short to medium term chartersEstablished commercial relationshipsPresence in all major marketsEast and west of Suez Canal Management Transparency

Technical & Commercial Management 8 Technical & Commercial Manager, Unitized Ocean Transport Limited (UOT) our Wholly-Owned Subsidiary Full-Service Platform Services CharteringOperationsInsurance/ClaimsTechnicalPurchasingCrewingQuality AssuranceFinanceAccounting/ReportingLegal S&P Source: Company. Key Professionals Access to Top-Tier Charterers Mr. Ioannis Karagiannis – Commercial Director Captain Nikolaos Gavalas – Operations DirectorCaptain Panos Chatzikyriakos – HSQE DirectorMr. Argyris L. Chachalis – Technical Director Established efficient operations with low vessel operating expenses We fully fund all commercial and technical services provided by UOT

Agenda Section 2: Financial Presentation 9 Section 1: Company Overview

Summary Selected Financial & Other Data 10 Source: Company The table below, illustrates our consolidated statements of operations and other data for the 4th quarter of 2021 and the full 2021 fiscal year Basic and dilutedOperating days include ballast leg

Debt Description 11 Source: Company Vessel Debt Drawdown($m) Debt Outstanding (December 31, 2021) Annual Repayment($m) Interest Rate Maturity Blue Moon 16.5 12.1 1.77 L + 2.75% Jul 2024 Briolette 16.5 12.3 1.96 L + 2.75% Jul 2024 P. Yanbu 8.8 7.8 0.98 L + 2.85% Dec 2024 P. Fos 10.6 9.0 1.60 L + 2.85% Dec 2024 P. Kikuma 10.6 9.0 1.60 L + 2.85% Dec 2024 TOTAL 63.0 50.2 7.91 - - Bank Relationships Indebtedness exclusively comprising of efficient secured amortizing loan from relationship banks, with annual repayment and 2H 2024 maturity

Solid Balance Sheet 12 Dec 31, 2020 Dec 31, 2021 Actual Actual # of Tankers 5 5 Asset Value (1) $96.6m $116.5m AV / Ship $19.3m $23.3m Bank Debt (2) $58.1m $50.2m Cash $21.4m $9.6m Net Bank Debt $36.7m $40.6m LTV 60.1% 43.1% Net LTV 37.9% 34.9% Preferred Stock Value (3) $0.0m $19.8m Net Asset Value $59.9m $56.1m NAV / Common Share $11.8 $23.0 Source: Company Solid balance sheet targeting leverage at incurrence < 35% net LTV Company estimate [Based on independent broker valuation]Principal balance, secured and guaranteedSeries B Preferred Stock, the majority of which is held by our Chairperson, Ms. Aliki Paliou, has $19.8 million total face value (3)

Equity Capital Markets 13 Source: Company Capital Markets Exchange Nasdaq Category Capital Market Ticker PSHG Outstanding Common Shares 2,438,477 Indicative Share Price $3.0 Market Capitalization $7.3m Enterprise Value $67.7m EV / Ship $13.5m Company has one class of Common Shares (Nasdaq: PSHG) trading modestly above cash, much below replacement cost and at very deep discount to net asset value Average Daily Trading Volume (last 30 days) # Common Shares 34,377 $ Value $103,909 Our Series B Preferred Shares are not listed on any nationally recognized stock exchange, and we do not intend to seek a listing for them

Preferred Stock 14 Source: Company In January 2022, the Company issued Series B Convertible Cumulative Perpetual Preferred Stock Series B Convertible Cumulative Perpetual Preferred Stock # Shares Outstanding 793,657 $ Value $19.8m Liquidation Preference $25.0 Dividend (payable quarterly, cumulative) 4.0% per annum of the $25.0 liquidation preference (in cash or common shares at Company’s option) Voting Rights No Vote Conversion Rights For cash consideration of $7.5 per share, each Series B Preferred Share converts into two Series C Preferred Shares (first possible conversion date on the 3rd of February 2023 for a period of 30 days) Redemption Rights Company may, at any time, on or after the 15-month anniversary of the Original Issue Date, redeem the shares at $25.0 per share (1) Adjusted for any stock splits, reverse stock splits or stock dividends in each case, occurring on or after the date of original issuance of the Series B Preferred Shares. The conversion price shall be adjusted to the lowest price of issuance of Common Stock by the Company for any registered offering following the original issuance of Series B Preferred Shares, provided that, such adjusted conversion price shall not be less than $0.50. In case that every Preferred Shareholder converts his Series B Preferred Shares to Series C Preferred Shares, the Company’s liquidity would be enhanced by an aggregate cash amount of approximately $6.0 million at the beginning of 2023 The Series C Preferred Shareholders will be entitled to 5.0% dividend yield (paid in cash or common shares at the Company’s option) The Series C Preferred Shares will be convertible back into Common Shares at a conversion price equal to $5.5 per Common Share, at the option of the holder and after 6 months from the date of their issuance (1)

Historical Rates vs Cash Break-even 15 Source: Company Indicative Run Rate Cash Break-even Amounts in millions except daily figures 5 Ships 10 Ships DAILY OPEX $7,000 $7,000 OWNERSHIP DAYS 1,825 3,650 FLEET OPEX $12.8 $25.5 G&A EXPENSES $5.7 $6.5 DEBT REPAYMENT (1) $7.9 $11.4 INTEREST EXPENSE (2) $1.5 $2.8 MAINTENANCE RESERVE $1.7 $3.5 TOTAL OUTFLOWS $29.6 $49.8 DAILY CASHBREAK-EVEN RATE $16,239 $13,634 The above figures do not include non-cash items which will result in differences with actual reported results Debt repayment for 10 ships based on additional $35m debt with repayment profile similar to the existing term loansBased on debt outstanding balance as of 12/31/2021 and LIBOR at 0.50% Expected daily cash break-even rate per vessel (5 Aframax fleet) Further fleet expansion from 5 to 10 vessels over next 12 - 24 months expected to reduce daily cash break-even level above which we generate cashflow available for dividends High and Low represent one standard deviation

Through Cycle Value Generation 16 We used the trailing 5-year historical Aframax spot charter rates (Q1/2017 – Q4/2021) and assumed all vessels operated in the spot market incurring the expenses in our indicative run rate break-even table, to determine quarterly cash flows that may have been available for dividends to common shareholders after higher of capital costs or replacement reserves and after maintenance reserves When we exceed our cash break-even level, we pay any preferred dividends in cash. Otherwise, we assume that the dividends are paid in shares of common stock $15.8m $6.9m $0.3m Cash Break-even $16,239 $13,634 -$3.9m -$5.9m Quarterly FCF 5 Tankers Quarterly FCF 10 Tankers 6 Quarters $34.2m $16.3m $3.2m Highest $52,853 Average $17,294 High $32,710 -$5.4m -$9.4m 14 Quarters Low $8,000 Lowest $3,479 8 Quarters 12 Quarters Source: Company Results are hypothetical and may not be repeated in the future Pro forma a 10-tanker fleet, charter rates above our break-even levels generating multiples of quarterly cash flow compared to those below break-even levels

Dividend Policy – Quarterly Calcs 17 The company expects to pay dividends only if during the preceding quarter both Quarterly Cash Flow and Quarter End Excess Cash are positiveQuarter End Excess Cash is defined as actual end of quarter Cash and Cash Equivalents over Minimum Cash Threshold. Minimum Cash Threshold is defined as the sum of $5.0m minimum liquidity pursuant to the loan agreements and $1.5m per vesselQuarterly Cash Flow is defined as voyage and time charter revenues less voyage expenses, less vessel operating expenses, less general and administrative expenses, less - the greater of i) net interest expense and repayment of debt or ii) fleet replacement reserves - and less maintenance reserves for the fleetThe quarterly dividend payments, if any, are expected to be based on a pay-out ratio of the lower of i) Quarterly Cash Flow and ii) Quarter End Excess CashWe expect the payout ratio of 50% to increase as the company leverage decreases – maximum 90% if leverage (total debt/equity market capitalization) is <10% Source: Company

Attractive Equity Story 18 Performance Shipping is a compelling play on a tanker vessel recovery 1 2 3 4 5 6 7 Source: Company

Performance Shipping Inc 6-K, filed Mar 4, 2022

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