6-K
Seanergy Maritime Holdings Corp. (SHIP)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2022
Commission File Number: 001-34848
SEANERGY MARITIME HOLDINGS CORP.
(Translation of registrant’s name into English)
154 Vouliagmenis Avenue
166 74 Glyfada
Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report (this “Report”) on Form 6-K as Exhibit 99.1 is a copy of the press release of Seanergy Maritime Holdings Corp. (the “Company”) dated November 29, 2022 titled “Seanergy Maritime Launches Tender Offer to Purchase its Outstanding Class E Warrants.”
Attached to this report (this “Report”) on Form 6-K as Exhibit 99.2 is a copy of the press release of the Company dated November 30, 2022 titled “Seanergy Maritime Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2022 and Declares Cash Dividend of $0.025 Per Share.”
This Report on Form 6-K, excluding the statements included in Exhibit 99.2 attributed to the Company’s Chief Executive Officer, is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-257693, 333-253332, 333-238136, 333-237500, 333-221058, 333-166697, 333-169813 and 333-214967).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: December 5, 2022 | ||
|---|---|---|
| SEANERGY MARITIME HOLDINGS CORP. | ||
| /s/ Stamatios Tsantanis | ||
| By: | Stamatios Tsantanis | |
| Chief Executive Officer |
Exhibit 99.1
Seanergy Maritime Launches Tender Offer to Purchase its Outstanding Class E Warrants
Glyfada, Greece, November 29, 2022 – Seanergy Maritime Holdings Corp. (NASDAQ: SHIP) (the “Company” or “Seanergy”) announced that it will commence tomorrow a tender offer to purchase its outstanding Class E Warrants (the “Warrants”) to purchase one common share, par value $0.0001, (the “shares”) at a price of $0.20 per warrant. The tender offer will expire at the end of the day, 5:00 P.M., Eastern Time, on January 10, 2023 unless extended. The Board of Directors determined that it is in the Company’s best interest to offer to purchase the Warrants at this time given the current market conditions and interests of shareholders.
Pursuant to the tender offer, the Company’s warrantholders may tender their warrants until the tender offer expires. Warrantholders will receive the purchase price in cash, less any applicable withholding taxes and without interest, subject to the conditions of the tender offer. These provisions are described in the Offer to Purchase and in the Letter of Transmittal relating to the tender offer that will be filed with the U.S. Securities and Exchange Commission. The tender offer is not conditioned upon the receipt of financing or any minimum number of Warrants being tendered, but is subject to certain other conditions. Specific instructions and an explanation of the terms and conditions of the tender offer are contained in the Offer to Purchase and related materials that will be mailed to warrantholders.
The Company has retained Continental Stock Transfer & Trust, N.A. as the depositary for the tender offer and Morrow Sodali LLC as the information agent.
Copies of the Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery will be mailed to the Company’s warrantholders. Warrantholders who would like to obtain a copy of these documents, without charge, or who have any questions, may direct their inquiries to Morrow Sodali LLC, the information agent for the tender offer, toll free at 800-662-5200. Warrantholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer.
About the Company
Seanergy Maritime Holdings Corp. is the only pure-play Capesize ship-owner publicly listed in the U.S. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. The Company’s operating fleet consists of 17 Capesize vessels with an average age of approximately 12.5 years and aggregate cargo carrying capacity of approximately 3,020,012 dwt.
The Company is incorporated in the Marshall Islands and has executive offices in Glyfada, Greece. The Company’s common shares trade on the Nasdaq Capital Market under the symbol “SHIP”.
Please visit our company website at: www.seanergymaritime.com.
Certain Information Regarding the Tender Offer
The information in this press release describing Seanergy’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Seanergy’s securities in the tender offer. The tender offer will be made only pursuant to the Offer to Purchase and the related materials that Seanergy will distribute to its warrantholders, as they may be amended or supplemented. Warrantholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Warrantholders of Seanergy may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Seanergy will file with the Securities and Exchange Commission from the Securities and Exchange Commission’s website at www.sec.gov. Warrantholders who would like to obtain a copy of these documents, without charge, or who have any questions, may direct their inquiries to Morrow Sodali LLC, the information agent for the tender offer, toll free at 800-662-5200. Warrantholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as “may”, “should”, “expects”, “intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates” and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company’s operating or financial results; the Company’s liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations outside the United States; broader market impacts arising from war (or threatened war) or international hostilities, such as between Russia and Ukraine; risks associated with the length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its effects on demand for dry bulk products and the transportation thereof; and other factors listed from time to time in the Company’s filings with the SEC, including its most recent annual report on Form 20-F. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
For further information please contact:
Seanergy Investor Relations
Tel: +30 213 0181 522
E-mail: ir@seanergy.gr
Capital Link, Inc.
Paul Lampoutis
230 Park Avenue Suite 1540
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com
Exhibit 99.2
Seanergy Maritime Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2022 and Declares Cash Dividend of $0.025 Per Share
Highlights of the Third Quarter of 2022:
| ■ | Net revenues: $34.0 million in Q3 2022, as compared to $48.2 million in Q3 2021 |
|---|---|
| ■ | Net Income: $7.1 million in Q3 2022, as compared to $20.1 million in Q3 2021 |
| --- | --- |
| ■ | Adjusted Net Income^1^: $7.6 million in Q3 2022, as compared to $22.8 million in Q3 2021 |
| --- | --- |
| ■ | EBITDA^1^: $18.6 million in Q3 2022, as compared to $30.1 million in Q3 2021 |
| --- | --- |
| ■ | Adjusted EBITDA^1^: $19.0 million in Q3 2022, as compared to $32.2 million in Q3 2021 |
| --- | --- |
| ■ | Earnings per share (“EPS”) (basic & diluted): $0.04 |
| --- | --- |
| ■ | Adjusted EPS^1^ (basic & diluted): $0.04 |
| --- | --- |
Highlights of the Nine Months ended September 30, 2022:
| ■ | Net revenues: $96.5 million in 9M 2022, as compared to $96.4 million in 9M 2021 |
|---|---|
| ■ | Net Income: $16.7 million in 9M 2022, as compared to $20.7 million in 9M 2021 |
| --- | --- |
| ■ | Adjusted Net Income^1^: $22.4 million in 9M 2022, as compared to $25.4 million in 9M 2021 |
| --- | --- |
| ■ | EBITDA^1^: $47.5 million in 9M 2022, as compared to $47.4 million in 9M 2021 |
| --- | --- |
| ■ | Adjusted EBITDA^1^: $53.1 million in 9M 2022, as compared to $51.4 million in 9M 2021 |
| --- | --- |
| ■ | Earnings per share (“EPS”) (basic & diluted): $0.10 and $0.09 respectively |
| --- | --- |
| ■ | Adjusted EPS^1^ (basic & diluted): $0.13 |
| --- | --- |
Other Developments:
| ■ | Quarterly dividend of $0.025 per share for Q3 2022 - total cash dividends of $0.125 per share in 2022 to date |
|---|---|
| ■ | Dividends represent 25% yield based on our closing price on November 29, 2022 |
| --- | --- |
| ■ | Total buybacks of convertible notes, warrants and shares of $26.7 million completed since Q4 2021 |
| --- | --- |
| ■ | New financing and refinancing transactions totaling $108.3 million within 2022 with improved pricing and overall loan terms - no remaining loan maturities until Q4 2023 |
| --- | --- |
November 30, 2022 - Athens, Greece - Seanergy Maritime Holdings Corp. (“Seanergy” or the “Company”) (NASDAQ: SHIP), announced today its financial results for the third quarter and nine months ended September 30, 2022. The Company also declared a quarterly dividend of $0.025 per share for the third quarter of 2022.
For the quarter ended September 30, 2022, the Company generated Net Revenues of $34.0 million, compared to $48.2 million in the third quarter of 2021. Adjusted EBITDA for the quarter was $19.0 million, compared to $32.2 million in the same period of 2021. Net Income and Adjusted Net Income for the quarter were $7.1 million and $7.6 million, respectively, compared to Net Income of $20.1 million and Adjusted Net Income of $22.8 million in the third quarter of 2021. The daily Time Charter Equivalent (“TCE”^2^ ) of the fleet for the third quarter of 2022 was $20,614, compared to $30,764 in the same period of 2021.
For the nine-month period ended September 30, 2022, Net Revenues were $96.5 million, compared to $96.4 million in same period of 2021. Adjusted EBITDA for the first nine months of 2022 was $53.1 million, compared to $51.4 million in the same period of 2021. The daily TCE of the fleet for the first nine months of 2022 was $20,996, compared to $23,449 in the first nine months of 2021. The average daily OPEX was $6,875, compared to $5,806 of the respective period of 2021.
^1^ Adjusted EPS, Adjusted Net Income, EBITDA and Adjusted EBITDA are non-GAAP measures. Please see the reconciliation below of Adjusted EPS, Adjusted Net Income, EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure.
^2^ TCE rate is a non-GAAP measure. Please see the reconciliation below of TCE rate to net revenues from vessels, the most directly comparable U.S. GAAP measure.
1
Cash, cash-equivalents and restricted cash, as of September 30, 2022, stood at $25.6 million. Shareholders’ equity at the end of the third quarter was $225.5 million. Long-term debt (senior loans, convertible note and other financial liabilities) net of deferred charges stood at $243.5 million, while the book value of our fleet stood at $436.1 million.
Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
“We are pleased to report another profitable quarter for Seanergy, despite the challenging macroeconomic and market conditions. Our Board of Directors has approved a cash dividend of $0.025 per share, consistent with our dividend policy and strategy of rewarding shareholders. Over the last four quarters, total cash dividend distributions have been approximately $22.5 million or $0.125 per share, which implies a 25% yield based on our closing price on November 29, 2022. Together with the successful execution of our two previous repurchase plans, we have deployed approximately $49.2 million to securities buybacks and cash dividends since Q4 2021.
“Regarding our financial performance in the third quarter, we have achieved TCE Revenues of $32.1 million, resulting in a daily TCE of $20,614. This represents a 51% premium to the average Baltic Capesize Index (“BCI”) earnings during the same period. For the first nine months of 2022 our daily TCE was $20,996, comparing favorably to the average daily BCI of $16,580. For Q1 2023, we also expect significant premium, compared to the relevant quoted forward freight agreements (“FFAs”), as we analyze further in this release. The decision to focus on acquiring premium quality vessels in combination with our commercial strategy and proactive freight hedging activities, have so far been able to mitigate the effects of a slowing dry bulk market. Adjusted EBITDA in the third quarter and nine months of 2022 amounted to $19.0 million and $53.1 million, respectively, while Net Income for the quarter and nine-month period was approximately $7.1 million and $16.7 million, respectively.
“Concerning our commercial developments, four of our vessels secured new time charter (“T/C”) employment or extended their existing agreements since our last update. The time charters are index-linked and all of them were concluded at premiums over the BCI. In addition, we managed to improve the scrubber profit sharing scheme for the scrubber-fitted vessels that were due for renewal. Within the next two quarters several of our scrubber-fitted vessels will start earning a considerably higher share of the scrubber premium, further strengthening our operational revenues.
“On the ESG and energy efficiency front, during the quarter we continued the installation of energy saving devices on an additional vessel. Similar to the rest of our fleet, these improvements will ensure the marketability of this vessel well into the future by keeping pace with the high environmental demands of first-class charterers. We have also continued the biofuel trials with two major clients and are in process of evaluating similar prospects with more of our close charterers.
“On the financing front, we continue our balance sheet optimization initiatives, having concluded $108.3 million in new financings and refinancing in 2022 to-date. In October, we closed a $28.0 million loan facility with a major European lender to refinance the $23.6 million indebtedness secured by two of our vessels on improved pricing terms. Following this refinancing, we have successfully addressed all remaining loan maturities for the current year, while ensuring sufficient liquidity that will allow us to mitigate a softer market environment and to evaluate opportunities to expand and renew our fleet.
“With dry bulk fleet growth at the lowest levels on record, we remain confident in the long-term prospects of the market and are constantly evaluating our options with respect to returning capital to shareholders and accretive vessel acquisitions.”
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Company Fleet:
| Vessel Name | Capacity (DWT) | Year<br><br> <br>Built | Yard | Scrubber Fitted | Employment Type | FFA conversion option^(1)^ | Minimum T/C expiration | Maximum T/C expiration^(2)^ | Charterer |
|---|---|---|---|---|---|---|---|---|---|
| Fellowship | 179,701 | 2010 | Daewoo | - | T/C Index Linked | Yes | 06/2024 | 10/2024 | Anglo American |
| Worldship | 181,415 | 2012 | Koyo – Imabari | Yes | T/C Index Linked | Yes | 10/2023 | 01/2024 | Cargill |
| Championship | 179,238 | 2011 | Sungdong SB | Yes | T/C Index Linked | Yes | 11/2023 | 11/2023 | Cargill |
| Flagship | 176,387 | 2013 | Mitsui | - | T/C Index Linked | Yes | 05/2026 | 05/2026 | Cargill |
| Patriotship | 181,709 | 2010 | Imabari | Yes | T/C Index Linked | Yes | 11/2023 | 05/2024 | Glencore |
| Knightship | 178,978 | 2010 | Hyundai | Yes | T/C Index Linked | Yes | 05/2023 | 11/2023 | Glencore |
| Premiership | 170,024 | 2010 | Sungdong SB | Yes | T/C Index Linked | Yes | 11/2022 | 05/2023 | Glencore |
| Squireship | 170,018 | 2010 | Sungdong SB | Yes | T/C Index Linked | - | 12/2022 | 06/2023 | Glencore |
| Dukeship | 181,453 | 2010 | Sasebo | - | T/C Index Linked | Yes | 01/2023 | 06/2023 | NYK |
| Hellasship | 181,325 | 2012 | Imabari | - | T/C Index Linked | Yes | 12/2023 | 04/2024 | NYK |
| Honorship | 180,242 | 2010 | Imabari | - | T/C Index Linked | Yes | 02/2024 | 06/2024 | NYK |
| Geniuship | 170,057 | 2010 | Sungdong SB | - | T/C Index Linked | Yes | 01/2023 | 05/2023 | NYK |
| Friendship | 176,952 | 2009 | Namura | - | T/C Index Linked | Yes | 12/2023 | 03/2024 | NYK |
| Goodship | 177,536 | 2005 | Mitsui | - | T/C Index Linked | Yes | 06/2023 | 12/2023 | Olam |
| Tradership | 176,925 | 2006 | Namura | - | T/C Index Linked | Yes | 06/2023 | 10/2023 | Oldendorff |
| Partnership | 179,213 | 2012 | Hyundai | Yes | T/C Index Linked | Yes | 10/2022 | 11/2023 | Uniper |
| Lordship | 178,838 | 2010 | Hyundai | Yes | T/C Index Linked | Yes | 08/2023 | 10/2023 | Uniper |
| Total / Average age | 3,020,012 | 12.5 | - | - | - | - | - | - | - |
| (1) | The Company has the option to convert the index-linked rate to a fixed one for a period ranging between 1 and 12 months, based on the prevailing Capesize FFA Rate for the selected period. | ||||||||
| --- | --- | ||||||||
| (2) | The latest redelivery date does not include any additional optional period. | ||||||||
| --- | --- |
Fleet Data:
(U.S. Dollars in thousands)
| Q3 2022 | Q3 2021 | 9M 2022 | 9M 2021 | |
|---|---|---|---|---|
| Ownership days (1) | 1,569 | 1,477 | 4,650 | 3,632 |
| Operating days (2) | 1,557 | 1,439 | 4,380 | 3,494 |
| Fleet utilization (3) | 99.2% | 97.4% | 94.2% | 96.2% |
| TCE rate (4) | 20,614 | $30,764 | 20,996 | $23,449 |
| Daily Vessel Operating Expenses (5) | 7,593 | $5,865 | 6,875 | $5,806 |
| (1) | Ownership days are the total number of calendar days in a period during which the vessels in a fleet have been owned or chartered in. Ownership days are an indicator of the size of the Company’s fleet over a period and affect both the<br> amount of revenues and the amount of expenses that the Company recorded during a period. | |||
| --- | --- | |||
| (2) | Operating days are the number of available days in a period less the aggregate number of days that the vessels are off-hire due to unforeseen circumstances. Operating days includes the days that our vessels are in ballast voyages without<br> having finalized agreements for their next employment. | |||
| --- | --- | |||
| (3) | Fleet utilization is the percentage of time that the vessels are generating revenue and is determined by dividing operating days by ownership days for the relevant period. | |||
| --- | --- |
3
| (4) | TCE rate is defined as the Company’s net revenue less voyage expenses during a period divided by the number of the Company’s operating days during the period. Voyage expenses include port charges, bunker (fuel oil and diesel oil)<br> expenses, canal charges and other commissions. The Company includes the TCE rate, a non-GAAP measure, as it believes it provides additional meaningful information in conjunction with net revenues from<br> vessels, the most directly comparable U.S. GAAP measure, and because it assists the Company’s management in making decisions regarding the deployment and use of our vessels and because the Company believes that it provides useful<br> information to investors regarding our financial performance. The Company’s calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles the Company’s net revenues from vessels to the<br> TCE rate. |
|---|
(In thousands of U.S. Dollars, except operating days and TCE rate)
| Q3 2022 | Q3 2021 | 9M 2022 | 9M 2021 | |
|---|---|---|---|---|
| Vessel revenue, net | 32,963 | 48,179 | 95,476 | 96,409 |
| Less: Voyage expenses | 867 | 3,910 | 3,513 | 14,477 |
| Time charter equivalent revenues | 32,096 | 44,269 | 91,963 | 81,932 |
| Operating days | 1,557 | 1,439 | 4,380 | 3,494 |
| TCE rate | $20,614 | $30,764 | 20,996 | $23,449 |
| (5) | Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses, excluding pre<br> delivery costs, by ownership days for the relevant time periods. The Company’s calculation of daily vessel operating expenses may not be comparable to that reported by other companies. The following table reconciles the Company’s vessel<br> operating expenses to daily vessel operating expenses. | |||
| --- | --- |
(In thousands of U.S. Dollars, except ownership days and Daily Vessel Operating Expenses)
| Q3 2022 | Q3 2021 | 9M 2022 | 9M 2021 | |
|---|---|---|---|---|
| Vessel operating expenses | 12,201 | 10,042 | 32,642 | 24,470 |
| Less: Pre-delivery expenses | 287 | 1,379 | 671 | 3,381 |
| Vessel operating expenses before pre-delivery expenses | 11,914 | 8,663 | 31,971 | 21,089 |
| Ownership days | 1,569 | 1,477 | 4,650 | 3,632 |
| Daily Vessel Operating Expenses | $7,593 | $5,865 | $6,875 | $5,806 |
Net Income to EBITDA and Adjusted EBITDA Reconciliation:
(In thousands of U.S. Dollars)
| Q3 2022 | Q3 2021 | 9M 2022 | 9M 2021 | |
|---|---|---|---|---|
| Net income | 7,140 | 20,064 | 16,746 | 20,704 |
| Add: Net interest and finance cost | 3,933 | 4,560 | 9,946 | 12,867 |
| Add: Depreciation and amortization | 7,497 | 5,490 | 20,796 | 13,827 |
| Add: Taxes | - | - | (28) | - |
| EBITDA | 18,570 | 30,114 | 47,460 | 47,398 |
| Add: Stock based compensation | 2,920 | 2,773 | 6,762 | 4,704 |
| Add: Loss on extinguishment of debt | - | - | 1,285 | - |
| Add: Loss on forward freight agreements, net | 335 | - | 407 | - |
| Less: Gain on sale of vessel | - | 716 | - | 716 |
| Less: Gain on spin-off | 2,800 | - | 2,800 | - |
| Adjusted EBITDA | 19,025 | 32,171 | 53,114 | 51,386 |
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, loss on extinguishment of debt, and the non-recurring gains on spin-off and on sale of vessel, 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.
4
Adjusted Net income Reconciliation and calculation of Adjusted Net Income Per Share
(In thousands of U.S. Dollars, except for share and per share data)
| Q3 2022 | Q3 2021 | 9M 2022 | 9M 2021 | |
|---|---|---|---|---|
| Net income | 7,140 | 20,064 | 16,746 | 20,704 |
| Add: Stock based compensation | 2,920 | 2,773 | 6,762 | 4,704 |
| Add: Loss on extinguishment of debt | - | - | 1,285 | - |
| Add: Loss on forward freight agreements, net | 335 | - | 407 | - |
| Less: Gain on spin-off | 2,800 | - | 2,800 | - |
| Adjusted net income | 7,595 | 22,837 | 22,400 | 25,408 |
| Adjusted net income per common share, basic | 0.04 | 0.14 | 0.13 | 0.17 |
| Adjusted net income per common share, diluted | 0.04 | 0.11 | 0.13 | 0.14 |
| Weighted average number of common shares outstanding, basic | 175,706,704 | 166,710,006 | 173,539,018 | 147,403,541 |
| Weighted average number of common shares outstanding, diluted | 179,089,861 | 205,974,543 | 178,425,181 | 186,370,709 |
To derive Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share from Net Income/(Loss), we exclude non-cash items, as provided in the table above. We believe that Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share assist our management and investors by increasing the comparability of our performance from period to period since each such measure eliminates the effects of such non-cash items as gain/(loss) on extinguishment of debt and other items which may vary from year to year, for reasons unrelated to overall operating performance. In addition, we believe that the presentation of the respective measure provides investors with supplemental data relating to our results of operations, and therefore, with a more complete understanding of factors affecting our business than with GAAP measures alone. Our method of computing Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share may not necessarily be comparable to other similarly titled captions of other companies due to differences in methods of calculation.
Interest and Finance Costs to Cash Interest and Finance Costs Reconciliation:
(In thousands of U.S. Dollars)
| Q3 2022 | Q3 2021 | 9M 2022 | 9M 2021 | |
|---|---|---|---|---|
| Interest and finance costs, net | (3,933) | (4,560) | (9,946) | (12,867) |
| Add: Amortization of deferred finance charges and other discounts | 641 | 816 | 1,916 | 2,692 |
| Add: Amortization of convertible note beneficial conversion feature | - | 772 | - | 2,010 |
| Cash interest and finance costs | (3,292) | (2,972) | (8,030) | (8,165) |
Fourth Quarter 2022 TCE Guidance:
As of the date hereof, approximately 72% of the Company fleet’s expected operating days in the fourth quarter of 2022 have been fixed at an estimated TCE
of approximately $18,500. Assuming that for the remaining operating days of our index-linked T/Cs, the respective vessels’ TCE will be equal to the average Forward Freight Agreement \(“FFA”\) rate of $11,500 per day \(based on the FFA curve of
November 28, 2022\), our estimated TCE for the third quarter of 2022 will be approximately $16,300^1^. Our TCE guidance for the fourth quarter of 2022 includes a conversion of index-linked charter to fixed, which was concluded in Q2 2022 as
part of our freight hedging strategy. The following table provides the break-down:
| Operating Days | TCE | |
|---|---|---|
| TCE - fixed rate (index-linked conversion) | 92 | 29,414 |
| TCE - fixed rate | 49 | 29,183 |
| TCE – index-linked unhedged | 1,403 | 14,989 |
| Total / Average | 1,544 | 16,302 |
^1^ This guidance is based on certain assumptions and there can be no assurance that these TCE estimates, or projected utilization will be realized. TCE estimates include certain floating (index) to fixed rate conversions concluded in previous periods. For vessels on index-linked T/Cs, the TCE realized will vary with the underlying index, and for the purposes of this guidance, the TCE assumed for the remaining operating days of the quarter for an index-linked T/C is equal to the average FFA rate of $11,500. Spot estimates are provided using the load-to-discharge method of accounting. Over the duration of the voyage (discharge-to-discharge) there is no difference in the total revenues and costs to be recognized. The rates quoted are for days currently contracted. Increased ballast days at the end of the quarter will reduce the additional revenues that can be booked based on the accounting cut-offs and therefore the resulting TCE will be reduced accordingly.
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Third Quarter and Recent Developments:
Dividend Distribution for Q2 2022 and Declaration of Q3 2022 Dividend
On October 11, 2022, the Company paid the previously announced quarterly dividend of $0.025 per share, for the second quarter of 2022.
Continuing its quarterly dividend payments, the Company also declared a cash dividend of $0.025 per share for the third quarter of 2022 payable on or about January 30, 2023 to the shareholders of record as of December 28, 2022.
Redemption of the United Maritime Corporation (“United Maritime”) 6.5% Series C Cumulative Convertible Perpetual Preferred Shares
On October 17, 2022, the Company received $0.17 million from United Maritime relating to dividend accrued under the Series C preferred shares from their original issuance date to the date thereof.
On November 28, 2022, the outstanding 10,000 Series C preferred shares of United Maritime held by the Company were redeemed by the issuer at a price equal to 105% of the original issue price for a total cash inflow of $10.6 million, including all accrued and unpaid dividends up to the redemption date.
Announcement of the tender offer for the purchase of the Class E Common Share Purchase Warrants
On November 29, 2022, the Company announced that it will commence a tender offer to purchase all of its outstanding Class E warrants to purchase one common share, at a purchase price of $0.20 per warrant, with a maximum purchase value of $1.7 million. The offer will expire at 05:00 P.M. Eastern Time on January 10, 2023, unless extended.
Update on Stock Purchases by the CEO
In the third quarter to date, the Company’s Chairman and Chief Executive Officer, Mr. Stamatis Tsantanis, has purchased 49,500 of Seanergy’s common shares.
Commercial Updates
M/V Patriotship
In November 2022, the Company entered into a time charter agreement with Glencore for the M/V Patriotship. The T/C commenced on November 19, 2022 and will have a term of about 12 to about 18 months. The gross daily rate of the T/C is based at a premium over the BCI and at a scrubber profit sharing scheme. In addition, the T/C provides the option to the owner to convert this charter party to a fixed rate based on the prevailing BCI FFA rate.
M/V Worldship
In September 2022, the charterer of the M/V Worldship agreed to exercise the optional period extending the T/C for about 12 to about 15 months at a rate based at a premium over the BCI and at a scrubber profit sharing scheme. In addition, the T/C provides the option to the owner to convert this charter party to a fixed rate based on prevailing BCI FFA rate.
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M/V Lordship
In August 2022, the charterer of the M/V Lordship agreed to exercise the optional period extending the T/C for about 11 to about 13 months which includes an improved scrubber profit sharing scheme for Seanergy. The rest of the T/C terms remained the same.
M/V Goodship
In September 2022, the charterer of the M/V Goodship agreed to exercise the optional period extending the T/C to minimum June 30, 2023 to maximum December 31, 2023.
Financing Updates
Danish Ship Finance A/S
On October 10, 2022, the Company entered into a $28.0 million loan facility to refinance the previous facility of $23.6 million secured by the M/Vs Premiership and Fellowship. The facility has a term of five years, while the interest rate is 2.5% plus SOFR per annum and will amortize through quarterly instalments averaging approximately $1.2 million with a $4.1 million balloon payment at maturity.
Conference Call:
The Company’s management will host a conference call to discuss financial results on Thursday, December 1, 2022 at 9:00 a.m. Eastern Time.
Slides and Audio Webcast:
There will be a live, and then archived, webcast of the conference call and accompanying slides available through the Company’s website. To listen to the archived audio file, visit our website, following Webcast & Presentations. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast, following this link.
Conference Call Details:
Participants have the option to register for the call using the following link. You can use any number from the list or add your phone number and let the system call you right away.
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Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. Dollars)
| September 30,<br><br> <br>2022 | December 31, 2021* | |||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents, restricted cash and term deposits | 25,567 | 47,126 | ||
| Vessels, net | 436,105 | 426,062 | ||
| Other assets | 27,576 | 14,023 | ||
| TOTAL ASSETS | 489,248 | 487,211 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Long-term debt and other financial liabilities | 233,006 | 215,174 | ||
| Convertible notes | 10,533 | 7,573 | ||
| Other liabilities | 20,256 | 19,988 | ||
| Stockholders’ equity^1^ | 225,453 | 244,476 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 489,248 | 487,211 |
* Derived from the audited consolidated financial statements as of the period as of that date
Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Statements of Operations
(In thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
| Three months ended<br><br> <br>September 30, | Nine months ended<br><br> <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Vessel revenue, net | 32,963 | 48,179 | 95,476 | 96,409 | ||||||||
| Fees from related parties | 1,017 | - | 1,017 | - | ||||||||
| Revenue, net | 33,980 | 48,179 | 96,493 | 96,409 | ||||||||
| Expenses: | ||||||||||||
| Voyage expenses | (867 | ) | (3,910 | ) | (3,513 | ) | (14,477 | ) | ||||
| Vessel operating expenses | (12,201 | ) | (10,042 | ) | (32,642 | ) | (24,470 | ) | ||||
| Management fees | (324 | ) | (400 | ) | (1,077 | ) | (1,029 | ) | ||||
| General and administrative expenses | (4,524 | ) | (4,419 | ) | (13,044 | ) | (9,715 | ) | ||||
| Depreciation and amortization | (7,497 | ) | (5,490 | ) | (20,796 | ) | (13,827 | ) | ||||
| Loss on forward freight agreements, net | (335 | ) | - | (407 | ) | - | ||||||
| Gain on sale of vessel | - | 716 | - | 716 | ||||||||
| Operating income | 8,232 | 24,634 | 25,014 | 33,607 | ||||||||
| Other income / (expenses): | ||||||||||||
| Interest and finance costs, net^1^ | (3,933 | ) | (4,560 | ) | (9,946 | ) | (12,867 | ) | ||||
| Loss on extinguishment of debt | - | - | (1,285 | ) | - | |||||||
| Gain on spin-off | 2,800 | - | 2,800 | - | ||||||||
| Other, net | 41 | (10 | ) | 163 | (36 | ) | ||||||
| Total other expenses, net: | (1,092 | ) | (4,570 | ) | (8,268 | ) | (12,903 | ) | ||||
| Net income | 7,140 | 20,064 | 16,746 | 20,704 | ||||||||
| Net income per common share, basic | 0.04 | 0.12 | 0.10 | 0.14 | ||||||||
| Net income per common share, diluted | 0.04 | 0.10 | 0.09 | 0.13 | ||||||||
| Weighted average number of common shares outstanding, basic | 175,706,704 | 166,710,006 | 173,539,018 | 147,403,541 | ||||||||
| Weighted average number of common shares outstanding, diluted | 179,089,861 | 205,974,543 | 178,425,181 | 186,370,709 |
^^
^1^ On January 1, 2022, we adopted ASU 2020-06, eliminating the beneficial conversion feature model in ASC 470-20. The adoption of ASU 2020-06 resulted in an increase of the Convertible notes, a reduction of the Accumulated deficit and a reduction of Additional paid-in capital.
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Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Cash Flow Data
(In thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)
| Nine months ended<br><br> <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Net cash provided by operating activities | 29,040 | 42,665 | ||||
| Vessels acquisitions and improvements | (38,565 | ) | (161,041 | ) | ||
| Investments | (10,139 | ) | - | |||
| Term deposits | 1,500 | 600 | ||||
| Other fixed assets, net | (99 | ) | (65 | ) | ||
| Net cash used in investing activities | (47,303 | ) | (160,506 | ) | ||
| Proceeds from long-term debt and other financial liabilities | 80,300 | 148,470 | ||||
| Repayments of long-term debt and other financial liabilities | (57,769 | ) | (110,452 | ) | ||
| Repayments of convertible notes | (10,000 | ) | - | |||
| Payments of financing and stock issuance costs | (1,022 | ) | (2,178 | ) | ||
| Dividends paid | (13,376 | ) | - | |||
| Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions | 70 | 98,232 | ||||
| Net cash (used in) / provided by financing activities | (1,797 | ) | 134,072 | |||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||
| Cash paid during the period for interest | 8,283 | 8,064 | ||||
| Noncash investing activities | ||||||
| Vessels acquisitions and improvements | 2,765 | - | ||||
| Noncash financing activities | ||||||
| Dividends declared but not paid | 4,548 | - | ||||
| Units issued for repayment of subordinated long term-debt | - | 3,000 | ||||
| Repayment of subordinated long term-debt by issuance of units | - | (3,000 | ) |
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About Seanergy Maritime Holdings Corp.
Seanergy Maritime Holdings Corp. is the only pure-play Capesize ship-owner publicly listed in the U.S. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. The Company’s operating fleet consists of 17 Capesize vessels with an average age of approximately 12.5 years and an aggregate cargo carrying capacity of approximately 3,020,012 dwt.
The Company is incorporated in the Marshall Islands and has executive offices in Glyfada, Greece. The Company’s common shares trade on the Nasdaq Capital Market under the symbol “SHIP”.
Please visit our company website at: www.seanergymaritime.com.
Certain Information Regarding the Tender Offer
The information in this press release describing the Company’s proposed tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Seanergy’s securities in the tender offer. The tender offer will be made only pursuant to the Offer to Purchase and the related materials that Seanergy will distribute to its warrantholders, as they may be amended or supplemented. Warrantholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Warrantholders of Seanergy may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that Seanergy will file with the Securities and Exchange Commission from the Securities and Exchange Commission’s website at www.sec.gov. Warrantholders who would like to obtain a copy of these documents, without charge, or who have any questions, may direct their inquiries to Morrow Sodali LLC, the information agent for the tender offer, toll free at 800-662-5200. Warrantholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer.
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as “may”, “should”, “expects”, “intends”, “plans”, “believes”, “anticipates”, “hopes”, “estimates” and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company’s operating or financial results; the Company’s liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations outside the United States; broader market impacts arising from war (or threatened war) or international hostilities, such as between Russia and Ukraine; risks associated with the length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its effects on demand for dry bulk products and the transportation thereof; and other factors listed from time to time in the Company’s filings with the SEC, including its most recent annual report on Form 20-F. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
For further information please contact:
Seanergy Investor Relations
Tel: +30 213 0181 522
E-mail: ir@seanergy.gr
Capital Link, Inc.
Paul Lampoutis
230 Park Avenue Suite 1540
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com
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