6-K
Seanergy Maritime Holdings Corp. (SHIP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2021
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 REPORT ON FORM 6-K
Attached to this report on Form 6-K (this “Report”) as Exhibit 99.1 is a copy of the press release of Seanergy Maritime Holdings Corp. (the “Company”) dated May 24, 2021, titled “Seanergy Maritime Holdings Corp. Announces Agreement to Acquire its 16th Capesize Vessel and New Time Charter.”
Attached to this Report on Form 6-K as Exhibit 99.2 is a copy of the press release of the Company dated May 25, 2021, titled “Seanergy Maritime Holdings Corp. Reports Financial Results for the First Quarter Ended March 31, 2021.”
This Report on Form 6-K, excluding the statement attributed to the Company’s Chief Executive Officer on Exhibit 99.1, is hereby incorporated by reference into the Company's Registration Statements on Form F-3 (File Nos. 333-253332, 333-238136, 333-237500, 333-221058, 333-226796, 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.
Date: May 28, 2021
| SEANERGY MARITIME HOLDINGS CORP. | |
|---|---|
| By: | /s/ Stamatios Tsantanis |
| Name: | Stamatios Tsantanis |
| Title: | Chief Executive Officer |
Exhibit 99.1

Seanergy Maritime Holdings Corp. Announces Agreement to Acquire its 16^th^ Capesize Vessel and New Time Charter
May 24, 2021 - Glyfada, Greece - Seanergy Maritime Holdings Corp. (the “Company”) (NASDAQ: SHIP) announced today that it has entered into a definitive agreement with an unaffiliated third party to purchase a Capesize vessel (the “Vessel”).
The Vessel was built in 2012 at a reputable shipyard in Japan, has a cargo-carrying capacity of approximately 181,000 deadweight tons (“dwt”) and will be renamed M/V Worldship. The Worldship is expected to be delivered within the third quarter of 2021, subject to the satisfaction of certain customary closing conditions. Following her delivery, Seanergy’s fleet will increase to 16 Capesize vessels with an aggregate cargo capacity of approximately 2,800,000 dwt.
The Vessel is fitted with a scrubber and a ballast water treatment system, while the special survey will be completed by the current owner prior to the delivery and, therefore, the Company does not anticipate incurring any off-hire or capital expenditure for this Vessel at least for the next two years.
The purchase price of $33.7 million is expected to be funded with cash on hand and debt financing.
In addition, taking advantage of the current strong market conditions, Seanergy has fixed one of its Capesize vessels, the M/V Patriotship, at $31,000 per day for a period employment of 12-18 months with a major European cargo operator. The contract is expected to commence upon the Patriotship’s upcoming delivery to the Company, which is anticipated in the beginning of June 2021.
Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
“I am very pleased to announce another timely acquisition of a high-quality Capesize vessel built by a renowned shipyard in Japan. The addition of the M/V Worldship to our fleet will further enhance our operating leverage as a leading pure-play Capesize company.
This should be a highly accretive transaction for our shareholders as it will be funded by Seanergy’s strong liquidity, consisting of cash on hand and loan facilities at competitive terms.
Our fleet is currently operating in a decade-high freight environment, where the Capesize forward freight contracts (“FFA”) for the second half of 2021 exceed $30,000 per day. Based on the anticipated delivery of the Vessel in the mid of the third quarter of 2021, the incremental gross revenue from this acquisition may exceed $4 million for the remainder of the year.”
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Company fleet upon vessels’ delivery:
| Vessel Name | Vessel Class | Capacity (DWT) | Year Built | Yard | Employment |
|---|---|---|---|---|---|
| Partnership | Capesize | 179,213 | 2012 | Hyundai | T/C Index Linked |
| Championship | Capesize | 179,238 | 2011 | Sungdong | T/C Index Linked |
| Lordship | Capesize | 178,838 | 2010 | Hyundai | T/C Index Linked |
| Premiership | Capesize | 170,024 | 2010 | Sungdong | T/C Index Linked |
| Squireship | Capesize | 170,018 | 2010 | Sungdong | T/C Index Linked |
| Knightship | Capesize | 178,978 | 2010 | Hyundai | T/C Index Linked |
| Gloriuship | Capesize | 171,314 | 2004 | Hyundai | T/C Index Linked |
| Fellowship | Capesize | 179,701 | 2010 | Daewoo | T/C Index Linked |
| Geniuship | Capesize | 170,058 | 2010 | Sungdong | T/C Index Linked |
| Hellasship | Capesize | 181,325 | 2012 | Imabari | T/C Index Linked |
| Flagship | Capesize | 176,387 | 2013 | Mitsui Engineering | T/C Index Linked |
| Goodship | Capesize | 177,536 | 2005 | Mitsui Engineering | Voyage/Spot |
| Leadership | Capesize | 171,199 | 2001 | Koyo – Imabari | Voyage/Spot |
| Tradership* | Capesize | 176,925 | 2006 | Japanese Shipyard | N/A |
| Patriotship* | Capesize | 181,709 | 2010 | Japanese Shipyard | T/C - $31,000 / day |
| Worldship** | Capesize | 181,000 | 2012 | Japanese Shipyard | N/A |
| Total / Average age | 2,800,000 | 11.8 | |||
| * | deliveries expected by mid-June 2021 | ||||
| --- | --- | ||||
| ** | delivery expected in Q3 2021 | ||||
| --- | --- |
About Seanergy Maritime Holdings Corp.
Seanergy Maritime Holdings Corp. is the only pure-play Capesize ship-owner publicly listed in the US. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. On a ‘fully-delivered’ basis, the Company's fleet will consist of 16 Capesize vessels with average age of 11.8 years and aggregate cargo carrying capacity of above 2,800,000 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”, its Class A warrants under “SHIPW” and its Class B warrants under “SHIPZ”.
Please visit our company website at: www.seanergymaritime.com.
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; 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.
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For further information please contact:
Seanergy Investor Relations
Tel: +30 213 0181 522
E-mail: ir@seanergy.gr
Capital Link, Inc.
Daniela Guerrero
230 Park Avenue Suite 1536
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com
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Exhibit 99.2

Seanergy Maritime Holdings Corp. Reports Financial Results for the First Quarter Ended March 31, 2021
Highlights of the First Quarter of 2021:
| ◾ | Net revenues: $20.4 million in Q1 2021, as compared to $13.3 million in Q1 2020, up 53% |
|---|---|
| ◾ | Net loss: $1.3 million in Q1 2021, as compared to net loss of $8.3 million in Q1 2020 |
| --- | --- |
| ◾ | EBITDA^1^: $6.5 million in Q1 2021, as compared to $1.0 million in Q1 2020, up 567% |
| --- | --- |
| ◾ | Adjusted EBITDA^1^: $7.9 million in Q1 2021, as compared to $1.4<br> million in Q1 2020, up 483% |
| --- | --- |
| ◾ | Cash position^2^: $58.1 million in Q1 2021, as compared to $23.7 million in Q4 2020, up 145% |
| --- | --- |
| ◾ | Debt and other financial liabilities^3^: $131.5 million in Q1 2021, as compared to<br> $169.8 million in Q4 2020 |
| --- | --- |
| ◾ | Shareholders’ equity: $188.1 million in Q1 2021, as compared to $ 95.7 million in Q4 2020, up 97% |
| --- | --- |
First Quarter & Recent developments:
| ◾ | Acquisition of 5 modern Japanese Capesize vessels, for a total investment of $134.3 million and a fleet increase to 16 vessels and 2.8 million DWT (on a fully delivered basis) |
|---|---|
| ◾ | New time charter agreements for four Capesize vessels with prominent charterers |
| --- | --- |
| ◾ | Debt reduction of $38.8 million during the first quarter of 2021 |
| --- | --- |
| ◾ | New financing and refinancing transactions of $73.5 million in the second quarter of 2021 |
| --- | --- |
May 25, 2021 - Athens, Greece - Seanergy Maritime Holdings Corp. (the “Company”) (NASDAQ: SHIP), announced today its financial results for the first quarter ended March 31, 2021.
For the quarter ended March 31, 2021, the Company generated net revenues of $20.4 million, a 53% increase compared to the first quarter of 2020. Adjusted EBITDA for the quarter was approximately $7.9 million, increased by 483% from $1.4 million in the same period of 2020. Net loss for the first quarter was $1.3 million compared to net loss of $8.3 million in the first quarter of 2020.
The daily Time Charter Equivalent (“TCE”)^1^ of the fleet for the first quarter of 2021 was $16,219, marking a 91% increase when compared to the respective figure for the first quarter of 2020 of $8,481. The average daily OPEX of the fleet for the quarter was $5,605, in line with the $5,566 figure of the respective quarter of 2020.
Cash and cash-equivalents, restricted cash and term deposits as of March 31, 2021 stood at $58.1 million, compared to $23.7 million as of December 31, 2020. Shareholders’ equity at the end of the first quarter was $188.1 million, almost double shareholders’ equity of $95.7 million as of December 31, 2020, while long-term debt (senior and junior loans and financial leases) stood at $131.5 million as of March 31, 2021, reduced by 22.5% from $169.8 million as of the end of 2020.
^^
^1^ Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), Adjusted EBITDA and Time Charter Equivalent rate (“TCE”) are non-GAAP measures. Please see the reconciliation below of EBITDA and Adjusted EBITDA to Net Income/ (Loss) and TCE to Net revenues from vessels, in each case the most directly comparable U.S. GAAP measure.
^2^ Includes cash and cash-equivalents, restricted cash and term deposits.
^3^ Net of deferred finance costs.
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Second Quarter 2021 TCE Guidance:
As of the date hereof, approximately 95.7% of the Company’s fleet operating days in the second quarter of 2021 have been fixed at a TCE of approximately $22,400^4^, or 313% higher than the $5,424 TCE recorded in the second quarter of 2020. Our TCE guidance for the second quarter of 2021 includes certain conversions (5 vessels) of index-linked charters to fixed for the 3-month period ending on June 30, 2021 which were concluded in the fourth quarter of 2020 as part of our freight hedging strategy. The following table provides the break-down:
| Operating Days | TCE | |||
|---|---|---|---|---|
| TCE - fixed rate (FFA conversion) | 455.0 | $ | 14,656 | |
| TCE - index linked / spot | 598.4 | $ | 28,270 | |
| Total / Average | 1,053.4 | $ | 22,390 |
Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
“Since the beginning of 2021, the Capesize market has been increasing steadily to multi-year highs. During the first quarter of the year, we successfully concluded a number of transformative transactions that are further shaping Seanergy’s future as a prominent shipping enterprise.
Concerning our results for the first quarter of 2021, our daily TCE stood at about $16,219, marking an increase of 91% compared to the TCE of the first quarter of 2020. Net revenues were $20.4 million, increased by 53% from the first quarter of 2020, while adjusted EBITDA increased by about 483% attesting to our significant operating leverage. Net result for the quarter was a loss of $1.32 million, which includes significant non-cash amortization charges of financing expenses associated with our loans and convertible notes and other non-cash items of approximately $2.8 million.
Our strategic initiatives in 2021 have been aimed at (i) growing our fleet at an opportune time in a rising market environment, (ii) further strengthening our balance sheet, (iii) further reducing our cost base and specifically our interest expenses, and (iv) positioning commercially our existing and newly acquired vessels to benefit from the improving market conditions.
More specifically, we agreed to acquire five high quality Japanese Capesize vessels of an average age of approximately 10 years, with a total investment of $134.3 million and prompt deliveries. Our new acquisitions are funded with cash at hand and low-levered loan facilities. On a fully delivered basis, our fleet will increase by approximately 50% to 2.8 million DWT of cargo carrying capacity.
In addition, we have delevered our balance sheet considerably through the early retirement of higher-cost senior and junior facilities. In Q1 2021 we have reduced our debt levels by $38.8 million.
On the commercial front, we have entered into four new period chartering agreements with prominent Capesize charterers. Firstly, we expanded our business relationship with Cargill with a five-year period chartering agreement for the M/V Flagship, which also entails an important environmental angle since the charterer will fund the installation of certain energy-saving devices onboard the vessel. In addition, we initiated period agreements with prominent names like Anglo American and NYK Line, successfully expanding our client base.
As a result, the majority of our operating fleet will continue to be employed under index-linked time-charters. This will have a direct reflection on our revenue stream which is expected to strengthen considerably in the remainder of the year.
Regarding our market, in the first months of 2021 we are experiencing a steady and sustainable market increase, compared to the seasonality patterns of the previous years. In the second quarter of 2021 so far, Capesize rates have ranged between $20,000 and $45,000 per day, levels not seen for over a decade. The booming commodities cycle in combination with the most favorable vessel-supply fundamentals of the Capesize sector in some time, and the 17-year low vessel orderbook, point towards a strong Capesize market for the years to come.
Finally, I wish to note that we expect that our recent corporate developments in combination with the strong trend in our market, will reflect very positively on our earnings and free cash flow generation for the remainder of the year and consequently shareholders’ value. I strongly believe that Seanergy is in an optimal position to better capitalize on the strong market fundamentals. We remain committed to delivering additional value to our shareholders.”
^4^ TCE estimates include certain floating (index) to fixed rate conversions concluded in previous periods. For vessels on index-linked T/Cs, the TCE assumed for the remaining operating days is equal to the FFA rate for the respective period. Spot estimates are provided using the load-to-discharge method of accounting. Load-to-discharge accounting recognizes revenues over fewer days as opposed to the discharge-to-discharge method of accounting used prior to 2018, resulting in higher rates for these days and only voyage expenses being recorded in the ballast days. 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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Company Fleet following vessels’ deliveries:
| Vessel Name | Vessel Size<br><br> <br>Class | Capacity<br><br> <br>(DWT) | Year Built | Yard | Scrubber<br><br> <br>Fitted | Employment Type | Minimum<br><br> <br>T/C<br><br> <br>duration |
|---|---|---|---|---|---|---|---|
| Partnership | Capesize | 179,213 | 2012 | Hyundai | Yes | T/C Index Linked ^(1)^ | 3 years |
| Championship | Capesize | 179,238 | 2011 | Sungdong | Yes | T/C Index Linked ^(2)^ | 5 years |
| Lordship | Capesize | 178,838 | 2010 | Hyundai | Yes | T/C Index Linked ^(3)^ | 3 years |
| Premiership | Capesize | 170,024 | 2010 | Sungdong | Yes | T/C Index Linked ^(4)^ | 3 years |
| Squireship | Capesize | 170,018 | 2010 | Sungdong | Yes | T/C Index Linked ^(5)^ | 3 years |
| Knightship | Capesize | 178,978 | 2010 | Hyundai | Yes | T/C Index Linked ^(6)^ | 3 years |
| Gloriuship | Capesize | 171,314 | 2004 | Hyundai | No | T/C Index Linked ^(7)^ | 10 months |
| Fellowship | Capesize | 179,701 | 2010 | Daewoo | No | T/C Index Linked ^(8)^ | 1 year |
| Geniuship | Capesize | 170,058 | 2010 | Sungdong | No | T/C Index Linked ^(9)^ | 11 months |
| Hellasship | Capesize | 181,325 | 2012 | Imabari | No | T/C Index Linked ^(10)^ | 1 year |
| Flagship | Capesize | 176,387 | 2013 | Mitsui Engineering | No | T/C Index Linked ^(11)^ | 5 years |
| Leadership | Capesize | 171,199 | 2001 | Koyo – Imabari | No | Voyage/Spot | |
| Goodship | Capesize | 177,536 | 2005 | Mitsui Engineering | No | Voyage/Spot | |
| Tradership ^(12)^ | Capesize | 176,925 | 2006 | Japanese Shipyard | No | N/A | |
| Patriotship ^(12)^ | Capesize | 181,709 | 2010 | Japanese Shipyard | Yes | T/C Fixed Rate^(14)^ | 1 year |
| Worldship ^(13)^ | Capesize | 181,415 | 2012 | Japanese Shipyard | Yes | N/A | |
| Total / Average age | 2,823,878 | 11.8 | |||||
| (1) | Chartered by a major European utility and energy company and delivered to the charterer on September 11, 2019 for a period of minimum 33 to maximum 37 months with an optional period of about 11 to maximum 13 months. The daily charter<br> hire is based on the BCI. In addition, the Company has the option to convert to a fixed rate for a period of between 3 and 12 months, based on the prevailing Capesize Forward Freight Agreement Rate (“FFA”) for the selected period. | ||||||
| --- | --- | ||||||
| (2) | Chartered by Cargill. The vessel was delivered to the charterer on November 7, 2018 for a period of employment of 60 months, with an additional period of about 24 to about 27 months at the charterer’s option. The daily charter hire is<br> based on the BCI plus a net daily scrubber premium of $1,740. In addition, the time charter provides the option to convert the index linked rate to a fixed rate for a period of between 3 and 12 months based on the Capesize FFA for the<br> selected period. | ||||||
| --- | --- | ||||||
| (3) | Chartered by a major European utility and energy company and delivered on August 4, 2019 for a period of minimum 33 to maximum 37 months with an optional period of 11-13 months. The daily charter hire is based on the BCI plus a net daily<br> scrubber premium of $3,735 until May 2021. In addition, the Company has the option to convert to a fixed rate for a period of between three and 12 months, based on the prevailing Capesize FFA for the selected period. | ||||||
| --- | --- | ||||||
| (4) | Chartered by Glencore and was delivered to the charterer on November 29, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of minimum 11 to maximum 13 months. The daily charter<br> hire is based on the BCI plus a net daily scrubber premium of $2,055. | ||||||
| --- | --- | ||||||
| (5) | Chartered by Glencore and was delivered to the charterer on December 19, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of minimum 11 to maximum 13 months. The daily charter hire is based on the BCI plus a<br> net daily scrubber premium of $2,055. | ||||||
| --- | --- | ||||||
| (6) | Chartered by Glencore and was delivered to the charterer on May 15, 2020 for a period of about 36 to about 42 months with two optional periods of minimum 11 to maximum 13 months. The daily charter hire is based on the BCI. | ||||||
| --- | --- | ||||||
| (7) | Chartered by Pacbulk Shipping and delivered to the charterer on April 23, 2020 initially for a period of about 10 to about 14 months. Upon expiration of the current T/C period, in June 2021, the vessel will<br> commence the second extension period up to minimum January 1, 2022 to maximum April 30, 2022. The daily charter hire is based on the BCI. In addition, the Company has the option to convert to a fixed rate, based on the prevailing Capesize<br> FFA for the selected period. | ||||||
| --- | --- |
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| (8) | Chartered by Anglo American, a leading global mining company, and expected to be delivered to the charterer towards the beginning of June 2021 for a period of minimum 12 to maximum 15 months from the delivery date. The daily charter hire<br> is based on the BCI. In addition, the Company has the option to convert to a fixed rate for a period of minimum three and maximum 12 months, based on the prevailing Capesize FFA for the selected period. |
|---|---|
| (9) | Chartered by Pacbulk Shipping and was delivered to the charterer on March 22, 2021 for a period of about 11 to about 14 months from the delivery date. The daily charter hire is based on the BCI. In addition,<br> the Company has the option to convert to a fixed rate based on the prevailing Capesize FFA for the selected period. |
| --- | --- |
| (10) | Chartered by NYK Line and was delivered to the charterer on May 10, 2021 for a period of minimum 11 to maximum 15 months. The daily charter hire is based at a premium over the BCI. |
| --- | --- |
| (11) | Chartered by Cargill. The vessel was delivered to the charterer on May 10, 2021 for a period of 60 months. The daily charter hire is based at a premium over the BCI minus $1,325 per day. In addition, the time charter provides the option<br> to convert the index linked rate to a fixed rate for a period of minimum 3 to maximum 12 months based on the Capesize FFA for the selected period. |
| --- | --- |
| (12) | Deliveries expected by mid-June 2021. |
| --- | --- |
| (13) | Delivery expected within Q3 2021. |
| --- | --- |
| (14) | Chartered by European cargo operator at a rate of $31,000 / day for a period of minimum 12 to maximum 18 months. |
| --- | --- |
Fleet Data:
| Q1 2021 | Q1 2020 | |||||
|---|---|---|---|---|---|---|
| Ownership days (1) | 990 | 910 | ||||
| Operating days (2) | 932 | 901 | ||||
| Fleet utilization (3) | 94.1 | % | 99.0 | % | ||
| TCE rate (4) | $ | 16,219 | $ | 8,481 | ||
| Daily Vessel Operating Expenses (5) | $ | 5,605 | $ | 5,566 | ||
| (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 (i.e. number of ownership days less the aggregate number of days that the vessels are off-hire due to dry-dockings, special and intermediate surveys, or lay-up days) in a period less the<br> aggregate number of days that the vessels are off-hire due to unforeseen circumstances. Operating days includes the days that the Company’s vessels are in ballast voyages without 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. | |||||
| --- | --- | |||||
| (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 the Company’s vessels and in evaluating their financial performance. The<br> 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 TCE rate. | |||||
| --- | --- |
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(In thousands of U.S. Dollars, except operating days and TCE rate)
| Q1 2021 | Q1 2020 | |||
|---|---|---|---|---|
| Net revenues from vessels | 20,398 | 13,339 | ||
| Less: Voyage expenses | 5,282 | 5,699 | ||
| Net operating revenues | 15,116 | 7,640 | ||
| Operating days | 932 | 901 | ||
| TCE rate | $ | 16,219 | $ | 8,481 |
| (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 by ownership days for<br> 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 operating expenses to daily vessel<br> operating expenses. | |||
| --- | --- |
(In thousands of U.S. Dollars, except ownership days and Daily Vessel Operating Expenses)
| Q1 2021 | Q1 2020 | |||
|---|---|---|---|---|
| Vessel operating expenses | 5,549 | 5,065 | ||
| Ownership days | 990 | 910 | ||
| Daily Vessel Operating Expenses | $ | 5,605 | $ | 5,566 |
Net Loss to EBITDA and Adjusted EBITDA Reconciliation:
(In thousands of U.S. Dollars)
| Q1 2021 | Q1 2020 | |||
|---|---|---|---|---|
| Net loss | (1,321 | ) | (8,343 | ) |
| Add: Net interest and finance cost | 4,030 | 5,688 | ||
| Add: Depreciation and amortization | 3,817 | 3,634 | ||
| EBITDA | 6,526 | 979 | ||
| Add: stock based compensation | 1,403 | 382 | ||
| Adjusted EBITDA | 7,929 | 1,361 |
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") represents the sum of net (loss), interest and finance costs, interest income, 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, which the Company believes is not indicative of the ongoing performance of its core operations.
EBITDA and adjusted EBIDTA are presented as we believe that these measures are useful to investors as a widely used means of evaluating operating profitability. 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.
Interest and Finance Costs to Cash Interest and Finance Costs Reconciliation:
(In thousands of U.S. Dollars)
| Q1 2021 | Q1 2020 | |||
|---|---|---|---|---|
| Interest and finance costs, net | (4,030 | ) | (5,688 | ) |
| Add: Amortization of deferred finance charges and other discounts | 808 | 325 | ||
| Add: Amortization of convertible note beneficial conversion feature | 558 | 1,136 | ||
| Cash interest and finance costs | (2,664 | ) | (4,227 | ) |
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First Quarter and Recent Developments:
$73.5 million Financial Transactions
Alpha Bank S.A.
On May 20, 2021, the Company entered into a $37.45 million credit facility to (i) refinance the existing facilities of $25.5 million secured by the M/V Leadership and the M/V Squireship and (ii) finance the previously unencumbered M/V Lordship. The earliest maturity date of the facility will be in December 2024 and the interest rate is 3.5% plus LIBOR per annum. The Company has achieved net capital release of $12 million through this refinancing transaction and the extension of the maturity of the existing loans secured by the M/Vs Squireship and Leadership by two years.
Aegean Baltic Bank S.A. (“AB Bank”)
On April 22, 2021, the Company entered into a credit facility for an amount of $15.5 million secured by the M/V Goodship and the M/V Tradership. The facility has a term of 4.5 years, with latest maturity date falling on December 30, 2025 and bears interest of LIBOR plus 4% per annum. The first tranche of $7.5 million was drawn down on April 26, 2021 and the second tranche of $8.0 million will be drawn down on the delivery of the M/V Tradership.
Cargill International S.A. (“Cargill”)
On May 11, 2021, the Company entered into a sale and leaseback transaction with Cargill to partially fund the acquisition cost of the M/V Flagship. The financing amount is $20.5 million at an implied interest rate of approximately 2% all-in, fixed for five years. The Company has the option to buy back the vessel at any time during the whole five-year leasing period, at the end of which it has a purchase obligation of $10.0 million subject to certain adjustments based on the market price of the vessel.
In addition, Cargill will fund the equipment and the installation of certain energy saving devices onboard the M/V Flagship, aimed to increase the vessel’s energy efficiency, reduce fuel consumption and subsequently reduce the vessel’s carbon footprint.
Other Financing Updates
Moreover, the Company is in advanced discussions for the financing of two of its recent acquisitions, the M/Vs Hellasship and Patriotship, through a $30.9 million leasing arrangement at competitive terms.
Fleet Growth and Commercial Update
M/V Hellasship Delivery and Time Charter Commencement
In May 2021, the Company took delivery of the 181,325 dwt Capesize bulk carrier, built in 2012 in Japan, which has been renamed M/V Hellasship. The delivery of the M/V Hellasship was the first of the five Capesize acquisitions agreed in 2021.
The M/V Hellasship has been fixed on a time charter with NYK Line, a leading Japanese shipping company and operator. The T/C commenced on May 10, 2021 and will have a term of minimum 11 to maximum 15 months. The gross daily rate of the T/C is based at a premium over the BCI.
M/V Flagship Delivery and Time Charter Commencement
In May 2021, the Company took delivery of the 176,387 dwt Capesize bulk carrier, built in 2013 in Japan, which has been renamed M/V Flagship. The M/V Flagship is the second vessel of the Company’s fleet time-chartered to Cargill.
The daily hire is based on the BCI, while the Company has the option to convert the index-linked hire to fixed for a minimum period of three months to a maximum of 12 months based on the prevailing Capesize FFA curve. The rate is 102% of the BCI minus $1,325 per day. The term of the T/C has a duration of 5 years from the delivery of the vessel to Cargill, which took place on May 10, 2021.
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M/V Tradership and M/V Patriotship expected deliveries
In February and March 2021, the Company entered into agreements to purchase two Japanese Capesize bulk carriers, which upon their delivery will be renamed M/V Tradership and M/V Patriotship, respectively. Their deliveries are expected by mid-June 2021.
The M/V Patriotship has been fixed on a time charter with a major European cargo operator. The T/C will commence upon the vessel’s upcoming delivery and will have a term of minimum 12 to maximum 18 months. The gross daily rate is $31,000/ day.
16^th^ Capesize acquisition and expected delivery
On May 17, 2021, the Company entered into an agreement to purchase an additional Japanese Capesize bulk carrier built in 2012. The expected delivery of the vessel is in the third quarter of 2021. Following her delivery, Seanergy’s fleet will increase to 16 Capesize vessels with an aggregate cargo capacity of 2,823,878 dwt and an average age of 11.8 years.
Update on Number of Shares Issued and Outstanding
As of May 25, 2021, the Company has 168,488,240 common shares issued and outstanding. This includes:
| • | 34,000 shares issued pursuant to exercises of Class E warrants in the period of March 31, 2021 to May 24, 2021 for aggregate proceeds of $0.02 million. |
|---|---|
| • | 7,986,913 shares issued to Jelco Delta Holding Corp. (“Jelco”) upon exercise of outstanding warrants issued pursuant to the Securities Purchase Agreement entered into on December 30, 2020 (the “SPA”), for aggregate proceeds of<br> approximately $5.6 million. |
| --- | --- |
| • | 4,285,714 shares issued to Jelco following exercise of its option to convert $3.0 million of indebtedness to units, pursuant to the SPA. The issuance of shares to Jelco and associated reduction in debt balance took place in 2Q 2021. |
| --- | --- |
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Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. Dollars)
| March 31,<br><br> <br>2021 | December 31,<br><br> <br>2020* | |||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents, restricted cash and term deposits | 58,050 | 23,651 | ||
| Vessels and advances for vessels’ acquisitions, net | 274,781 | 256,737 | ||
| Other assets | 17,291 | 14,857 | ||
| TOTAL ASSETS | 350,122 | 295,245 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Long-term debt and other financial liabilities, net of deferred finance costs | 131,483 | 169,762 | ||
| Convertible notes | 15,276 | 14,516 | ||
| Other liabilities | 15,230 | 15,273 | ||
| Stockholders’ equity | 188,133 | 95,694 | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 350,122 | 295,245 | ||
| * | 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>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Revenues: | ||||||
| Vessel revenues | 21,156 | 13,832 | ||||
| Commissions | (758 | ) | (493 | ) | ||
| Vessel revenue, net | 20,398 | 13,339 | ||||
| Expenses: | ||||||
| Voyage expenses | (5,282 | ) | (5,699 | ) | ||
| Vessel operating expenses | (5,549 | ) | (5,065 | ) | ||
| Management fees | (281 | ) | (252 | ) | ||
| General and administrative expenses | (2,730 | ) | (1,359 | ) | ||
| Depreciation and amortization | (3,817 | ) | (3,634 | ) | ||
| Operating income / (loss) | 2,739 | (2,670 | ) | |||
| Other expenses: | ||||||
| Interest and finance costs | (4,030 | ) | (5,688 | ) | ||
| Other, net | (30 | ) | 15 | |||
| Total other expenses, net: | (4,060 | ) | (5,673 | ) | ||
| Net loss | (1,321 | ) | (8,343 | ) | ||
| Net loss per common share, basic | (0.01 | ) | (4.91 | ) | ||
| Weighted average number of common shares outstanding, basic | 114,757,841 | 1,699,660 |
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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 US. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. On a ‘fully-delivered’ basis, the Company's fleet will consist of 16 Capesize vessels with an average age of 11.8 years and aggregate cargo carrying capacity of 2,823,878 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”, its Class A warrants under “SHIPW” and its Class B warrants under “SHIPZ”.
Please visit our company website at: www.seanergymaritime.com.
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; 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.
Daniela Guerrero
230 Park Avenue Suite 1536
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com
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