EXHIBIT 99.1
Forward-Looking Statements
This report contains certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are
not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, 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 that 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. As a result, you are cautioned not to rely
on any forward-looking statements.
Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict. Any of these factors or a combination of these factors could materially affect
our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors
that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things:
| • |
changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand;
|
| • |
changes in seaborne and other transportation patterns;
|
| • |
changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;
|
| • |
changes in the number of newbuildings under construction in the dry bulk shipping industry;
|
| • |
changes in the useful lives and the value of our vessels and the related impact on our compliance with loan covenants;
|
| • |
the aging of our fleet and increases in operating costs;
|
| • |
changes in our ability to complete future, pending or recent acquisitions or dispositions;
|
| • |
our ability to achieve successful utilization of our expanded fleet;
|
| • |
changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions and other general corporate activities;
|
| • |
risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses;
|
|
• |
changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;
|
| • |
changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Greece Ltd., or V.Ships Greece, our technical manager, Global Seaways S.A., our crew manager, and
Fidelity Marine Inc., or Fidelity, our commercial manager;
|
| • |
changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;
|
| • |
loss of our customers, charters or vessels;
|
| • |
potential liability from future litigation and incidents involving our vessels;
|
| • |
our future operating or financial results;
|
| • |
acts of terrorism, other hostilities, pandemics or other calamities;
|
| • |
risks associated with the worldwide coronavirus, or COVID-19, including its effects on demand for dry bulk products, crew changes and the transportation thereof;
|
| • |
changes in global and regional economic and political conditions, including without limitation, increased inflationary pressures and increases in the interest rates set by central banks;
|
| • |
general domestic and international political conditions or events, including “trade wars”, the war between Russia and Ukraine and related sanctions or the armed conflict in the Gaza strip;
|
| • |
changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry;
|
| • |
our ability to continue as a going concern; and
|
| • |
other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the U.S. Securities and Exchange Commission, including our most recent annual
report on Form 20-F.
|
Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us.
Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. If one or more
forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis should be read in conjunction with our unaudited interim consolidated financial
statements and related notes included herein. Unless the context indicates otherwise, references to the “Company”, “we” or “our” include Seanergy Maritime Holdings Corp. and its subsidiaries. This discussion contains forward-looking statements that
reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements.
Operating Results
Factors Affecting our Results of Operations Overview
We are an international shipping company specializing in the worldwide seaborne transportation of dry bulk commodities, primarily iron ore and coal. We currently operate 17 vessels
(one Newcastlemax and 16 Capesize) with a cargo-carrying capacity of approximately 3,054,820 dwt and an average fleet age of 12.8 years. We are the only pure-play Capesize shipping company publicly listed in the U.S.
Important Measures for Analyzing Results of Operations
We use a variety of financial and operational terms and concepts. These include the following:
Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered in
on bareboat basis each vessel in our fleet. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period. Our calculation of Ownership Days may
not be comparable to that reported by other companies due to differences in methods of calculation.
Available days. Available days are the number of ownership days less the aggregate number of days that our vessels are
off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys. The shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our
calculation of Available Days may not be comparable to that reported by other companies due to differences in methods of calculation.
Operating days. Operating days are the number of available days in a period less the aggregate number of days that our
vessels are off-hire due to unforeseen circumstances. Operating days include the days that our vessels are in ballast voyages without having fixed their next employment. The shipping industry uses operating days to measure the aggregate number of
days in a period during which vessels could actually generate revenues. Our calculation of Operating Days may not be comparable to that reported by other companies due to differences in methods of calculation.
Fleet utilization. Fleet utilization is the percentage of time that our vessels were generating revenues and is
determined by dividing operating days by ownership days for the relevant period.
Off-hire. The period a vessel is not being chartered or is unable to perform the services for which it is required under
a charter.
Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any modifications
to comply with industry certification or governmental requirements.
Time charter. A time charter is a contract for the use of a vessel for a specific period of time (period time charter)
or for a specific voyage (trip time charter) during which the charterer pays substantially all of the voyage expenses, including port charges, bunker expenses, canal charges and other commissions. The vessel owner pays the vessel operating
expenses, which include crew costs, provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel’s dry-docking and intermediate and special survey costs. Time
charter rates are usually fixed during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time charter agreement when the subject vessel is
seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes in spot charter rates.
Bareboat charter. A bareboat charter is generally a contract pursuant to which a vessel owner provides its vessel to a
charterer for a fixed period of time at a specified daily rate. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.
Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port
for an agreed-upon total amount or on a per cargo ton basis. Under voyage charters, voyage expenses, such as port charges, bunker expenses, canal charges and other commissions, are paid by the vessel owner, who also pays vessel operating expenses.
TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period divided
by the number of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions.
Daily Vessel Operating Expenses. We calculate Daily Vessel Operating Expenses by dividing vessel operating expenses less
pre-delivery expenses by ownership days for the relevant time periods. Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Vessel operating expenses before pre-delivery
expenses exclude one-time pre-delivery and pre-joining expenses associated with initial crew manning and supply of stores of Company’s vessels upon delivery.
Principal Factors Affecting Our Business
The principal factors that affect our financial position, results of operations and cash flows include the following:
| • |
number of vessels owned and operated;
|
| • |
time charter trip rates;
|
| • |
period time charter rates;
|
| • |
the nature and duration of our voyage and time charters;
|
| • |
vessel operating expenses and voyage costs;
|
| • |
maintenance and upgrade work;
|
| • |
the age, condition and specifications of our vessels;
|
| • |
issuance of our common shares and other securities;
|
| • |
amount of debt obligations; and
|
| • |
financing costs related to debt obligations.
|
We are also affected by the types of charters we enter into. Vessels operating on fixed-rate period time charters and bareboat time charters provide more predictable cash flows, but
can yield lower profit margins than vessels operating on index-linked time charters or in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.
Spot charters also expose vessel owners to the risk of declining dry bulk rates and rising fuel costs in the case of voyage charters. In the first nine months of 2023, all of our
vessels were chartered under index-linked time charter arrangements, reflecting similar employment patterns as observed in the nine-month period ended September 30, 2022.
Results of Operations
Nine months ended September 30, 2023 as compared to nine months ended September 30, 2022
(In thousands of U.S. Dollars, except for share and per share data)
| |
|
Nine months ended
September 30,
|
|
|
Change
|
|
| |
|
2023
|
|
|
2022
|
|
|
Amount
|
|
|
%
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel revenue, net
|
|
|
68,135
|
|
|
|
95,476
|
|
|
|
(27,341
|
)
|
|
|
(29
|
)%
|
|
Fees from related parties
|
|
|
2,671
|
|
|
|
1,017
|
|
|
|
1,654
|
|
|
|
163
|
%
|
|
Revenue, net
|
|
|
70,806
|
|
|
|
96,493
|
|
|
|
(25,687
|
)
|
|
|
(27
|
)%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses
|
|
|
(2,078
|
)
|
|
|
(3,513
|
)
|
|
|
1,435
|
|
|
|
(41
|
)%
|
|
Vessel operating expenses
|
|
|
(31,371
|
)
|
|
|
(32,642
|
)
|
|
|
1,271
|
|
|
|
(4
|
)%
|
|
Management fees
|
|
|
(535
|
)
|
|
|
(1,077
|
)
|
|
|
542
|
|
|
|
(50
|
)%
|
|
General and administrative expenses
|
|
|
(16,785
|
)
|
|
|
(13,044
|
)
|
|
|
(3,741
|
)
|
|
|
29
|
%
|
|
Depreciation and amortization
|
|
|
(21,290
|
)
|
|
|
(20,796
|
)
|
|
|
(494
|
)
|
|
|
2
|
%
|
|
Loss on forward freight agreements, net
|
|
|
(148
|
)
|
|
|
(407
|
)
|
|
|
259
|
|
|
|
(64
|
)%
|
|
Gain on sale of vessels, net
|
|
|
8,094
|
|
|
|
-
|
|
|
|
8,094
|
|
|
|
-
|
|
|
Operating income
|
|
|
6,693
|
|
|
|
25,014
|
|
|
|
(18,321
|
)
|
|
|
(73
|
)%
|
|
Other expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and finance costs
|
|
|
(15,528
|
)
|
|
|
(10,282
|
)
|
|
|
(5,246
|
)
|
|
|
51
|
%
|
|
Loss on extinguishment of debt
|
|
|
(540
|
)
|
|
|
(1,285
|
)
|
|
|
745
|
|
|
|
(58
|
)%
|
|
Interest and other income
|
|
|
958
|
|
|
|
336
|
|
|
|
622
|
|
|
|
185
|
%
|
|
Gain on spin-off
|
|
|
-
|
|
|
|
2,800
|
|
|
|
(2,800
|
)
|
|
|
(100
|
)%
|
|
Other, net
|
|
|
(130
|
)
|
|
|
163
|
|
|
|
(293
|
)
|
|
|
(180
|
)%
|
|
Total other expenses, net:
|
|
|
(15,240
|
)
|
|
|
(8,268
|
)
|
|
|
(6,972
|
)
|
|
|
84
|
%
|
|
Net (loss) / income
|
|
|
(8,547
|
)
|
|
|
16,746
|
|
|
|
(25,293
|
)
|
|
|
(151
|
)%
|
|
Dividends to non-vested participating securities
|
|
|
(114
|
)
|
|
|
-
|
|
|
|
(114
|
)
|
|
|
-
|
|
|
Net (loss) / income attributable to common shareholders
|
|
|
(8,661
|
)
|
|
|
16,746
|
|
|
|
(25,407
|
)
|
|
|
(152
|
)%
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) / income per common share, basic
|
|
|
(0.48
|
)
|
|
|
0.96
|
|
|
|
|
|
|
|
|
|
|
Net (loss) / income per common share, diluted
|
|
|
(0.48
|
)
|
|
|
0.94
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic
|
|
|
18,177,002
|
|
|
|
17,353,902
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, diluted
|
|
|
18,177,002
|
|
|
|
17,842,518
|
|
|
|
|
|
|
|
|
|
Vessel Revenue, Net – The decrease is attributable mainly to the decrease
in prevailing charter rates during the comparable periods. Our time charter equivalent rate (“TCE Rate”) for the nine-month period ended September 30, 2023 is 29% lower than the comparable period of 2022. TCE Rate is not a recognized measure
under U.S. GAAP. Please refer below for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. The decrease was partially
offset by the increased compensation we received from our charterers for the fuel cost savings produced by the use of scrubbers on our vessels.
Fees from Related Parties – The amounts relate to fees regarding the commercial and technical management services provided from Seanergy
to United Maritime Corporation (“United”) and commissions earned by Seanergy on vessels sold and/or purchased by United pursuant to the relevant management agreements. The increase is due to the fact that United commenced its operations in July
2022 and thus the fees for 2022 refer only to the period since July 2022 while for 2023 for the whole nine-month period. The 2023 amount comprises of $1.2 million commercial and technical management fees and $1.5 million of sale and purchase
commissions. The 2022 amount comprises of $0.2 million commercial and technical management fees and $0.8 million of sale and purchase commissions.
Voyage Expenses – The decrease was primarily attributable to the decrease of bunkers consumption as a result of the decrease of repairs and
off-hire days. We had 44 repairs and off-hire days for the nine-month period ended September 30, 2023 as compared to 270 repairs and off-hire days during the comparable period of 2022.
Vessel Operating Expenses – The decrease was primarily attributable to the decrease in ownership days. We had 4,467 ownership days for the
nine month period ended September 30, 2023 as compared to 4,650 ownership days for the respective period of 2022.
Management Fees – The decrease was attributable to the change in the volume of management services outsourced. As of September 30, 2023, we
had 2 vessels under third party management compared to 8 vessels as of September 30, 2022.
General and Administrative Expenses – The increase is mainly attributable to the increase in staff costs, and mainly concerns stock based
compensation amortization, a non-cash item, which was $8.3 million in the first nine months of 2023 for shares granted pursuant to our 2011 Equity Incentive Plan, compared to $6.6 million in the first nine months of 2022. An additional factor
accounting for the increase in staff costs was the increase of the Company’s headcount in order to support the growing needs of the in-house management for both Seanergy and the services provided to United.
Depreciation and Amortization – The slight increase was mainly attributable to the increased depreciation expenses in 2023 compared to 2022
due to the addition of Paroship in December 2022. The increase was partially offset by the decreased amortization of dry docking expenses in 2023 as compared to 2022. Four vessels performed their scheduled
dry dockings in 2022 compared to none in 2023. We had 4,467 ownership days for the first nine months of 2023 as compared to 4,650 ownership days for the first nine months of 2022.
Interest and Finance Costs – The increase is primarily attributable to the increase in the average interest rate on our outstanding
indebtedness, mainly driven by the increased Libor and SOFR rates for our interest bearing liabilities. The weighted average interest rate on our outstanding debt and convertible note for the nine months ended 2023 and 2022 was approximately 7.54%
and 4.54%, respectively.
Loss on extinguishment of debt – The loss for the nine-month period ended September 30, 2023 is mainly attributable to the write-off of
unamortized deferred finance costs and debt discounts upon the full settlement of the outstanding balance of the Hanchen Sale and Leaseback, the ABB Loan Facility, the Championship Cargill Sale and Leaseback and the partial prepayment of the August
2021 Alpha Bank Loan Facility (described below). The loss for the nine-month period ended September 30, 2022, is due to $1.2 million related to the Second JDH Note and $0.1 million related to the February 2019 ATB Loan.
Performance Indicators
The figures shown below are non-GAAP statistical ratios used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable U.S. GAAP
measures.
| |
|
Nine months ended
September 30,
|
|
|
Fleet Data:
|
|
2023
|
|
|
2022
|
|
| |
|
|
|
|
|
|
Ownership days
|
|
|
4,467
|
|
|
|
4,650
|
|
|
Available days(1)
|
|
|
4,467
|
|
|
|
4,413
|
|
|
Operating days(2)
|
|
|
4,423
|
|
|
|
4,380
|
|
|
Fleet utilization
|
|
|
99.0
|
%
|
|
|
94.2
|
%
|
| |
|
|
|
|
|
|
|
|
|
Average Daily Results:
|
|
|
|
|
|
|
|
|
|
TCE rate(3)
|
|
$
|
14,935
|
|
|
$
|
20,996
|
|
|
Daily Vessel Operating Expenses(4)
|
|
$
|
6,942
|
|
|
$
|
6,875
|
|
| (1) |
During the nine months ended September 30, 2023, we incurred nil off-hire days for scheduled dry-dockings. During the nine months ended September 30, 2022, we incurred 237 off-hire days for scheduled dry-dockings.
|
| (2) |
During the nine months ended September 30, 2023, we incurred 44 off-hire days due to other unforeseen circumstances. During the nine months ended September 30, 2022, we incurred 33 off-hire days due to other
unforeseen circumstances.
|
| (3) |
We include TCE rate (a measure of the average daily revenue performance), which is not a recognized measure under U.S. GAAP, because we believe it provides additional meaningful information in conjunction with net
revenues from vessels, the most directly comparable U.S. GAAP measure, and because it assists our management in making decisions regarding the deployment and use of our vessels and because we believe that it provides useful information to
investors regarding our financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles our net revenues from vessels to TCE rate.
|
| |
|
Nine months ended
September 30,
|
|
| |
|
2023
|
|
|
2022
|
|
|
(In thousands of US Dollars, except operating days and TCE rate)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Vessel revenue, net
|
|
$
|
68,135
|
|
|
$
|
95,476
|
|
|
Voyage expenses
|
|
$
|
(2,078
|
)
|
|
$
|
(3,513
|
)
|
|
Time charter equivalent revenues
|
|
$
|
66,057
|
|
|
$
|
91,963
|
|
|
Operating days
|
|
|
4,423
|
|
|
|
4,380
|
|
|
Daily time charter equivalent rate
|
|
$
|
14,935
|
|
|
$
|
20,996
|
|
| (4) |
We include Daily Vessel Operating Expenses, which is not a recognized measure under U.S. GAAP, as we believe it provides additional meaningful information and assists management in making decisions regarding the
deployment and use of our vessels and because we believe that it provides useful information to investors regarding our financial performance. Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by
other companies. The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses.
|
| |
|
Nine months ended
September 30,
|
|
| |
|
2023
|
|
|
2022
|
|
|
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Vessel operating expenses
|
|
$
|
31,371
|
|
|
$
|
32,642
|
|
|
Less: Pre-delivery expenses
|
|
|
(362
|
)
|
|
|
(671
|
)
|
|
Vessel operating expenses before pre-delivery expenses
|
|
$
|
31,009
|
|
|
$
|
31,971
|
|
|
Ownership days
|
|
|
4,467
|
|
|
|
4,650
|
|
|
Daily Vessel Operating Expenses
|
|
$
|
6,942
|
|
|
$
|
6,875
|
|
EBITDA and Adjusted EBITDA reconciliation:
| |
|
Nine months ended
September 30,
|
|
|
(In thousands of US Dollars)
|
|
2023
|
|
|
2022
|
|
| |
|
|
|
|
|
|
|
Net (loss) / income
|
|
$
|
(8,547
|
)
|
|
$
|
16,746
|
|
|
Interest and finance cost, net
|
|
|
15,185
|
|
|
|
10,099
|
|
|
Depreciation and amortization
|
|
|
21,290
|
|
|
|
20,796
|
|
|
Taxes
|
|
|
-
|
|
|
|
(28
|
)
|
|
EBITDA(1)
|
|
$
|
27,928
|
|
|
$
|
47,613
|
|
|
Stock based compensation
|
|
|
8,601
|
|
|
|
6,762
|
|
|
Loss on extinguishment of debt
|
|
|
540
|
|
|
|
1,285
|
|
|
Loss on forward freight agreements, net
|
|
|
148
|
|
|
|
407
|
|
|
Gain on sale of vessels, net
|
|
|
(8,094
|
)
|
|
|
-
|
|
|
Gain on spin-off
|
|
|
-
|
|
|
|
(2,800
|
)
|
|
Adjusted EBITDA(1)
|
|
$
|
29,123
|
|
|
$
|
53,267
|
|
(1) Earnings before interest, taxes, depreciation and amortization (“EBITDA”) represents the sum of net income/(loss), net interest and finance costs, depreciation and amortization and, if any,
income taxes during a period. EBITDA is not a recognized measurement under U.S. GAAP. Adjusted EBITDA represents EBITDA adjusted to exclude stock-based compensation, loss on forward freight agreements, net, and loss on extinguishment of debt, and
the non-recurring gains on sale of vessel and on spin-off, which the Company believes are not indicative of the ongoing performance of its core operations. EBITDA and adjusted EBITDA are presented as we believe that these measures are useful to
investors as a widely used means of evaluating operating profitability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. EBITDA and adjusted
EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in
accordance with U.S. GAAP.
Liquidity and Capital Resources
Our principal source of funds have been our operating cash inflows, long-term borrowings from banks, sale and leaseback transactions and equity provided by the capital markets. Our
principal use of funds has primarily been capital expenditures to establish our fleet, maintain the quality of our dry bulk vessels, comply with international shipping standards and environmental laws and regulations, fund working capital
requirements, and make principal repayments and interest payments on our outstanding debt obligations.
Our funding and treasury activities are conducted in accordance with corporate policies to maximize investment returns while maintaining appropriate liquidity for both our short and
long-term needs. This includes arranging borrowing facilities on a cost-effective basis. Cash and cash equivalents are held primarily in U.S. dollars, with minimal amounts held in Euros.
As of September 30, 2023, we had cash and cash equivalents of $16.5 million, as compared to $26.0 million as of December 31, 2022.
Working capital is equal to current assets minus current liabilities, including the current portion of long-term debt. As of September 30, 2023, we had a working capital deficit of
$28.5 million as compared to a deficit of $33.0 million as of December 31, 2022. As of September 30, 2023, the deficit is primarily due to planned loan and convertible note repayments for the next 12 months, amounting to $36.3 million. The
Company’s cash flow projections for the period of one year after the date that the financial statements are issued indicate that cash on hand and cash provided by operating activities will be sufficient to cover the liquidity needs that become due
in the twelve-month period ending one year after the financial statements’ issuance.
As of September 30, 2023, the Company was in compliance with all covenants relating to its loan facilities as at that date.
As of September 30, 2023, we had outstanding borrowings of $226.2 million (including long-term debt and other financial liabilities and convertible note). Our primary known and
estimated liquidity needs for the twelve-month period ending one year after the financial statements’ issuance include obligations related to scheduled principal payments of outstanding borrowings and respective interest expenses payments and
estimated dry docking expenditures. Additional information on our annual scheduled obligations under our long-term debt and other financial liabilities are described in “Loan Arrangements” below and in Note 7 (“Long-Term Debt and Other Financial
Liabilities”) and Note 8 (“Convertible Notes”) of our interim consolidated financial statements included below. Generally, we expect that, in addition to the cash generated from our operations, our long-term funding sources will include bank
borrowings, lease financings and the issuance of debt and equity securities.
Cash Flows
| |
|
Nine months ended
September 30,
|
|
| |
|
2023
|
|
|
2022
|
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
11,050
|
|
|
$
|
29,040
|
|
|
Net cash provided by / (used in) investing activities
|
|
$
|
21,413
|
|
|
$
|
(47,303
|
)
|
|
Net cash used in financing activities
|
|
$
|
(42,895
|
)
|
|
$
|
(1,797
|
)
|
Nine months ended September 30, 2023 as compared to nine months ended September 30, 2022
Operating Activities: Net cash provided by operating activities amounted to $11.1 million for the nine-month period ended September 30,
2023, compared to net cash provided by operating activities of $29.0 million for the nine-month period ended September 30, 2022. The change is attributed to the decreased charter rates prevailed in the market for the nine-month period ended
September 30, 2023 as compared to the respective period in 2022.
Investing Activities: The 2023 cash inflow is related to $23.9 million of proceeds from the sale of two vessels, $1.3 million of
release of deposits, $0.1 million for payments related to vessel improvements, $3.5 million finance lease prepayment and $0.2 million for payments of other fixed assets. The 2022 cash outflow is related to a $34.6 million payment for the
acquisition of one vessel, $10.0 million investment in United’s Series C preferred shares, $4.0 million for payments related to vessel improvements, $0.1 million payments of other fixed assets plus $1.5 million decrease in term deposits.
Financing Activities: The 2023 cash outflow resulted from debt and other financial liabilities repayments of $79.4 million, convertible
notes repayments of $8.0 million, dividend payments of $5.5 million, payments for repurchase of common shares of $1.6 million, $1.3 million of loan finance fees payments in respect with the loan amendments and $0.8 million payments for repurchase
of warrants. The 2023 cash inflow resulted from proceeds of $53.8 million from secured long-term debt and other financial liabilities. The 2022 cash inflow resulted from proceeds of $80.3 million from secured long-term debt and $0.1 million
proceeds from Class E warrant exercises. The 2022 cash inflow was offset by debt repayments of $57.8 million, convertible notes repayments of $10.0 million, dividend payments of $13.4 million and $1.0 million of loan finance fees payments in
respect with the loan amendments.
Description of Indebtedness
Senior Facilities
Pre - Existing Loan Facilities
Sinopac Loan Facility
On December 20, 2021, we entered into a $15.0 million secured loan facility with Sinopac Capital International (HK) Limited for the purpose of refinancing the outstanding
indebtedness of the Geniuship. On August 25, 2023, the Company entered into an agreement to replace the LIBOR with Term SOFR as reference rate. The facility bears interest at Term SOFR plus a margin of 3.5%
and is repayable by four quarterly installments of $0.5 million, followed by sixteen quarterly installments of $0.4 million and a balloon installment of $6.7 million payable together with the final installment. In addition, the borrower shall
ensure that the market value of the vessel plus any additional security shall not be less than 130% of the total facility outstanding.
As of September 30, 2023, $11.7 million was outstanding under the facility.
June 2022 Alpha Bank Loan Facility
On June 21, 2022, we entered into a facility agreement with Alpha Bank S.A. (“Alpha Bank”) for a $21.0 million term loan secured by the Dukeship.
The loan facility bears interest at SOFR plus a margin of 2.95% and is repayable through four quarterly installments of $1.0 million followed by twelve quarterly installments of $0.5 million and a balloon of $11.0 million payable together with the
final installment. The June 2022 Alpha Bank Loan Facility is cross collateralized with the August 2021 Alpha Bank Loan Facility. The Company is required to ensure that the security requirement ratio (as defined therein) shall not be less than 125%
and the borrower is required to maintain minimum liquidity of $0.5 million in its operating account.
As of September 30, 2023, $16.5 million was outstanding under the facility.
December 2022 Alpha Bank Loan Facility
On December 15, 2022, the Company entered into a facility agreement with Alpha Bank for a $16.5 million term loan for the purpose of partly financing the acquisition cost of the Paroship. The loan facility bears interest at Term SOFR plus a margin of 2.90% and the term is four years. The repayment schedule comprises four quarterly installments of $0.5 million followed by twelve
quarterly installments of $0.4 million and a balloon of $9.6 million payable together with the final installment. In addition, the Company is required to maintain a security requirement (as defined therein) of not less than 125%, while the
borrower is required to maintain minimum liquidity of $0.5 million in its operating account.
As of September 30, 2023, $14.9 million was outstanding under the facility.
Loan Facilities amended during the nine-month period ended September 30, 2023
October 2022 Danish Ship Finance Loan Facility
On October 10, 2022, we entered into a $28.0 million loan facility with Danish Ship Finance A/S to refinance the existing UniCredit Bank Loan Facility secured by the Premiership and Fellowship. The facility was divided into two equal tranches, has a term of five years, while the interest rate is 2.5% plus SOFR per annum. The
repayment schedule of each tranche comprises six quarterly installments of $0.8 million followed by fourteen quarterly installments of $0.5 million and a balloon of $2.1 million payable together with the final installment. Pursuant to the terms of
the facility, the Company is required to maintain a security cover higher than 133%, at any time the corporate leverage ratio (as defined therein) is equal to or less than 65%. If the corporate leverage ratio is higher than 65%, the Company is
required to maintain a security cover ratio (as defined therein) higher than 143%. The Company is required to maintain a leverage ratio (as defined therein), that will not be higher than 85% until June 29, 2023 and 70% thereafter until the maturity
of the loan. Each borrower is required to maintain minimum liquidity of $0.65 million in its retention account.
On April 18, 2023, the Company entered a deed of accession, amendment and restatement to the October 2022 Danish Ship Finance facility to
refinance the existing Championship Cargill Sale and Leaseback secured by the Championship. Pursuant to the terms of the agreement the Championship acceded to the
facility as an additional borrower under a new tranche for $15.8 million. The new tranche is payable through eight quarterly installments of $0.7 million followed by twelve quarterly instalments of $0.6 million and a balloon of $2.9 million payable
together with the final installment bearing an interest rate of 2.65% plus 3-month Term SOFR per annum. Pursuant to the terms of the agreement, the minimum liquidity amount for the new tranche will be equal to $0.7 million while the security cover
ratio and all other covenants continue to apply per the terms of the October 2022 Danish Ship Finance facility. Furthermore, a new sustainability linked margin adjustment mechanism was introduced to all three tranches of the October 2022 Danish
Ship Finance facility, whereby the interest margin can be increased or decreased by 0.05% based on the achievement of certain emission reduction thresholds.
As of September 30, 2023, $38.3 million was outstanding under the facility.
June 2022 Piraeus Bank Loan Facility
On June 22, 2022, the Company entered into a facility agreement with Piraeus Bank S.A. for a $38.0 million sustainability-linked term loan. The purpose of the loan was to partly
finance the acquisition cost of the Honorship, while also refinancing the November 2021 Piraeus Bank Loan Facility, which was secured by the Worldship. On July 3,
2023, the Company entered into an agreement to replace the LIBOR with Term SOFR as reference rate. The facility bears interest at Term SOFR plus a margin of 3.00% and a credit adjustment spread (as defined therein) and is repayable through four
quarterly installments of $2.0 million, two quarterly installments of $1.5 million, followed by fourteen quarterly installments of $0.8 million and a balloon of $16.5 million payable together with the final installment. The margin is subject to a
sustainability pricing adjustment whereby it may be decreased by up to 0.10% upon meeting certain emission reduction targets during the term of the facility. The Company is required to maintain a security cover ratio (as defined therein) of not
less than 125% until December 24, 2023, and 130% thereafter until the maturity of the loan. As per the supplemental agreement entered into on July 3, 2023, the corporate leverage ratio (as defined in the facility agreement) required by the Company
was reduced from 85% to 70% effective from June 30, 2023 until the maturity of the loan. The borrowers are required to maintain an aggregate minimum liquidity of $2.0 million in their operating accounts.
As of September 30, 2023, $28.5 million was outstanding under the facility.
August 2021 Alpha Bank Loan Facility
On August 9, 2021, we entered into a $44.1 million secured loan facility with Alpha Bank for the purposes of (i) refinancing of a previous loan facility entered with Alpha Bank in
May 2021 and (ii) financing of the previously unencumbered Friendship, effectively replacing the Leadership with the Friendship
in the security structure and increasing the loan amount. The August 2021 Alpha Bank Loan Facility is divided in two tranches, which were fully drawn on August 11, 2021: the first tranche of $31.1 million was used to partly refinance the
outstanding indebtedness over the Squireship and Lordship and the second tranche of $13.0 million was used to partly finance the acquisition cost of the Friendship. On May 22, 2023, the Company received a notice from Alpha Bank replacing the LIBOR with Term SOFR, which was finalized through a supplemental agreement signed on November 10, 2023. The first tranche
bears interest at Term SOFR plus a margin of 3.55% and the second tranche bears interest at Term SOFR plus a margin of 3.30%.
On April 28, 2023, the Company prepaid $12.0 million using the proceeds from the Village Seven Sale and Leaseback and as a result all the securities regarding the Lordship have been released. Following the prepayment of the Lordship, the first tranche is repayable by seven quarterly
instalments of $0.6 million each and a balloon of $10.3 million payable together with the final instalment. The second tranche is repayable by eight quarterly instalments of $0.3 million each and a balloon of $3.9 million payable together with the
final instalment. The repayment of instalments for both tranches commenced in the fourth quarter of 2023.
The August 2021 Alpha Bank Loan Facility is cross collateralized with the June 2022 Alpha Bank Loan Facility. In addition, the borrowers shall ensure that the security requirement
ratio (as defined therein) shall not be less than 125%.
As of September 30, 2023, $20.5 million was outstanding under the facility.
All the facilities above are secured by first preferred mortgages on the financed vessels and guaranteed by the Company. Certain of our loan facilities discussed above are secured
by first and second priority general assignments covering the respective vessels’ earnings, charter parties, insurances and requisition compensation; account pledge agreements covering the vessels’ earnings accounts; specific charterparty
assignments, usually for charterparties exceeding twelve months in duration; technical and commercial managers’ undertakings; pledge agreements covering the shares of the applicable vessel-owning subsidiaries; and hedging assignment agreements.
Loan Facilities repaid during the nine-month period ended September 30, 2023
ABB Loan Facility
On April 22, 2021, we entered into a $15.5 million secured loan facility with Aegean Baltic Bank S.A. (“ABB”). The loan was divided into two tranches of $7.5 million (“Tranche A”)
and $8.0 million (“Tranche B”) to partly finance the acquisition cost of the Goodship and the Tradership, respectively. Each tranche bore an interest at LIBOR plus
a margin 4.0% and was repayable in eighteen consecutive quarterly installments of $0.2 million each, commencing three months after the drawdown of each tranche, with a final balloon payment of $3.9 million due in October 2025, for Tranche A and
$4.4 million due in December 2025, for Tranche B. On February 9, 2023, in connection with the disposal of the Goodship, the Company fully prepaid the outstanding loan amount of $6.1 million under the
facility. On February 24, 2023, in connection with the disposal of the Tradership, the company fully prepaid the remaining outstanding loan amount of $6.8 million. Following the full prepayment of the ABB
Loan Facility, all securities created in favor of ABB were irrevocably and unconditionally released.
Other Financial Liabilities: Sale and Leaseback Transactions
New Sale and Leaseback Activities during the nine-month period ended September 30, 2023
Evahline Sale and Leaseback
On March 29, 2023, we entered into a $19.0 million sale and leaseback agreement with a subsidiary of Evahline Inc. (“Evahline”) for the refinancing of the Hanchen Sale and
Leaseback. The agreement became effective on April 6, 2023, upon the delivery of the Knightship to the lessor. The Company sold and chartered back the vessel from Evahline on a bareboat basis for a six-year
period. The financing’s applicable interest rate is 3-month Term SOFR plus 2.80% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth
in the agreement. At the end of the six-year bareboat period, the ownership of the vessel will be transferred to the Company at no additional cost. The Company is required to maintain a minimum value (as defined therein) of at least 120% of the
charterhire principal. The charterhire principal amortizes in seventy-two consecutive monthly installments paid in advance averaging approximately $0.3 million each.
As of September 30, 2023, $17.4 million was outstanding under the facility.
Village Seven Sale and Leaseback
On April 24, 2023, we entered into a $19.0 million sale and leaseback agreement for the Lordship with Village Seven Co., Ltd and V7 Fune
Inc. (collectively, “Village Seven”) to partially refinance the August 2021 Alpha Bank Loan Facility. The Company sold and chartered back the vessel from Village Seven on a bareboat basis for a period of four years and five months. The financing’s
applicable interest rate is 3-month Term SOFR plus 3.00% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the
end of the bareboat period, the Company has the option to repurchase the vessel at $7.8 million, which the Company expects to exercise. The sale and leaseback agreement does not include any financial covenants or security value maintenance
provisions. The charterhire principal amortizes in fifty-three consecutive monthly installments paid in advance of approximately $0.2 million.
As of September 30, 2023, $17.7 million was outstanding under the facility.
Pre-Existing Sale and Leaseback Activities
Flagship Cargill Sale and Leaseback
On May 11, 2021, we entered into a $20.5 million sale and leaseback agreement with Cargill International SA (“Cargill”) to partly finance the acquisition of the Flagship. The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The implied average applicable
interest rate is equivalent to 2% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The Company has continuous options to buy back the vessel during the whole five-year
sale and leaseback period at predetermined prices as set forth in the agreement and at the end of such period it has a purchase obligation at $10.0 million. Additionally, at the time of repurchase, if the market value of the vessel exceeds certain
threshold prices, as set out in the agreement, the Company will pay to Cargill 15% of the difference between the market price and such threshold prices. The charterhire principal amortizes in sixty monthly installments averaging approximately $0.2
million each along with a balloon payment of $10.0 million payable together with the final installment.
The charterhire principal, as of September 30, 2023, was $15.7 million.
CMBFL Sale and Leaseback
On June 22, 2021, we entered into two separate and identical sale and leaseback agreements for an aggregate amount of $30.9 million with CMB Financial Leasing Co., Ltd., or CMBFL,
to partly finance the acquisition of the Hellasship and the Patriotship, with $16.0 million and $14.9 million, respectively. The Company sold and chartered back the
vessels from two affiliates of CMBFL on a bareboat basis for a five-year period. On September 25, 2023, the Company entered into an agreement to replace the LIBOR with Term SOFR as reference rate. The financings bear interest at Term SOFR plus a
margin of 3.50% and a credit adjustment spread (as defined therein) following the transition from LIBOR to Term SOFR. The Company is required to maintain a corporate leverage ratio (as defined therein) that will not exceed 85% until the maturity of
the agreements. Each of the bareboat charterers are required to maintain a value maintenance ratio (as defined therein) of at least 120% of the charterhire principal. The Company has continuous options to buy back the Hellasship and Patriotship at any time following the second anniversary until the maturity of each bareboat charter at predetermined prices as defined in the agreement. At the end of each
bareboat period, the Company expects to exercise the purchase options. The total charterhire principal amortizes in twenty consecutive equal quarterly installments of $0.8 million along with a balloon of $15.3 million payable together with the
final installment.
The total charterhire principal, as of September 30, 2023, was $23.9 million.
Chugoku Sale and Leaseback
On February 25, 2022 the Company entered into a $21.3 million sale and leaseback agreement with Chugoku Bank, Ltd. (“Chugoku”) to refinance the loan facilities secured by the Partnership. The Company sold and chartered back the vessel from Chugoku on a bareboat basis for an eight-year period starting from March 9, 2022. The financing’s applicable interest rate is SOFR plus 2.90% per
annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the eight-year bareboat period, the Company has the
option to repurchase the vessel for $2.4 million, which the Company expects to exercise. The Company is required to maintain a minimum market value (as defined therein) of at least 120% of the charterhire principal. The charterhire principal
amortizes in thirty-two consecutive quarterly installments averaging approximately $0.6 million each along with a balloon payment of $2.4 million at the expiry of the bareboat charter.
As of September 30, 2023, $17.8 million was outstanding under the facility.
Sale and Leasebacks Transactions repaid during the nine-month period ended September 30, 2023
Hanchen Sale and Leaseback
On June 28, 2018, we entered into a $26.5 million sale and leaseback agreement for the Knightship with Hanchen Limited (“Hanchen”), an
affiliate of AVIC International Leasing Co., Ltd. The Company sold and chartered back the vessel on a bareboat basis for an eight-year period, having a purchase obligation at the end of the eighth year. The charterhire principal bore interest at
LIBOR plus a margin of 4.0%. Of the $26.5 million purchase price, $18.6 million were cash proceeds, $6.6 million were withheld by Hanchen as an upfront charterhire, and an amount of $1.3 million was paid by the charterer to Hanchen as security of
the due observance and performance by the charterer of its obligations and undertakings as per the sale and leaseback agreement, or the Charterer’s Deposit. The Charterer’s Deposit could be set off against the balloon payment at maturity. The
Charterer was required to maintain a value maintenance ratio (as defined in the additional clauses of the bareboat charter) of at least 120% of the charterhire principal minus the amount of the Charterer’s Deposit. The Company had continuous
options to buy back the Knightship at any time following the second anniversary of the bareboat charter and a purchase obligation of $5.3 million at the end of the leaseback period. The charterhire
principal was repayable in thirty-two consecutive equal quarterly installments of approximately $0.5 million along with a balloon payment of $5.3 million payable together with the final installment. On April 6,
2023, the facility was refinanced by the Evahline Sale and Leaseback and the outstanding amount of $11.2 million was repaid in full.
Championship Cargill Sale and Leaseback
On November 7, 2018, we entered into a $23.5 million sale and leaseback agreement for the Championship with Cargill. The Company sold and
chartered back the vessel from Cargill on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The cost of the financing was equivalent to an expected fixed interest rate of 4.71% for five years. The
Company was required to maintain an amount of $1.6 million from the $23.5 million proceeds as a performance guarantee, which amount of $1.6 million was used at the vessel’s repurchase. Moreover, under the subject sale and leaseback agreement, an
additional tranche was provided to the Company for an amount of up to $2.8 million for the purpose of financing the cost associated with the acquisition and installation on board the Championship of an open
loop scrubber system. The sale and leaseback agreement did not include any financial covenants or security value maintenance provisions. The Company had continuous options to buy back the vessel during the whole five-year sale and leaseback period
at the end of which it had a purchase obligation of $14.1 million. Additionally, at the time of repurchase, if the market value of the vessel was greater than certain threshold prices (as set out in the agreement), the Company would pay to Cargill
20% of the difference between the market price and such threshold price. The charterhire principal was repayable in sixty monthly installments averaging approximately $0.2 million each along with a balloon payment of $14.1 million, including the
additional scrubber tranche, at maturity in November 2023. On April 24, 2023, the facility was refinanced by the October 2022 Danish Ship Finance Loan Facility and the total repayment amount stood at $16.5 million.
Convertible Notes
Second JDH Note
On September 7, 2015, we issued an up to $6.8 million, revolving convertible note to Jelco Delta Holding Corp. (“JDH”). The Second JDH Note was amended and supplemented on various
occasions and along with the other convertible notes and facilities between the Company and JDH, was subject to a comprehensive restructuring that became effective on December 31, 2020. Following the restructuring, the applicable interest rate was
amended to a fixed rate of 5.5% per annum and the outstanding balance at that time was $21.2 million. On January 26, 2022, March 10, 2022 and January 3, 2023, the Company made three cash prepayments of $5.0
million, $5.0 million and $8.0 million, respectively.
As of September 30, 2023, $3.2 million was outstanding under the Second JDH Note.
We may by giving a five business days prior written notice to JDH at any time, prepay the whole or any part of the Second JDH Note in cash or, subject to JDH’s prior written
agreement on the price per share, in a number of fully paid and nonassessable shares of the Company equal to the amount of the note(s) being prepaid divided by the agreed price per share. At JDH’s option, our obligation to repay the principal
amount(s) under the Second JDH Note or any part thereof may be paid in common shares at a conversion price of $12.0 per share. JDH also has received customary registration rights with respect to any shares to be received upon conversion of the
Second JDH Note.
Emperor has provided a guarantee, dated September 27, 2017, to JDH for the Company’s obligations under the Second JDH Note.
INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Seanergy Maritime Holdings Corp.
Unaudited Consolidated Balance Sheets
As of September 30, 2023 and December 31, 2022
(In thousands of US Dollars, except for share and per share data)
| |
|
|
|
|
September 30, 2023
|
|
|
December 31, 2022
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
4
|
|
|
|
16,495
|
|
|
|
26,027
|
|
|
Restricted cash
|
|
|
4, 7
|
|
|
|
50
|
|
|
|
1,650
|
|
|
Accounts receivable trade, net
|
|
|
12
|
|
|
|
305
|
|
|
|
720
|
|
|
Inventories
|
|
|
5
|
|
|
|
1,451
|
|
|
|
1,995
|
|
|
Prepaid expenses
|
|
|
|
|
|
|
1,412
|
|
|
|
1,096
|
|
|
Due from related parties
|
|
|
3
|
|
|
|
1,839
|
|
|
|
829
|
|
|
Assets held for sale
|
|
|
|
|
|
|
-
|
|
|
|
28,252
|
|
|
Other current assets
|
|
|
|
|
|
|
499
|
|
|
|
1,075
|
|
|
Total current assets
|
|
|
|
|
|
|
22,051
|
|
|
|
61,644
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessels, net
|
|
|
6
|
|
|
|
416,543
|
|
|
|
434,133
|
|
|
Other fixed assets, net
|
|
|
|
|
|
|
464
|
|
|
|
412
|
|
|
Total fixed assets
|
|
|
|
|
|
|
417,007
|
|
|
|
434,545
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits assets, non-current
|
|
|
|
|
|
|
-
|
|
|
|
1,325
|
|
|
Deferred charges and other investments, non-current
|
|
|
|
|
|
|
7,177
|
|
|
|
10,759
|
|
|
Restricted cash, non-current
|
|
|
4, 7
|
|
|
|
5,500
|
|
|
|
4,800
|
|
|
Prepaid expense other, non-current
|
|
|
10
|
|
|
|
3,500
|
|
|
|
-
|
|
|
Operating lease, right of use asset
|
|
|
10
|
|
|
|
414
|
|
|
|
499
|
|
|
Other non-current assets
|
|
|
|
|
|
|
28
|
|
|
|
28
|
|
|
TOTAL ASSETS
|
|
|
|
|
|
|
455,677
|
|
|
|
513,600
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt and other financial liabilities, net of deferred finance costs and debt discounts of $1,078 and $1,856, respectively
|
|
|
7
|
|
|
|
33,259
|
|
|
|
35,051
|
|
|
Debt related to assets held for sale, net of deferred finance costs of $NIL and $110, respectively
|
|
|
|
|
|
|
-
|
|
|
|
12,990
|
|
|
Current portion of convertible notes, net of deferred finance costs and debt discounts of $89 and $332, respectively
|
|
|
8
|
|
|
|
3,076
|
|
|
|
10,833
|
|
|
Liability from contract with related party
|
|
|
6
|
|
|
|
-
|
|
|
|
12,688
|
|
|
Trade accounts and other payables
|
|
|
|
|
|
|
5,352
|
|
|
|
7,826
|
|
|
Accrued liabilities
|
|
|
|
|
|
|
6,616
|
|
|
|
8,374
|
|
|
Operating lease liability
|
|
|
10
|
|
|
|
102
|
|
|
|
108
|
|
|
Deferred revenue
|
|
|
12
|
|
|
|
1,659
|
|
|
|
2,232
|
|
|
Other current liabilities
|
|
|
11, 16
|
|
|
|
491
|
|
|
|
4,548
|
|
|
Total current liabilities
|
|
|
|
|
|
|
50,555
|
|
|
|
94,650
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and other financial liabilities, net of current portion and deferred finance costs and debt discounts of $1,780 and $1,871, respectively
|
|
|
7
|
|
|
|
186,962
|
|
|
|
196,825
|
|
|
Operating lease liability, non-current
|
|
|
10
|
|
|
|
312
|
|
|
|
391
|
|
|
Deferred revenue, non-current
|
|
|
12
|
|
|
|
-
|
|
|
|
35
|
|
|
Total liabilities
|
|
|
|
|
|
|
237,829
|
|
|
|
291,901
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
10
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; 20,000 and 20,000 shares issued and outstanding as at September 30, 2023 and December 31, 2022, respectively
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
Common stock, $0.0001 par value; 500,000,000 authorized shares as at September 30, 2023 and December 31, 2022; 19,648,956 and 18,191,614 shares issued and outstanding as at
September 30, 2023 and December 31, 2022, respectively
|
|
|
|
|
|
|
2
|
|
|
|
2
|
|
|
Additional paid-in capital
|
|
|
11
|
|
|
|
589,870
|
|
|
|
583,691
|
|
|
Accumulated deficit
|
|
|
|
|
|
|
(372,024
|
)
|
|
|
(361,994
|
)
|
|
Total Stockholders’ equity
|
|
|
|
|
|
|
217,848
|
|
|
|
221,699
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
455,677
|
|
|
|
513,600
|
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
Seanergy Maritime Holdings Corp.
Unaudited Interim Consolidated
Statements of Operations
For the nine-month periods ended September 30, 2023 and 2022
(In thousands of US Dollars, except for share and per share data)
| |
|
|
|
|
2023
|
|
|
2022
|
|
|
Vessel revenue, net
|
|
|
12
|
|
|
|
68,135
|
|
|
|
95,476
|
|
|
Fees from related parties
|
|
|
3
|
|
|
|
2,671
|
|
|
|
1,017
|
|
|
Revenue, net
|
|
|
|
|
|
|
70,806
|
|
|
|
96,493
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses
|
|
|
|
|
|
|
(2,078
|
)
|
|
|
(3,513
|
)
|
|
Vessel operating expenses
|
|
|
|
|
|
|
(31,371
|
)
|
|
|
(32,642
|
)
|
|
Management fees
|
|
|
|
|
|
|
(535
|
)
|
|
|
(1,077
|
)
|
|
General and administration expenses
|
|
|
|
|
|
|
(16,785
|
)
|
|
|
(13,044
|
)
|
|
Amortization of deferred dry-docking costs
|
|
|
|
|
|
|
(3,158
|
)
|
|
|
(3,483
|
)
|
|
Depreciation
|
|
|
|
|
|
|
(18,132
|
)
|
|
|
(17,313
|
)
|
|
Gain on sale of vessels, net
|
|
|
6
|
|
|
|
8,094
|
|
|
|
-
|
|
|
Gain on forward freight agreements, net
|
|
|
|
|
|
|
(148
|
)
|
|
|
(407
|
)
|
|
Operating income
|
|
|
|
|
|
|
6,693
|
|
|
|
25,014
|
|
|
Other income / (expenses), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and finance costs
|
|
|
13
|
|
|
|
(15,528
|
)
|
|
|
(10,282
|
)
|
|
Loss on extinguishment of debt
|
|
|
7
|
|
|
|
(540
|
)
|
|
|
(1,285
|
)
|
|
Gain on spin-off of United Maritime Corporation
|
|
|
|
|
|
|
-
|
|
|
|
2,800
|
|
|
Interest and other income
|
|
|
|
|
|
|
958
|
|
|
|
336
|
|
|
Foreign currency exchange (losses)/ gain, net
|
|
|
|
|
|
|
(130
|
)
|
|
|
135
|
|
|
Total other expenses, net
|
|
|
|
|
|
|
(15,240
|
)
|
|
|
(8,296
|
)
|
|
Net (loss) / income before taxes
|
|
|
|
|
|
|
(8,547
|
)
|
|
|
16,718
|
|
|
Income taxes
|
|
|
|
|
|
|
-
|
|
|
|
28
|
|
|
Net (loss) / income
|
|
|
|
|
|
|
(8,547
|
)
|
|
|
16,746
|
|
|
Dividends to non-vested participating securities
|
|
|
14
|
|
|
|
(114
|
)
|
|
|
-
|
|
|
Net (loss) / income attributable to common shareholders
|
|
|
|
|
|
|
(8,661
|
)
|
|
|
16,746
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) / income per common share, basic
|
|
|
14
|
|
|
|
(0.48
|
)
|
|
|
0.96
|
|
|
Net (loss) / income per common share, diluted
|
|
|
14
|
|
|
|
(0.48
|
)
|
|
|
0.94
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic
|
|
|
14
|
|
|
|
18,177,002
|
|
|
|
17,353,902
|
|
|
Weighted average common shares outstanding, diluted
|
|
|
14
|
|
|
|
18,177,002
|
|
|
|
17,842,518
|
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
Seanergy Maritime Holdings Corp.
Unaudited Interim Consolidated
Statements of Stockholders’ Equity
For the nine-month periods ended September 30, 2023 and 2022
(In thousands of US Dollars, except for share data)
| |
|
Preferred stock Series B
|
|
Common stock
|
|
|
Additional
paid-in
|
|
|
Accumulated
|
|
|
Total
stockholders’
|
|
| |
|
# of Shares
|
|
Par Value
|
|
# of Shares
|
|
|
Par Value
|
|
|
capital
|
|
|
deficit
|
|
|
equity
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2021
|
|
|
20,000
|
|
-
|
|
|
17,298,614
|
|
|
|
2
|
|
|
|
597,723
|
|
|
|
(353,249
|
)
|
|
|
244,476
|
|
|
Issuance of common stock (including the exercise of warrants)
|
|
|
-
|
|
-
|
|
|
10,000
|
|
|
|
-
|
|
|
|
70
|
|
|
|
-
|
|
|
|
70
|
|
|
Stock based compensation
|
|
|
-
|
|
-
|
|
|
883,000
|
|
|
|
-
|
|
|
|
6,762
|
|
|
|
-
|
|
|
|
6,762
|
|
|
Dividends ($1.00 per share)
|
|
|
-
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(17,924
|
)
|
|
|
(17,924
|
)
|
|
Cumulative adjustment due to adoption of ASU 2020-06
|
|
|
-
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,165
|
)
|
|
|
10,216
|
|
|
|
(10,949
|
)
|
|
United Maritime Corporation spin-off
|
|
|
-
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,728
|
)
|
|
|
(13,728
|
)
|
|
Net income
|
|
|
-
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,746
|
|
|
|
16,746
|
|
|
Balance, September 30, 2022
|
|
|
20,000
|
|
|
|
|
18,191,614
|
|
|
|
2
|
|
|
|
583,390
|
|
|
|
(357,939
|
)
|
|
|
225,453
|
|
| |
|
Preferred stock Series B
|
|
Common stock
|
|
|
Additional
paid-in
|
|
|
Accumulated
|
|
|
Total
stockholders’
|
|
| |
|
# of Shares
|
|
Par Value
|
|
# of Shares
|
|
|
Par Value
|
|
|
capital
|
|
|
deficit
|
|
|
equity
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022
|
|
|
20,000
|
|
|
-
|
|
|
18,191,614
|
|
|
|
2
|
|
|
|
583,691
|
|
|
|
(361,994
|
)
|
|
|
221,699
|
|
|
Stock based compensation (Note 15)
|
|
|
-
|
|
|
-
|
|
|
1,823,800
|
|
|
|
-
|
|
|
|
8,601
|
|
|
|
-
|
|
|
|
8,601
|
|
|
Dividends ($0.075 per share) (Note 11)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,483
|
)
|
|
|
(1,483
|
)
|
|
Warrants buyback (Note 11)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
(816
|
)
|
|
|
-
|
|
|
|
(816
|
)
|
|
Share buyback (Note 11)
|
|
|
-
|
|
|
-
|
|
|
(362,161
|
)
|
|
|
-
|
|
|
|
(1,583
|
)
|
|
|
-
|
|
|
|
(1,583
|
)
|
|
Redemption of fractional shares due to reverse stock split
|
|
|
-
|
|
|
-
|
|
|
(4,297
|
)
|
|
|
-
|
|
|
|
(23
|
)
|
|
|
-
|
|
|
|
(23
|
)
|
|
Net loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,547
|
)
|
|
|
(8,547
|
)
|
|
Balance, September 30, 2023
|
|
|
20,000
|
|
|
-
|
|
|
19,648,956
|
|
|
|
2
|
|
|
|
589,870
|
|
|
|
(372,024
|
)
|
|
|
217,848
|
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
Seanergy Maritime Holdings Corp.
Unaudited Interim Consolidated
Statements of Cash Flows
For the nine-month periods ended September 30, 2023 and 2022
(In thousands of US Dollars)
| |
|
2023
|
|
|
2022
|
|
|
Net cash provided by operating activities
|
|
|
11,050
|
|
|
|
29,040
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of vessels
|
|
|
23,910
|
|
|
|
-
|
|
|
Finance lease prepayment
|
|
|
(3,500
|
)
|
|
|
-
|
|
|
Vessels acquisitions and improvements
|
|
|
(146
|
)
|
|
|
(38,565
|
)
|
|
Other fixed assets, net
|
|
|
(176
|
)
|
|
|
(99
|
)
|
|
Investment in Series C preferred shares
|
|
|
-
|
|
|
|
(10,139
|
)
|
|
Term deposits
|
|
|
-
|
|
|
|
1,500
|
|
|
Deposits assets, non-current
|
|
|
1,325
|
|
|
|
-
|
|
|
Net cash provided by/ (used in) investing activities
|
|
|
21,413
|
|
|
|
(47,303
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of common stock and warrants
|
|
|
-
|
|
|
|
70
|
|
|
Payments for repurchase of common stock
|
|
|
(1,583
|
)
|
|
|
-
|
|
|
Payments for repurchase of warrants
|
|
|
(808
|
)
|
|
|
-
|
|
|
Dividends paid
|
|
|
(5,539
|
)
|
|
|
(13,376
|
)
|
|
Proceeds from long term debt and other financial liabilities
|
|
|
53,750
|
|
|
|
80,300
|
|
|
Repayments of long term debt and other financial liabilities
|
|
|
(79,374
|
)
|
|
|
(57,769
|
)
|
|
Repayments of convertible notes
|
|
|
(8,000
|
)
|
|
|
(10,000
|
)
|
|
Payments of fractional shares due to reverse stock split
|
|
|
(23
|
)
|
|
|
-
|
|
|
Payments of financing and stock issuance costs
|
|
|
(1,318
|
)
|
|
|
(1,022
|
)
|
|
Net cash used in financing activities
|
|
|
(42,895
|
)
|
|
|
(1,797
|
)
|
|
Net decrease in cash and cash equivalents and restricted cash
|
|
|
(10,432
|
)
|
|
|
(20,060
|
)
|
|
Cash and cash equivalents and restricted cash at beginning of period
|
|
|
32,477
|
|
|
|
45,626
|
|
|
Cash and cash equivalents and restricted cash at end of period
|
|
|
22,045
|
|
|
|
25,566
|
|
| |
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
13,652
|
|
|
|
8,283
|
|
| |
|
|
|
|
|
|
|
|
|
Noncash investing activities:
|
|
|
|
|
|
|
|
|
|
Vessels acquisitions and improvements
|
|
|
-
|
|
|
|
2,765
|
|
| |
|
|
|
|
|
|
|
|
|
Noncash financing activities:
|
|
|
|
|
|
|
|
|
|
Dividends declared but not paid
|
|
|
491
|
|
|
|
4,548
|
|
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
1.
|
Basis of Presentation and General Information:
|
Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”) was formed under the laws of the Republic of the Marshall Islands on January 4, 2008, with executive offices located in Glyfada, Greece.
The Company’s common shares are listed on the Nasdaq Capital Market under the symbol “SHIP”. The Company provides global transportation solutions in the dry bulk shipping sector through its subsidiaries.
The accompanying unaudited interim consolidated financial statements include the accounts of Seanergy Maritime Holdings Corp. and its subsidiaries (collectively, the “Company” or “Seanergy”).
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial
information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements have been prepared on the same basis and should be read
in conjunction with the financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 31, 2023 and, in the opinion of management, reflect
all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the nine months
ended September 30, 2023 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2023.
The consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes
required by U.S. GAAP for complete financial statements.
On February 16, 2023, the Company’s common stock began trading on a split-adjusted basis, following a February 9, 2023 approval from the Company’s Board of Directors to reverse split the Company’s
common stock at a ratio of one-for-ten (Note 11). All share and per share amounts disclosed in the consolidated financial statements and notes give effect to this reverse stock split retroactively, for all periods presented. No fractional shares
were issued in connection with the reverse split. Shareholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share.
As of September 30, 2023, the Company had a working capital deficit of $28,504 which is mainly due to the scheduled loan and convertible note payments of $33,259 and $3,076, net of deferred charges,
respectively. Additionally, another part of the working capital deficit relates to pre-collected revenue of $1,659 included in deferred revenue. This amount represents a current liability that does not require future cash settlement. The Company’s
cash flow projections for the period after one year after the date that the financial statements are issued indicate that cash on hand and cash provided by operating activities will be sufficient to cover the liquidity needs that become due within
one year after the date that the financial statements are issued.
Consequently, the unaudited interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
a.
|
Subsidiaries in Consolidation:
|
Seanergy’s subsidiaries included in these unaudited interim consolidated financial statements as of September 30, 2023:
|
Company
|
|
Country of
Incorporation
|
|
Vessel name
|
|
Date of Delivery
|
|
Date of
Sale/Disposal
|
|
Seanergy Management Corp. (1)(2)
|
|
Marshall Islands
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Seanergy Shipmanagement Corp. (1)(2)
|
|
Marshall Islands
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Emperor Holding Ltd. (1)
|
|
Marshall Islands
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Pembroke Chartering Services Limited (1)(3)(4)
|
|
Malta
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Sea Genius Shipping Co. (1)
|
|
Marshall Islands
|
|
Geniuship
|
|
October 13, 2015
|
|
N/A
|
|
Premier Marine Co. (1)
|
|
Marshall Islands
|
|
Premiership
|
|
September 11, 2015
|
|
N/A
|
|
Squire Ocean Navigation Co. (1)
|
|
Liberia
|
|
Squireship
|
|
November 10, 2015
|
|
N/A
|
|
Lord Ocean Navigation Co. (1)(5)
|
|
Liberia
|
|
Lordship
|
|
November 30, 2016
|
|
April 28, 2023
|
|
Champion Marine Co. (1)
|
|
Marshall Islands
|
|
Championship
|
|
November 7, 2018
|
|
N/A
|
|
Fellow Shipping Co. (1)
|
|
Marshall Islands
|
|
Fellowship
|
|
November 22, 2018
|
|
N/A
|
|
Friend Ocean Navigation Co. (1)
|
|
Liberia
|
|
Friendship
|
|
July 27, 2021
|
|
N/A
|
|
World Shipping Co. (1)
|
|
Marshall Islands
|
|
Worldship
|
|
August 30, 2021
|
|
N/A
|
|
Duke Shipping Co. (1)
|
|
Marshall Islands
|
|
Dukeship
|
|
November 26, 2021
|
|
N/A
|
|
Partner Marine Co. (1)(5)
|
|
Marshall Islands
|
|
Partnership
|
|
March 9, 2022
|
|
N/A
|
|
Honor Shipping Co. (1)
|
|
Marshall Islands
|
|
Honorship
|
|
June 27, 2022
|
|
N/A
|
|
Paros Ocean Navigation Co. (1)
|
|
Liberia
|
|
Paroship
|
|
December 27, 2022
|
|
N/A
|
|
Knight Ocean Navigation Co. (1)(5)
|
|
Liberia
|
|
Knightship
|
|
December 13, 2016
|
|
April 6, 2023
|
|
Flag Marine Co. (1)(5)
|
|
Marshall Islands
|
|
Flagship
|
|
May 6, 2021
|
|
May 11, 2021
|
|
Hellas Ocean Navigation Co. (1)(5)
|
|
Liberia
|
|
Hellasship
|
|
May 6, 2021
|
|
June 28, 2021
|
|
Patriot Shipping Co. (1)(5)
|
|
Marshall Islands
|
|
Patriotship
|
|
June 1, 2021
|
|
June 28, 2021
|
|
Good Ocean Navigation Co. (1)(Note 6)
|
|
Liberia
|
|
Goodship
|
|
August 7, 2020
|
|
February 10, 2023
|
|
Traders Shipping Co. (1)(Note 6)
|
|
Marshall Islands
|
|
Tradership
|
|
June 9, 2021
|
|
February 28, 2023
|
|
Gladiator Shipping Co. (1)(4)
|
|
Marshall Islands
|
|
Gladiatorship
|
|
September 29, 2015
|
|
October 11, 2018
|
|
Leader Shipping Co. (1)(4)
|
|
Marshall Islands
|
|
Leadership
|
|
March 19, 2015
|
|
September 30, 2021
|
|
Partner Shipping Co. Limited (1)(4)
|
|
Malta
|
|
Partnership
|
|
May 31, 2017
|
|
March 9, 2022
|
|
Martinique International Corp. (1)(4)
|
|
British Virgin Islands
|
|
Bremen Max
|
|
September 11, 2008
|
|
March 7, 2014
|
|
Harbour Business International Corp. (1)(4)
|
|
British Virgin Islands
|
|
Hamburg Max
|
|
September 25, 2008
|
|
March 10, 2014
|
|
Titan Ocean Navigation Co. (1)
|
|
Liberia
|
|
Note 16
|
|
Note 16
|
|
N/A
|
|
(1)
|
Subsidiaries wholly owned
|
|
(3)
|
Chartering services company
|
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
2.
|
Significant Accounting Policies:
|
A discussion of the Company’s significant accounting policies can be found in the Company’s consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31,
2022, filed with the SEC on March 31, 2023. There have been no material changes to these policies in the nine-month period ended September 30, 2023.
Recent Accounting Pronouncements
There are no recent accounting pronouncements the adoption of which are expected to have a material effect on the Company’s unaudited interim financial statements for the nine-month period ended
September 30, 2023.
|
3.
|
Transactions with Related Parties:
|
Details of the Company’s transactions with related parties are discussed in Note 3 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022
annual report on Form 20-F filed with the SEC on March 31, 2023, and are supplemented by the below new activities within the period.
Management Agreements:
During the nine-month period ended September 30, 2023, fees charged from Seanergy to United Maritime Corporation (“United”) in relation to services provided under the various management agreements
entered into with respect to United’s fleet amounted to $2,671 and are included in “Fees from related parties” in the accompanying interim unaudited statement of operations.
As of September 30, 2023, balance due from United amounted to $1,839 and is included in “Due from related parties” in the accompanying unaudited consolidated balance sheets, related to United
management fees and working capital advances.
On December 27, 2022, Seanergy entered into two memoranda of agreement to sell two Capesize vessels to United for an aggregate purchase price of $36,250. The sales were completed and the two vessels
were delivered to United in February 2023 (Note 6).
Stock Purchases by the CEO & the CFO:
During the nine-month period ended September 30, 2023, Seanergy’s Chairman and Chief Executive Officer, Stamatios Tsantanis, has purchased 175,000 shares at an average price of $5.29 per share, or
approximately $925 worth of the Company’s common stock, in the open market. In addition, the Company’s Chief Financial Officer, Stavros Gyftakis, has purchased 18,510 shares at an average price of $5.40 per share, or approximately $100 worth of the
Company’s common stock in the open market during the same period.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
4.
|
Cash and Cash Equivalents and Restricted Cash:
|
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited consolidated balance sheets that sum to the total of the same such amounts
shown in the unaudited interim consolidated statements of cash flows:
| |
|
September
30,
2023
|
|
|
December 31,
2022
|
|
|
Cash and cash equivalents
|
|
|
16,495
|
|
|
|
26,027
|
|
|
Restricted cash
|
|
|
50
|
|
|
|
1,650
|
|
|
Restricted cash, non-current
|
|
|
5,500
|
|
|
|
4,800
|
|
|
Total
|
|
|
22,045
|
|
|
|
32,477
|
|
Restricted cash as of September 30, 2023 includes $2,000 of minimum liquidity requirements as per the Piraeus Bank Loan Facility (Note 7), $2,000 of minimum liquidity requirements as per the October
2022 Danish Ship Finance Loan Facility (Note 7), $500 of minimum liquidity requirements as per the August 2021 Alpha Bank Loan Facility (Note 7), $500 of minimum liquidity requirements as per the June 2022 Alpha Bank Loan Facility (Note 7), $500 of
minimum liquidity requirements as per the December 2022 Alpha Bank Loan Facility (Note 7), and $50 of restricted deposits pledged as collateral regarding credit cards balances with one of the Company’s financial institutions. Minimum liquidity, not
legally restricted, as of September 30, 2023, of $9,100 as per the Company’s credit facilities’ covenants, is included in “Cash and cash equivalents”.
Restricted cash as of December 31, 2022 includes $2,000 of minimum liquidity requirements as per the June 2022 Piraeus Bank Loan Facility (Note 7), $1,300 of minimum liquidity requirements as per the
October 2022 Danish Ship Finance Loan Facility, $500 of minimum liquidity requirements as per the August 2021 Alpha Bank Loan Facility (Note 7), $500 of minimum liquidity requirements as per the June 2022 Alpha Bank Loan Facility (Note 7), $500 of
minimum liquidity requirements as per the December 2022 Alpha Bank Loan Facility (Note 7), $1,600 of minimum liquidity requirement as per the Championship Cargill Sale and Leaseback (Note 7) and $50 of restricted deposits pledged as collateral
regarding credit cards balances with one of the Company’s financial institutions. Minimum liquidity, not legally restricted, as of December 31, 2022, of $10,700 as per the Company’s credit facilities’ covenants, is included in “Cash and cash
equivalents”.
The amounts in the accompanying unaudited consolidated balance sheets are analyzed as follows:
| |
|
September 30,
2023
|
|
|
December 31,
2022
|
|
|
Bunkers
|
|
|
-
|
|
|
|
392
|
|
|
Lubricants
|
|
|
1,451
|
|
|
|
1,603
|
|
|
Total
|
|
|
1,451
|
|
|
|
1,995
|
|
As of September 30, 2023, there was no bunkers inventory as all vessels were employed under time charter agreements.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The amounts in the accompanying unaudited consolidated balance sheets are analyzed as follows:
| |
|
September 30,
2023
|
|
|
December 31,
2022
|
|
|
Cost:
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
511,516
|
|
|
|
488,049
|
|
|
- Additions
|
|
|
419
|
|
|
|
71,224
|
|
|
- Vessels contributed to United Maritime Corporation
|
|
|
-
|
|
|
|
(17,948
|
)
|
|
- Transfer to “Assets held for Sale”
|
|
|
-
|
|
|
|
(29,809
|
)
|
|
Ending balance
|
|
|
511,935
|
|
|
|
511,516
|
|
| |
|
|
|
|
|
|
|
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
(77,383
|
)
|
|
|
(61,987
|
)
|
|
- Depreciation for the period
|
|
|
(18,009
|
)
|
|
|
(23,294
|
)
|
|
- Vessels contributed to United Maritime Corporation
|
|
|
-
|
|
|
|
5,046
|
|
|
- Transfer to “Assets held for Sale”
|
|
|
-
|
|
|
|
2,852
|
|
|
Ending balance
|
|
|
(95,392
|
)
|
|
|
(77,383
|
)
|
| |
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
416,543
|
|
|
|
434,133
|
|
During the nine-month period ended September 30, 2023, an amount of $419 of expenditures were capitalized that concern improvements on vessels performance and meeting environmental standards mainly
due to installation of ballast water treatment systems and other energy saving devices. The cost of these additions was accounted as major improvement and were capitalized over the vessels’ cost and will be depreciated over the remaining useful
life of each vessel. Amounts paid for the additions are included in “Vessels acquisitions and improvements” under “Cash flows from investing activities” in the unaudited interim consolidated statements of cash flows.
As of September 30, 2023, all vessels, except for the Knightship, the Lordship, the Flagship, the Partnership, the Hellasship and the Patriotship that are financed through other
financial liabilities (sale and leaseback agreements), are mortgaged to secure loans of the Company (Note 7).
Gain on sale of vessels, net
On December 27, 2022, the Company entered into an agreement with United for the sale of the Goodship for a gross sale price of $17,500. As of December 31,
2022, the vessel along with the associated inventories were classified in current assets as “Assets held for sale” in the unaudited consolidated balance sheets, according to the provisions of ASC 360, as all the criteria for this classification
were met. The vessel was delivered to her new owners on February 10, 2023. A gain on sale of vessel, net of sale expenses, amounting to $4,887 was recognized and is presented as “Gain on sale of vessels, net” in the unaudited interim consolidated
statement of operations.
On December 27, 2022, the Company entered into an agreement with United for the sale of the Tradership for a gross sale price of $18,750. As of December 31,
2022, the vessel along with the associated inventories were classified in current assets as “Assets held for sale” in the unaudited consolidated balance sheets, according to the provisions of ASC 360, as all the criteria for this classification
were met. The vessel was delivered to her new owners on February 28, 2023. A gain on sale of vessel, net of sale expenses, amounting to $3,207 was recognized and is presented as “Gain on sale of vessels, net” in the unaudited interim consolidated
statement of operations.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 7. |
Long-Term Debt and Other Financial Liabilities:
|
The amounts in the accompanying unaudited consolidated balance sheets are analyzed as follows:
| |
|
September 30,
2023
|
|
|
December 31,
2022
|
|
|
Long-term debt and other financial liabilities
|
|
|
223,079
|
|
|
|
235,603
|
|
|
Less: Deferred financing costs
|
|
|
(2,858
|
)
|
|
|
(3,727
|
)
|
|
Total
|
|
|
220,221
|
|
|
|
231,876
|
|
|
Less – current portion
|
|
|
(33,259
|
)
|
|
|
(35,051
|
)
|
|
Long-term portion
|
|
|
186,962
|
|
|
|
196,825
|
|
| |
|
|
|
|
|
|
|
|
|
Debt related to assets held for sale
|
|
|
-
|
|
|
|
13,100
|
|
|
Less: Deferred financing costs
|
|
|
-
|
|
|
|
(110
|
)
|
|
Total
|
|
|
-
|
|
|
|
12,990
|
|
| |
|
|
|
|
|
|
|
|
|
Total debt net of deferred financing costs and debt discounts
|
|
|
220,221
|
|
|
|
244,866
|
|
Details of the Company’s secured credit and other financial liabilities are discussed in Note 7 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s
2022 annual report on Form 20-F filed with the SEC on March 31, 2023, and are supplemented by the below new activities within the period.
Senior long-term debt
Loan Facilities amended during the nine-month period ended September 30, 2023
October 2022 Danish Ship Finance Loan Facility
On April 18, 2023, the Company amended and restated the loan facility with Danish Ship Finance secured by the Fellowship and the Premiership to refinance the Championship Cargill Sale and Leaseback. The amended and restated facility includes a new tranche (Tranche C) of $15,750 secured by the Championship, while a
sustainability adjustment mechanism was introduced in respect of the underlying interest rate of the facility. The new tranche has a five-year term and the repayment schedule comprises eight quarterly installments of $725 followed by twelve
quarterly installments of $585 and a final balloon of $2,930 payable together with the final installment. The interest rate is 2.65% over 3-month Term SOFR per annum, which can be increased or decreased by 0.05% based on certain emission reduction
thresholds. For the new tranche secured by the Championship the borrower is required to maintain a minimum liquidity amount of $700, while each of the borrowers under
the Premiership and Fellowship tranches are still required to maintain minimum liquidity of $650 in their respective retention accounts.
August 2021 Alpha Bank Loan Facility
On April 28, 2023, the Company prepaid $11,976 of Tranche A using the proceeds from the Village Seven Sale and Leaseback (described below) and as a result all the securities regarding the Lordship were irrevocably and unconditionally released. Following the prepayment of the Lordship, Tranche A is repayable by seven quarterly installments of $601 each and
a final balloon of $10,284 payable together with the final installment and Tranche B is repayable by eight quarterly installments of $258 each and a final balloon of $3,918 payable together with the final installment. The repayment of installments
for both tranches will commence from the fourth quarter of 2023.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Furthermore, on May 22, 2023, the Company received a notice from Alpha Bank replacing the LIBOR with Term SOFR, which was finalized through a supplemental agreement signed on November 10, 2023.
Following this transition, Tranche A bears interest at Term SOFR plus a margin of 3.55% and Tranche B bears interest at Term SOFR plus a margin of 3.30%.
June 2022 Piraeus Bank Loan Facility
On July 3, 2023, the Company entered into an agreement to replace the LIBOR with Term SOFR as reference rate. Following the transition from LIBOR to Term SOFR,
the facility bears interest at Term SOFR plus a margin of 3.0% and a credit adjustment spread (as defined therein). Additionally, the Company agreed to reduce the corporate leverage ratio, as defined in the loan facility, from 85% to 70%, with
effect from June 30, 2023, until the maturity date of the facility.
Sinopac Loan Facility
On August 25, 2023, the Company entered into an agreement to replace the LIBOR with Term SOFR as reference rate. Following the transition from LIBOR to Term
SOFR, the facility bears interest at Term SOFR plus a margin of 3.5%.
Loan Facilities repaid during the nine-month period ended September 30, 2023
ABB Loan Facility
On February 9, 2023, in connection with the disposal of the Goodship, the Company fully prepaid the outstanding loan amount of $6,100 under the facility. On
February 24, 2023, in connection with the disposal of the Tradership, the company fully prepaid the remaining outstanding loan amount of $6,800. Following the full prepayment of the ABB Loan Facility, all
securities created in favor of ABB were irrevocably and unconditionally released.
Other Financial Liabilities – Sale and Leaseback Transactions
New Sale and Leaseback Activities during the nine-month period ended September 30, 2023
Evahline Sale and Leaseback
On March 29, 2023, the Company entered a $19,000 sale and leaseback agreement with a subsidiary of Evahline Inc. for the refinancing of the Hanchen Sale and Leaseback. The agreement became effective
on April 6, 2023, upon the delivery of the Knightship to the lessor. The charterhire principal amortizes in seventy-two consecutive monthly installments of approximately $264 each, bearing an interest rate
of 3-month Term SOFR plus 2.80% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the six-year
bareboat period, following the full amortization of the charterhire principal, the ownership of the vessel will be transferred to the Company at no additional cost. In addition, the Company is required to
maintain a security cover ratio (as defined therein) of not less than 120%.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Village Seven Sale and Leaseback
On April 24, 2023, the Company entered a $19,000 sale and leaseback agreement to partially refinance the August 2021 Alpha Bank Loan Facility, secured by the Lordship,
as well as the Squireship and the Friendship. The Lordship was sold and chartered back on a bareboat basis for a period of
four years and five months. The Company has continuous options to repurchase the vessel at predetermined prices, following the second anniversary of the bareboat charter. At the end of the bareboat period, the Company has the option to repurchase
the vessel for $7,800 which the Company expects to exercise. The charterhire principal amortizes in fifty-three consecutive monthly installments of approximately $211 each, bearing an interest rate of 3-month Term SOFR plus 3.00% per annum.
Sale and Leaseback Activities amended during the nine-month period ended September 30, 2023
CMBFL Sale and Leaseback
On September 25, 2023, the Company entered into an agreement to replace the LIBOR with Term SOFR as reference rate. Following the transition from LIBOR to Term SOFR, the financings bear interest at
Term SOFR plus a margin of 3.50% and a credit adjustment spread (as defined therein).
Sale and Leaseback Activities repaid during the nine-month period ended September 30, 2023
Championship Cargill Sale and Leaseback
On April 24, 2023, the Company purchased back the Championship from Cargill and took delivery of the vessel after full settlement of the amount of
approximately $16,480. The Championship was refinanced by the October 2022 Danish Ship Finance Loan Facility described above.
Hanchen Sale and Leaseback
On April 6, 2023, the Company purchased back the Knightship from Hanchen Limited and took delivery of the vessel after full settlement of the outstanding
balance of approximately $11,221. The sale and leaseback was refinanced by the Evahline Sale and Leaseback described above.
All of the Company’s secured facilities (i.e., long-term debt and other financial liabilities) bear either floating interest at SOFR plus a margin or fixed interest.
Certain of the Company’s long-term debt and other financial liabilities contain financial covenants and undertakings requiring the Company to maintain various financial ratios, including:
| |
• |
a minimum borrower’s liquidity;
|
| |
• |
a minimum guarantor’s liquidity;
|
| |
• |
a security coverage requirement; and
|
As of September 30, 2023, the Company was in compliance with all covenants relating to its loan facilities as at that date.
As of September 30, 2023, ten of the Company’s owned vessels, having a net carrying value of $274,199, were subject to first and second priority mortgages as collaterals to their long-term debt
facilities. In addition, the Company’s six bareboat chartered vessels, having a net carrying value of $142,344 as of September 30, 2023, have been financed through sale and leaseback agreements. As in typical leaseback agreements the title of
ownership is held by the relevant lenders.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The annual principal payments required to be made after September 30, 2023 for all long-term debt and other financial liabilities, are as follows:
|
Twelve month periods ending September 30,
|
|
Amount
|
|
|
2024
|
|
|
34,337
|
|
|
2025
|
|
|
45,414
|
|
|
2026
|
|
|
62,295
|
|
|
2027
|
|
|
58,003
|
|
|
Thereafter
|
|
|
23,030
|
|
|
Total
|
|
|
223,079
|
|
Details of the Company’s convertible note issued to Jelco Delta Holding Corp. (“JDH”) are discussed in Note 8 of the consolidated financial statements for the year ended December 31, 2022, included in
the Company’s 2022 annual report on Form 20-F filed with the SEC on March 31, 2023.
The amounts in the accompanying unaudited consolidated balance sheets are analyzed as follows:
| |
|
September 30,
2023
|
|
|
December 31,
2022
|
|
|
Convertible notes
|
|
|
3,165
|
|
|
|
11,165
|
|
|
Less: Deferred financing costs
|
|
|
(3
|
)
|
|
|
(9
|
)
|
|
Less: Change in fair value of conversion option
|
|
|
(86
|
)
|
|
|
(323
|
)
|
|
Total
|
|
|
3,076
|
|
|
|
10,833
|
|
|
Less - current portion
|
|
|
(3,076
|
)
|
|
|
(10,833
|
)
|
|
Long-term portion
|
|
|
-
|
|
|
|
-
|
|
September 7, 2015 - $21,165 Revolving Convertible Note (Second JDH Note)
On January 3, 2023, the Company paid $8,000 of the outstanding balance of the Second JDH Note. The total outstanding balance is due for payment on December 31, 2023. As of September 30, 2023, $3,165
was outstanding under the Second JDH Note.
The Company may, by giving five business days prior written notice to JDH at any time, prepay the whole or any part of the Second JDH Note in cash or, subject to JDH’s prior written agreement on the
price per share, in a number of fully paid and nonassessable shares of the Company equal to the amount of the note(s) being prepaid divided by the agreed price per share. At JDH’s option, the Company’s obligation to repay the principal amount under
the Second JDH Note or any part thereof may be paid in common shares at a conversion price of $12.0 per share. JDH has also received customary registration rights with respect to any shares to be received upon conversion of the Second JDH Note.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
9.
|
Financial Instruments:
|
The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements
to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same guidance requires that assets and liabilities carried at fair
value should be classified and disclosed in one of the following three categories based on the inputs used to determine its fair value:
•Level 1: Quoted market prices in active markets for identical assets or liabilities;
•Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data;
•Level 3: Unobservable inputs that are not corroborated by market data.
|
(a)
|
Significant Risks and Uncertainties, including Business and Credit Concentration
|
The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative
credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and
generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk.
|
(b)
|
Fair Value of Financial Instruments
|
The fair values of the financial instruments shown in the unaudited consolidated balance sheets as of September 30, 2023 and December 31, 2022, represent management’s best estimate of the amounts that
would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date.
Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair
value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the
circumstances.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
| a. |
Cash and cash equivalents, restricted cash, accounts receivable trade, other current assets and trade accounts and other payables: the carrying amounts approximate fair value because of the short maturity of these
instruments. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current.
|
| b. |
Long-term debt and other financial liabilities: The carrying value of long-term debt and other financial liabilities with variable interest rates (obtained through Level 2 inputs of the fair value hierarchy)
approximates the fair market value as the long-term debt and other financial liabilities bear interest at floating interest rate. The fair market value of fixed interest long-term debt, with carrying value of $15,745, is estimated at
$14,817 using the prevailing market rates as of the period end. The fair value of the fixed interest long-term debt has been obtained through Level 2 inputs of the fair value hierarchy.
|
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 10. |
Commitments and Contingencies:
|
Contingencies
Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise
from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. As of September 30, 2023, management is not aware of any material claims or contingent liabilities, which have not
been disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management
is not aware of any such claims or contingent liabilities that should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the
individual vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.
Commitments
The Company operates certain of its vessels under lease agreements. Time charters typically may provide for charterers’ options to extend the lease terms and termination clauses. The Company’s time
charters range from 10 to 60 months and extension periods vary from 2 to 7 months. In addition, the time charters contain termination clauses which protect either the Company or the charterers from material adverse events. Variable lease payments
in the Company’s time charters vary based on changes on freight market index. The Company has the option to convert some of these variable lease payments to fixed based on the prevailing Capesize forward freight agreement rates.
The following table sets forth the Company’s future minimum contractual charter revenue based on vessels committed to non-cancelable time charter contracts as at September 30, 2023. For index-linked
time charter contracts the calculation was made using the initial charter rates (these amounts do not include any assumed off-hire).
|
Twelve month periods ending September 30,
|
|
Amount
|
|
|
2024
|
|
|
95,491
|
|
|
2025
|
|
|
18,711
|
|
|
2026
|
|
|
9,116
|
|
|
Total
|
|
|
123,318
|
|
The office rent expense for the periods ended September 30, 2023 and 2022 was $124 and $120, respectively.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The following table sets forth the Company’s undiscounted office rental obligations as at September 30, 2023:
|
Twelve month periods ending September 30,
|
|
Amount
|
|
|
2024
|
|
|
127
|
|
|
2025
|
|
|
127
|
|
|
2026
|
|
|
127
|
|
|
2027
|
|
|
127
|
|
|
Thereafter
|
|
|
64
|
|
|
Total
|
|
|
572
|
|
|
Less: imputed interest
|
|
|
(158
|
)
|
|
Present value of lease liabilities
|
|
|
414
|
|
| |
|
|
|
|
|
Lease liabilities, current
|
|
|
102
|
|
|
Lease liabilities, non-current
|
|
|
312
|
|
|
Present value of lease liabilities
|
|
|
414
|
|
On May 9, 2023, the Company entered into a twelve-month bareboat charter agreement with an unaffiliated third party for a secondhand Newcastlemax vessel, which was renamed Titanship. As of September 30, 2023, the Company has advanced a down payment of $3,500 which was paid upon signing of the agreement and such amount is included in “Prepaid expenses other, non-current” in the unaudited
consolidated balance sheets. Seanergy paid $3,500 upon delivery of the vessel to the Company, which took place on October 24, 2023 (Note 16), and will be paying a daily bareboat rate of $9 over the period of the twelve-month bareboat charter. At
the end of the bareboat period, the Company has an option to purchase the vessel for $20,200.
Details of the Company’s common stock and warrants are discussed in Note 11 of the consolidated financial statements for the year ended December 31, 2022, included in the Company’s 2022 annual report
on Form 20-F filed with the SEC on March 31, 2023 and are supplemented by the below new activities into the nine-month period.
On January 31, 2023, the Company received written notification from NASDAQ, indicating that the Company was granted an additional 180-day grace period, until July 31, 2023, to cure its non-compliance
with Nasdaq Listing Rule 5550(a)(2). At the opening of trading on February 16, 2023, following a February 9, 2023 approval from the Company’s Board of Directors, the Company effected a one-for-ten reverse stock split of the Company’s common stock.
On March 3, 2023, the Company received written notification from Nasdaq that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock (Note 1).
On January 30, 2023, the Company paid a regular quarterly dividend of $0.25 per share declared on November 29, 2022 for the third quarter of 2022 to all shareholders of record as of December 28, 2022.
On April 25, 2023, the Company paid a regular quarterly dividend of $0.025 per share declared on March 13, 2023 for the fourth quarter of 2022 to all shareholders of record as of March 31, 2023.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
On July 6, 2023, the Company paid a regular quarterly dividend of $0.025 per share declared on May 24, 2023 for the first quarter of 2023 to all shareholders of record as of June 22, 2023.
On August 2, 2023, the Company announced a regular quarterly dividend of $0.025 per share for the second quarter of 2023 which was paid on October 6, 2023 to all shareholders of record as of September
22, 2023 (Note 16). The dividend declared on August 1, 2023 amounting to $491 is included in “Other current liabilities” as of September 30, 2023 in the accompanying unaudited consolidated balance sheets.
The total dividends declared in the nine-month period ended September 30, 2023, amounted to $1,483.
In June 2022, the Board of Directors of the Company authorized an additional share repurchase plan under which the Company may repurchase up to $5,000 of its outstanding common shares, convertible
note or warrants. On November 28, 2022, the Company’s Board of Directors authorized the extension of the share repurchase plan until December 31, 2023. As of September 30, 2023, the Company has repurchased 362,161 of its outstanding common shares
at an average price of approximately $4.35 for a total of $1,583, inclusive of commissions and fees. All the repurchased shares have been cancelled as of September 30, 2023.
All warrants are classified in equity, according to the Company’s significant accounting policy.
As of September 30, 2023, the number of remaining Class D Warrants outstanding is 4,368,750.
On January 10, 2023, the Company completed its tender offer to purchase all outstanding Class E Warrants at a price of $0.20 per warrant. The total number of warrants tendered was 4,038,114 warrants,
representing approximately 47% of the outstanding Class E Warrants at the time of the tender offer. As of September 30, 2023, the number of remaining Class E Warrants outstanding is 4,494,599.
As of September 30, 2023, the number of common shares that can potentially be issued under each outstanding warrant are:
|
Warrant
|
|
Shares to be issued
upon exercise of
remaining warrants
|
|
|
Class D
|
|
|
27,304
|
|
|
Class E
|
|
|
449,459
|
|
|
Total
|
|
|
476,763
|
|
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
The following table presents the Company’s income statement figures derived from time charters for the nine-month periods ended September 30, 2023 and 2022:
| |
|
September 30,
|
|
| |
|
2023
|
|
|
2022
|
|
|
Vessel revenues from time charters, net of commissions
|
|
|
68,135
|
|
|
|
95,476
|
|
|
Total
|
|
|
68,135
|
|
|
|
95,476
|
|
The Accounts receivable trade, net of $305 and $720 as of September 30, 2023 and December 31, 2022, respectively, relate to time charters.
Deferred revenue as of September 30, 2023 was $1,659 and relates entirely to operating leases. The Deferred revenue is allocated on a straight-line basis over the minimum duration of each charter
party, except for unearned revenue, which represents cash received in advance of services which have not yet been provided. Revenue recognized in 2023 from amounts included in Deferred revenue at the beginning of the period was $2,085.
Charterers individually accounting for more than 10% of revenues during the nine-month periods ended September 30, 2023 and 2022 were:
|
Customer
|
|
2023
|
|
|
2022
|
|
|
A
|
|
|
27
|
%
|
|
|
22
|
%
|
|
B
|
|
|
26
|
%
|
|
|
16
|
%
|
|
C
|
|
|
17
|
%
|
|
|
19
|
%
|
|
D
|
|
|
14
|
%
|
|
|
16
|
%
|
|
Total
|
|
|
84
|
%
|
|
|
73
|
%
|
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 13. |
Interest and Finance Costs:
|
Interest and finance costs are analyzed as follows:
| |
|
September 30,
|
|
| |
|
2023
|
|
|
2022
|
|
|
Interest on long-term debt and other financial liabilities
|
|
|
13,384
|
|
|
|
7,686
|
|
|
Convertible notes interest expense
|
|
|
134
|
|
|
|
537
|
|
|
Amortization of deferred finance costs and debt discounts
|
|
|
1,778
|
|
|
|
1,696
|
|
|
Amortization of deferred finance costs and debt discounts (shares issued to third party - non-cash)
|
|
|
83
|
|
|
|
220
|
|
|
Other
|
|
|
149
|
|
|
|
143
|
|
|
Total
|
|
|
15,528
|
|
|
|
10,282
|
|
| 14. |
(Loss) / Earnings per Share:
|
The calculation of net income per common share is summarized below:
| |
|
September 30,
|
|
| |
|
2023
|
|
|
2022
|
|
| |
|
|
|
|
|
|
|
Net (loss) / income
|
|
$
|
(8,547
|
)
|
|
$
|
16,746
|
|
|
Less: Dividends to non-vested participating securities
|
|
|
(114
|
)
|
|
|
-
|
|
|
Net (loss) / income attributable to common shareholders, basic
|
|
$
|
(8,661
|
)
|
|
$
|
16,746
|
|
| |
|
|
|
|
|
|
|
|
|
Net (loss) / income attributable to common shareholders, diluted
|
|
$
|
(8,661
|
)
|
|
$
|
16,746
|
|
| |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic
|
|
|
18,177,002
|
|
|
|
17,353,902
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
-
|
|
|
|
205,209
|
|
|
Non-vested participating securities
|
|
|
-
|
|
|
|
283,407
|
|
|
Weighted average common shares outstanding, diluted
|
|
|
18,177,002
|
|
|
|
17,842,518
|
|
| |
|
|
|
|
|
|
|
|
|
Net (loss) / income per share attributable to common shareholders, basic
|
|
$
|
(0.48
|
)
|
|
$
|
0.96
|
|
|
Net (loss) / income per share attributable to common shareholders, diluted
|
|
$
|
(0.48
|
)
|
|
$
|
0.94
|
|
As of September 30, 2023, the 1,510,356 non-vested participating shares under the Company’s equity incentive plan were excluded from the computation of diluted shares as their effect was already
considered under the more dilutive two-class method used above (Note 15). Additionally, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS as of September 30, 2023, because to
do so would have anti-dilutive effect, are any incremental shares of unexercised warrants that are out-of-the money as of the reporting date (Note 11), calculated with the treasury stock method, as well as shares assumed to be converted with
respect to the convertible notes (Note 8) calculated with the if-converted method.
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
| 15. |
Equity Incentive Plan:
|
On March 27, 2023, the Compensation Committee granted an aggregate of 1,823,800 restricted shares of common stock pursuant to the Plan. Of the total 1,823,800 shares issued on March 27, 2023, 400,000
shares were granted to the non-executive members of the Board of Directors, 930,000 were granted to the executive officers, 433,800 shares were granted to certain of the Company’s non-executive employees and 60,000 shares were granted to the sole
director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $5.22. 607,974 shares vested on the date of the issuance, March 27, 2023, 607,913 shares vested on October 1, 2023 and 607,913 shares
will vest on October 1, 2024.
The related expense for shares granted to the Company’s Board of Directors and certain of its employees for the nine-month periods ended September 30, 2023 and 2022, amounted to $8,323 and $6,562,
respectively, and is included under general and administration expenses. The related expense for shares granted to non-employees for the nine-month periods ended September 30, 2023 and 2022, amounted to $278 and $200, respectively, and is included
under voyage expenses.
The unrecognized cost for the non-vested shares granted to the Company’s Board of Directors, certain of its employees and to non-employees as of September 30, 2023 and December 31, 2022 amounted to
$2,119 and $1,200, respectively. On September 30, 2023, the weighted-average period over which the total compensation cost related to non-vested awards granted to the Company’s Board of Directors and its other employees not yet recognized is
expected to be recognized is 0.76 years.
On October 6, 2023, the Company paid a dividend of $491 to all shareholders of record as of September 22, 2023 (Note 11).
On October 24, 2023, the Company took delivery of the Titanship under a 12-month bareboat charter agreement (Note
10). The Company paid an additional $3,500 upon delivery of the vessel according to the terms of the relevant bareboat charter agreement.
On November 14, 2023, the Company announced a regular quarterly dividend of $0.025 per share for the third quarter of 2023 payable on or about January 10, 2024 to all shareholders of record as of
December 22, 2023.
