Seanergy Maritime Holdings Corp 6-K, filed Aug 6, 2026
Seanergy Maritime Holdings Corp. (SHIP)
6-K
2026-08-06
For: 2026-06-30
View Original
Added on
August 07, 2026
About this 6-K
Seanergy Maritime Holdings Corp filed this 6-K on August 6, 2026.
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 August 2026
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to 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 July 30, 2026 titled “
Seanergy Maritime Reports Second Quarter and First-Half 2026 Financial Results.”
Attached to this report on Form 6-K as Exhibit 99.2 is Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Unaudited Interim
Consolidated Financial Statements of the Company as of and for the six-month period ended June 30, 2026.
This report on Form 6-K and Exhibit 99.2 hereto are hereby incorporated by reference into the Company’s Registration Statements on Form F-3
(File Nos. 333-280792, 333-253332, 333-238136, 333-166697 and 333-169813).
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: August 6, 2026
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
|
|
By:
|
/s/ Stamatios Tsantanis
|
|
| Name: |
Stamatios Tsantanis | |
| Title: |
Chief Executive Officer
|
|
Exhibit 99.1
Seanergy Maritime Reports Second Quarter and First-Half 2026 Financial Results
Delivers Record Q2 Net Income of $26.2 Million and EPS/ Adjusted EPS of $1.21/ $1.32;
Declares Quarterly Dividend of $0.35 Per Share, Representing the Company’s 19th Consecutive Distribution
Expands Fleet Renewal Program to $591 Million Across Eight Modern Capesize & Newcastlemax Vessels; Completes €100 Million Unsecured Bond Offering
|
Highlights
|
||||||||||||||||||||
|
(in million USD, except EPS, LPS and TCE)
|
Q2 2026
|
Q2 2025
|
6M 2026
|
6M 2025
|
6M YoY
Growth
(%)
|
|||||||||||||||
|
Net Revenues
|
$
|
55.7
|
$
|
37.5
|
$
|
97.8
|
$
|
61.7
|
+59
|
%
|
||||||||||
|
Net income / (loss)
|
$
|
26.2
|
$
|
2.9
|
$
|
35.9
|
$
|
(4.0
|
)
|
|||||||||||
|
Adjusted net income / (loss)1
|
$
|
28.5
|
$
|
3.8
|
$
|
42.0
|
$
|
(1.7
|
)
|
|||||||||||
|
EBITDA1
|
$
|
39.3
|
$
|
17.4
|
$
|
62.8
|
$
|
24.0
|
+162
|
%
|
||||||||||
|
Adjusted EBITDA1
|
$
|
41.5
|
$
|
18.3
|
$
|
69.6
|
$
|
26.3
|
+165
|
%
|
||||||||||
|
Fleet TCE2
|
$
|
32,355
|
$
|
19,807
|
$
|
28,244
|
$
|
16,679
|
+69
|
%
|
||||||||||
|
Earnings / (loss) per share Basic & Diluted
|
$
|
1.21
|
$
|
0.14
|
$
|
1.67
|
$
|
(0.20
|
)
|
|||||||||||
|
Adjusted earnings / (loss) per share Basic and diluted1
|
$
|
1.32
|
$
|
0.18
|
$
|
1.96
|
$
|
(0.09
|
)
|
|||||||||||
1 Adjusted earnings / (loss) per share, Adjusted Net Income / (loss), EBITDA and Adjusted EBITDA are non-GAAP measures. Please see the
reconciliation below of Adjusted earnings / (loss) per share, Adjusted Net Income / (loss), EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure.
2 Time Charter Equivalent (“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
Highlights and Developments:
Exceptional Financial Performance & Consistent Shareholder Returns — $108.4 Million Returned Since Program Inception
| ■ |
Record Q2 and H1 profit of $26.2 million and $35.9 million, respectively, up from $2.9 million net income and $4.0 million loss in the prior-year periods
|
| ■ |
Quarterly cash dividend of $0.35 per share, the Company’s 19th consecutive cash dividend; payout of approx. 27% of Q2 Adjusted EPS
|
| ■ |
$108.4 million of total capital returned to shareholders, comprising $63.2 million of cash dividends ($3.19 per share) and $45.2 million of share, warrant and convertible note repurchases
|
Disciplined Fleet Growth and Renewal – $591 million Aggregate Investment Plan
| ■ |
Entered into an agreement to acquire two Japanese-built Capesize vessels – a newbuilding and a modern 2022-built vessel – for aggregate consideration of approximately $130 million, both scheduled to join the fleet in early 2029
|
| ■ |
Expanded fleet renewal and growth program from six to eight modern vessels comprising seven newbuildings and one 2022-built Capesize, for an aggregate investment of approximately $591 million; four vessels to be delivered in 2027
|
| ■ |
Completed the profitable sale of the 2010-built M/V Squireship, generating approximately $13.8 million of net liquidity and a gain on sale of approximately $4.6 million, while continuing to provide technical and management services to
the vessel
|
| ■ |
Secured long-term time charters with leading counterparties for the three China-built 2027 newbuildings with floor rates covering expected cash breakeven, as well as potentially significant index-linked market upside
|
Diversified Capital Resources — €100 Million Bond and $296.5 Million of Facilities Secured
| ■ |
Successfully completed a €100 million 5-year unsecured corporate bond offering in Greece, further diversifying the Company’s capital resources and supporting its fleet growth and renewal program
|
| ■ |
Fleet renewal program substantially funded: $72.6 million advanced from own funds and approximately $296.5 million of pre- and post-delivery facilities secured, alongside the €100 million bond
|
Strong Commercial Performance
| ■ |
Q2 2026 fleet TCE of $32,355 per day, an increase of 63% year over year
|
| ■ |
Estimated Q3 2026 TCE of approximately $31,0003 per day - increased H2 earnings visibility
|
3 Blended Q3 TCE estimated on approx. 71% of Q3 available days already fixed and FFA rates as of July 28, 2026.
2
July 30, 2026 – Athens, Greece – Seanergy Maritime Holdings Corp. (“Seanergy” or the “Company”) (NASDAQ: SHIP), a leading pure-play Capesize owner and operator, today reported
its financial results for the second quarter and six months ended June 30, 2026, and declared a quarterly cash dividend of $0.35 per common share. This marks Seanergy’s 19th
consecutive quarterly dividend under its capital return policy and reflects the Company’s strong earnings generation and disciplined approach to capital allocation.
For the quarter ended June 30, 2026, the Company generated Net Revenues of $55.7 million, compared to $37.5 million in the second quarter of 2025. Net Income and Adjusted Net Income for the quarter increased to $26.2
million and $28.5 million, respectively, compared to $2.9 million and $3.8 million, respectively, in the prior-year period. EBITDA and Adjusted EBITDA for the quarter reached $39.3 million and $41.5 million, respectively, compared to $17.4 million
and $18.3 million, respectively, for the same period of 2025. The fleet achieved a daily TCE of $32,355 for the second quarter of 2026, representing a 63% year-over-year increase.
For the six months ended June 30, 2026, Seanergy generated Net Revenues of $97.8 million, Net Income of $35.9 million and Adjusted Net Income of $42.0 million, compared to Net Revenues of $61.7 million, a Net Loss of
$4.0 million and Adjusted Net Loss of $1.7 million in the first half of 2025. Adjusted EBITDA increased by 165% to $69.6 million, while Adjusted EPS reached $1.96, compared to an adjusted loss per share of $0.09 in the prior-year period. Fleet TCE
increased by 69% to $28,244 per day.
Cash and cash-equivalents and restricted cash, as of June 30, 2026, stood at $59.5 million. Long-term debt (senior loans and other financial liabilities) net of deferred charges amounted to $294.9 million, compared
with a fleet book value of $542.3 million, including advances paid for vessels under construction and a vessel under sales-type lease, resulting in a fleet loan-to-book value ratio of approximately 55%. Stockholders' equity increased by $31.7
million, or 11% to $313.1 million, over the six-month period.
Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
“Seanergy delivered record results in the second quarter with Net Income of $26.2 million and Adjusted EPS of $1.32, bringing first-half Adjusted EPS to $1.96, and underscoring the strong earnings power and operating
leverage of our pure-play Capesize platform.”
“Building on our solid performance, we continued to execute on our disciplined capital return policy. Our board of directors declared a quarterly cash dividend of $0.35 per share, our 19th consecutive distribution,
bringing cumulative dividends to $3.19 per share, or approximately $63.2 million in aggregate. In total, we have returned $108.4 million to shareholders since program inception, through dividends and the repurchases of shares, warrants and
convertible notes.”
“We further advanced our fleet renewal strategy by agreeing to acquire two additional high-quality Japanese Capesize vessels for an aggregate consideration of approximately $130 million. These transactions consist of
a scrubber-fitted newbuilding and a modern 2022-built vessel, both expected to join our fleet in 2029. These acquisitions lock in modern, fuel-efficient tonnage and scarce 2029 delivery slots ahead of an anticipated tightening in Capesize supply.”
“Our fleet renewal and growth program now comprises eight modern vessels, including seven newbuildings and one 2022-built Capesize, and represents an aggregate investment of approximately $591 million. Four of the
eight vessels are scheduled to deliver in 2027, accelerating fleet renewal and earnings contribution from 2027 onward. We continue to execute selectively, pairing scarce delivery slots with disposals of older tonnage at firm valuations, while
maintaining a disciplined balance sheet.”
“We have also secured multi-year employment for our three Chinese-built 2027 newbuildings with leading global counterparties, at floor rates covering expected cash breakeven plus a premium index-linked formula and
profit sharing above an upper threshold. This approach materially de-risks the first phase of the program from day one of delivery while maintaining the upside potential central to our investment thesis.”
“Our successful issuance of a €100 million unsecured corporate bond in Greece diversifies our capital base and complements our existing secured financings. Its five-year non-amortizing structure provides
non-dilutive, long-term capital precisely matched to the construction phase of our program, before the new vessels begin generating revenues.”
“The Capesize market continued to perform strongly during the second quarter, supported by record quarterly China iron ore imports and continued growth in bauxite trade against low fleet supply growth. Looking ahead,
the market outlook remains constructive: a low orderbook against a rapidly ageing fleet, strong iron ore export growth, and resilient coal and bauxite volumes. In this context, we have fixed about 55% of our ownership days for the second half of
the year at a daily rate of $30,800, providing significant earnings visibility while preserving meaningful index-linked exposure in a strong Capesize market. Additionally, based on the current FFA curve, our estimated 3Q 2026 daily TCE of
approximately $31,000 further reinforces our positive earnings outlook and our ability to continue generating attractive returns in the quarters ahead.”
“Our strategic direction remains clear: deliver consistent shareholder distributions, invest strategically in modern tonnage, and preserve financial flexibility. We believe this balanced approach positions Seanergy
to create meaningful long-term shareholder value.”
3
Company Fleet:
|
Vessel Name
|
Capacity
(DWT)
|
Year
Built
|
Yard
|
Scrubber
Fitted
|
Employment
Type
|
FFA
conversion
option(1)
|
Minimum
time charter (“T/C”) expiration
|
Maximum
T/C
expiration(2)
|
Charterer
|
|
|
Titanship
|
207,855
|
2011
|
NACKS
|
-
|
T/C Index Linked
|
No
|
09/2026
|
03/2027
|
Cargill
|
|
|
Meiship
|
207,851
|
2013
|
Imabari
|
-
|
T/C Index Linked
|
Yes
|
01/2028
|
06/2028
|
Glencore
|
|
|
Patriotship
|
181,709
|
2010
|
Imabari
|
Yes
|
T/C Index Linked
|
Yes
|
01/2027
|
03/2027
|
Glencore
|
|
|
Paroship
|
181,415
|
2012
|
Koyo -Imabari
|
Yes
|
T/C Index Linked
|
Yes
|
07/2027
|
12/2027
|
Oldendorff
|
|
|
Worldship
|
181,415
|
2012
|
Koyo – Imabari
|
Yes
|
T/C Index Linked
|
Yes
|
11/2026
|
03/2027
|
NYK
|
|
|
Kaizenship
|
181,396
|
2012
|
Koyo Dock
|
-
|
T/C Index Linked
|
Yes
|
01/2028
|
06/2028
|
Oldendorff
|
|
|
Iconship
|
181,392
|
2013
|
Imabari
|
-
|
T/C Index Linked
|
Yes
|
03/2027
|
07/2027
|
K Line
|
|
|
Hellasship
|
181,325
|
2012
|
Imabari
|
-
|
T/C Index Linked
|
Yes
|
04/2027
|
08/2027
|
NYK
|
|
|
Honorship
|
180,242
|
2010
|
Imabari
|
-
|
T/C Index Linked
|
Yes
|
03/2028
|
06/2028
|
NYK
|
|
|
Fellowship
|
179,701
|
2010
|
Daewoo
|
-
|
T/C Index Linked
|
Yes
|
01/2028
|
03/2028
|
Anglo American
|
|
|
Championship
|
179,238
|
2011
|
Sungdong SB
|
Yes
|
T/C Index Linked
|
Yes
|
04/2027
|
08/2027
|
Cargill
|
|
|
Partnership
|
179,213
|
2012
|
Hyundai
|
Yes
|
T/C Index Linked
|
Yes
|
01/2027
|
05/2027
|
Glencore
|
|
|
Knightship
|
178,978
|
2010
|
Hyundai
|
Yes
|
T/C Index Linked
|
Yes
|
12/2026
|
04/2027
|
Glencore
|
|
|
Lordship
|
178,838
|
2010
|
Hyundai
|
Yes
|
T/C Index Linked
|
Yes
|
01/2027
|
03/2027
|
Glencore
|
|
|
Blueship
|
178,459
|
2011
|
Mitsui SB
|
-
|
T/C Index Linked
|
Yes
|
12/2027
|
04/2028
|
NYK
|
|
|
Friendship
|
176,952
|
2009
|
Namura
|
-
|
T/C Index Linked
|
Yes
|
04/2027
|
09/2027
|
Glencore
|
|
|
Flagship
|
176,387
|
2013
|
Mitsui
|
-
|
T/C Index Linked
|
Yes
|
10/2027
|
02/2028
|
Cargill
|
|
|
Premiership
|
170,024
|
2010
|
Sungdong SB
|
Yes
|
T/C Index Linked
|
Yes
|
03/2027
|
05/2027
|
Glencore
|
|
|
Total / Average age
|
3,282,390
|
15.1 years
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
Vessels under construction
|
||||||||||
|
TBN Primeship
|
181,000
|
2027
|
Hengli
|
Yes
|
T/C Index Linked(3)
|
-
|
5 years(4)
|
European Operator
|
||
|
TBN Chrysship
|
181,500
|
2027
|
Hengli
|
Yes
|
T/C Index Linked(3)
|
-
|
5 years(4)
|
European Operator
|
||
|
NB Vessel
|
181,500
|
2027
|
Hengli
|
Yes
|
T/C Index Linked(3)
|
-
|
4 years(5)
|
Major Miner
|
||
|
TBN Nikiship
|
181,500
|
2027
|
Japanese Yard
|
Yes
|
-
|
-
|
-
|
-
|
-
|
|
|
TBN Megaship
|
211,000
|
2028
|
Hantong
|
Yes
|
-
|
-
|
-
|
-
|
-
|
|
|
TBN Kingship
|
181,500
|
2029
|
Japanese Yard
|
Yes
|
-
|
-
|
-
|
-
|
-
|
|
|
NB Vessel
|
181,000
|
2029
|
Japanese Yard
|
Yes
|
-
|
-
|
-
|
-
|
-
|
|
|
Vessel to be delivered
|
||||||||||
|
TBN
|
182,162
|
2022
|
Japanese Yard
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
Bareboat charter out
|
||||||||||
|
Dukeship
|
181,453
|
2010
|
Sasebo
|
-
|
Bareboat
|
-
|
08/2027
|
09/2027
|
United
|
|
| (1) |
The Company has the option to convert the index-linked rate to fixed for periods 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 periods.
|
| (3) |
The time charter agreement provides a floor rate. Above the floor, the hire is calculated at a significant premium over the BCI-180 up to an upper threshold, and above the upper threshold, the hire is calculated based on the same premium
over the BCI-180, with incremental earnings shared equally between Seanergy and the respective charterer.
|
| (4) |
The time charter agreement provides three optional extension periods of minimum 10 to maximum 14 months each.
|
| (5) |
The time charter agreement provides two optional extension periods of about 11 to about 13 months each.
|
4
Fleet Data:
(U.S. Dollars in thousands)
|
Q2 2026
|
Q2 2025
|
6M 2026
|
6M 2025
|
|||||||||||||||||
|
Ownership days (1)
|
1,706
|
1,911
|
3,459
|
3,689
|
||||||||||||||||
|
Operating days (2)
|
1,660
|
1,794
|
3,356
|
3,507
|
||||||||||||||||
|
Fleet utilization (3)
|
97.3
|
%
|
93.9
|
%
|
97
|
%
|
95.1
|
%
|
||||||||||||
|
TCE rate (4)
|
$
|
32,355
|
$
|
19,807
|
$
|
28,244
|
$
|
16,679
|
||||||||||||
|
Daily Vessel Operating Expenses (5)
|
$
|
7,103
|
$
|
7,222
|
$
|
7,143
|
$
|
6,937
|
| (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
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. 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. Operating days include the days that our vessels are in ballast voyages without having finalized agreements for their next
employment. The Company’s calculation of operating days may not be comparable to that reported by other companies.
|
| (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. Fleet Utilization is used to measure a company’s ability to
efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for unforeseen events. We believe it provides additional meaningful information and assists management in making decisions
regarding areas where we may be able to improve efficiency and increase revenue and because we believe that it provides useful information to investors regarding the efficiency of our operations. The Company’s calculation of fleet
utilization may not be comparable to that reported by other companies.
|
| (4) |
TCE rate is defined as the Company’s net vessel 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)
expenses, canal charges and other commissions. The Company includes the TCE rate, which is not a recognized measure under U.S. GAAP, as it believes it provides additional meaningful information in
conjunction with net revenues from 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 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 TCE rate.
|
(In thousands of U.S. Dollars, except operating days and TCE rate)
|
Q2 2026
|
Q2 2025
|
6M 2026
|
6M 2025
|
|||||||||||||
|
Vessel revenue, net
|
55,045
|
36,664
|
96,744
|
60,340
|
||||||||||||
|
Less: Voyage expenses
|
1,335
|
1,131
|
1,958
|
1,847
|
||||||||||||
|
Time charter equivalent revenues
|
53,710
|
35,533
|
94,786
|
58,493
|
||||||||||||
|
Operating days
|
1,660
|
1,794
|
3,356
|
3,507
|
||||||||||||
|
TCE rate
|
$
|
32,355
|
$
|
19,807
|
$
|
28,244
|
$
|
16,679
|
| (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
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
operating expenses to daily vessel operating expenses.
|
(In thousands of U.S. Dollars, except ownership days and Daily Vessel Operating Expenses)
|
Q2 2026
|
Q2 2025
|
6M 2026
|
6M 2025
|
|||||||||||||
|
Vessel operating expenses
|
12,118
|
13,802
|
24,706
|
26,346
|
||||||||||||
|
Less: Pre-delivery expenses
|
-
|
-
|
-
|
757
|
||||||||||||
|
Vessel operating expenses before pre-delivery expenses
|
12,118
|
13,802
|
24,706
|
25,589
|
||||||||||||
|
Ownership days
|
1,706
|
1,911
|
3,459
|
3,689
|
||||||||||||
|
Daily Vessel Operating Expenses
|
$
|
7,103
|
$
|
7,222
|
$
|
7,143
|
$
|
6,937
|
5
Net income / (loss) to EBITDA and Adjusted EBITDA Reconciliation:
(In thousands of U.S. Dollars)
|
Q2 2026
|
Q2 2025
|
6M 2026
|
6M 2025
|
||
|
Net income / (loss)
|
26,243
|
2,862
|
35,894
|
(3,967)
|
|
|
Interest and finance cost, net
|
3,813
|
5,472
|
8,141
|
10,566
|
|
|
Depreciation and amortization
|
9,195
|
9,052
|
18,797
|
17,377
|
|
|
EBITDA
|
39,251
|
17,386
|
62,832
|
23,976
|
|
|
Stock based compensation
|
1,936
|
1,138
|
4,518
|
2,677
|
|
|
Loss on extinguishment of debt
|
388
|
-
|
2,172
|
28
|
|
|
(Gain) / loss on forward freight agreements, net
|
(15)
|
1
|
10
|
19
|
|
|
(Gain) / loss on FX derivatives
|
(19)
|
(243)
|
114
|
(423)
|
|
|
Adjusted EBITDA
|
41,541
|
18,282
|
69,646
|
26,277
|
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 and Adjusted EBITDA are not recognized measurements under U.S. GAAP. Adjusted EBITDA represents EBITDA adjusted to exclude stock-based compensation, (gain) / loss on forward freight agreements, net, loss on
extinguishment of debt, and (gain) / loss on FX derivatives. 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 from period to period. 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.
6
Adjusted Net Income / (Loss) Reconciliation and calculation of Adjusted Earnings / (Loss) Per Share
(In thousands of U.S. Dollars, except for share and per share data)
|
Q2 2026
|
Q2 2025
|
6M 2026
|
6M 2025
|
||
|
Net income / (loss)
|
26,243
|
2,862
|
35,894
|
(3,967)
|
|
|
Stock based compensation
|
1,936
|
1,138
|
4,518
|
2,677
|
|
|
Loss on extinguishment of debt (non-cash)
|
388
|
-
|
1,441
|
18
|
|
|
(Gain) / loss on FX derivatives
|
(19)
|
(243)
|
114
|
(423)
|
|
|
Adjusted net income / (loss)
|
28,548
|
3,757
|
41,967
|
(1,695)
|
|
|
Dividends to non-vested participating securities
|
(112)
|
(27)
|
(180)
|
(66)
|
|
|
Undistributed earnings to non-vested participating securities
|
(566)
|
(48)
|
(573)
|
-
|
|
|
Adjusted net income / (loss) – common shareholders
|
27,870
|
3,682
|
41,214
|
(1,761)
|
|
|
Adjusted earnings / (loss) per common share, basic and diluted
|
1.32
|
0.18
|
1.96
|
(0.09)
|
|
|
Weighted average number of common shares outstanding, basic
|
21,107,948
|
20,355,465
|
21,019,838
|
20,255,507
|
|
|
Weighted average number of common shares outstanding, diluted
|
21,107,948
|
20,444,086
|
21,019,838
|
20,255,507
|
To derive Adjusted Net Income and Adjusted Earnings / (loss) Per Share, a non-GAAP financial measure, from Net Income / (loss), we adjust for dividends and undistributed earnings to non-vested
participating securities and 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 loss on extinguishment of debt, stock based compensation, (gain) / loss on FX derivatives 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.
Third Quarter 2026 TCE Rate Guidance:
As of the date hereof, approximately 71% of the Company fleet’s expected operating days in the third quarter of 2026 have been fixed at an estimated TCE rate of
approximately $30,112. Assuming that for the remaining operating days of our index-linked time charters, the BCI-180 rate will be equal to $33,980 (based on the FFA curve as of July 28, 2026), our estimated TCE rate for the third quarter of 2026
will be approximately $30,9984. The following table provides the breakdown of index-linked charters and fixed-rate charters in the third quarter of 2026:
|
Operating Days
|
TCE
|
|||||||
|
TCE - fixed rate (incl. FFA conversions)
|
920
|
$
|
28,468
|
|||||
|
TCE – index-linked
|
718
|
$
|
34,236
|
|||||
|
Total / Average
|
1,638
|
$
|
30,998
|
|||||
4 This guidance is based on certain assumptions and the Company cannot provide assurance that these TCE rate estimates, or projected
utilization rates 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 rate realized will vary with the underlying index, and for the
purposes of this guidance, the BCI 5TC 180 rate assumed for the remaining operating days of the quarter for an index-linked T/C is equal to $33,980 (based on the FFA curve as of July 28, 2026). Spot estimates are provided using the
load-to-discharge method of accounting. 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 rate will be reduced accordingly.
7
Second Quarter and Recent Developments:
Dividend Distribution for Q1 2026 and Declaration of Q2 2026 Dividend
On July 10, 2026, the Company paid a quarterly cash dividend of $0.20 per common share for the first quarter of 2026 to all shareholders of record as of June 29, 2026.
The Company has declared a quarterly cash dividend of $0.35 per common share for the second quarter of 2026 payable on or about October 9, 2026, to all shareholders of record as of September 25, 2026.
Vessel Improvements - Environmental Investments - Dry-Dockings
The Company is renewing its fleet through the addition of advanced eco-design newbuildings and modern secondhand tonnage, while selectively divesting older vessels. The seven newbuildings under the Company's fleet
renewal and growth program are designed to meet International Maritime Organization requirements for Phase 3 greenhouse gas emissions reduction ("IMO GHG Phase 3") and Tier III nitrogen oxide emissions ("IMO NOx Tier III") and are scrubber-fitted.
In parallel, the Company continues to implement the environmental upgrade program across its existing fleet, having invested approximately $37.3 million since 2024 in environmental upgrades, vessel improvements and
dry-dockings.
Together, the fleet renewal and environmental upgrade initiatives are expected to improve fuel efficiency and reduce greenhouse gas emissions. Having completed the majority of the scheduled upgrades in prior
quarters, the Company expects approximately 50 off-hire days for the remainder of 2026 in connection with scheduled dry-dockings, vessel repairs and environmental upgrades.
Fleet Update
Acquisition of Two Japanese-Built Capesize Vessels for 2029 Delivery
The Company has entered into an agreement with unaffiliated third parties to acquire two Japanese Capesize vessels for aggregate consideration of approximately $130.0 million.
The acquisitions comprise:
| - |
a 181,000 dwt scrubber-fitted Capesize newbuilding, expected to be delivered between the first and second quarters of 2029; and
|
| - |
a 182,162 dwt Capesize vessel built in 2022, with forward delivery expected between the fourth quarter of 2028 and the second quarter of 2029.
|
The Company has already paid a deposit of 5% of the purchase price for the Capesize newbuilding. The remaining balance of the purchase price shall be payable as follows: 35% in three instalments by November 2028, and
the remaining 60% upon delivery of the vessel. Concerning the 2022-built Capesize vessel, the agreement involves a 10% advance payment, while the remaining 90% of the purchase price will be payable upon the vessel’s delivery.
The newbuilding vessel will incorporate advanced eco-design features, intended to enhance fuel efficiency and reduce emissions. Together, the two acquisitions will add modern high-quality tonnage at a delivery point,
which is aligned with the next phase of the Company’s fleet renewal strategy and expected requirements.
To date, the Company has already paid $72.6 million for its newbuilding and fleet renewal program while maintaining a strong liquidity position.
Sale of M/V Squireship
In June 2026, the Company delivered to United Maritime Corporation, a related party, the 170,018 dwt M/V Squireship, built in 2010. The gross sale price was approximately $29.5 million, generating net proceeds of
about $13.8 million. Seanergy continues to provide technical and management services to the vessel, facilitating the continuation of the vessel’s existing commercial employment.
8
Commercial Updates
Long-Term Time Charters for Three 2027-Delivery Newbuildings
In July 2026, the Company entered into multi-year time charter agreements for three scrubber-fitted Capesize newbuildings scheduled for delivery between the second and fourth quarters of 2027.
Two of our vessels to be delivered in 2027, to be named M/V Primeship and M/V Chrysship, have each been chartered for a period of five years to a leading European operator, with three optional extension periods of
minimum 10 to maximum 14 months each. The third vessel, a 181,000 dwt Capesize vessel scheduled for delivery in the fourth quarter of 2027 has been chartered for four years to a major mining company, with two optional extension periods of about 11
to about 13 months. The charters are expected to commence upon the respective delivery of each vessel.
The agreements provide for average floor rates of approximately $23,100 per day, designed to cover the vessels’ estimated cash breakeven levels. Above the floor, hire is calculated at a significant premium over the
BCI-180 up to an average upper threshold of approximately $29,750 per day. Above the upper threshold, incremental earnings based on the same premium over the BCI-180 are shared equally between Seanergy and the respective charterer.
M/V Kaizenship – New Time Charter agreement
In July 2026, the Company entered into a new time charter agreement with Oldendorff Carriers GmbH & Co. KG (“Oldendorff”) for the M/V Kaizenship, for a period of about 18 to about 28 months. The new time charter
agreement with Oldendorff is expected to commence in August 2026. The daily hire is based on the 5 T/C routes of the BCI, with an option for the Company to fix the rate for 1 to 16 months based on the prevailing Capesize FFA curve.
M/V Blueship – New Time Charter agreement
In June 2026, the Company entered into a new time charter agreement with Nippon Yusen Kabushiki Kaisha (“NYK”) for the M/V Blueship, for a period of about minimum 14 to about maximum 17 months. The new time charter
agreement with NYK is expected to commence in November 2026, in direct continuation of the maximum period of the current charter. The daily hire is based on the 5 T/C routes of the BCI along with a fixed daily premium, with an option for the
Company to fix the rate for 2 to 12 months based on the prevailing Capesize FFA curve.
M/V Fellowship – Time Charter Extension
In July 2026, the existing charterer exercised its option to extend the time charter agreement for the M/V Fellowship until a minimum of January 2028 and a maximum of March 2028, with the extension commencing
immediately upon the expiration of the current charter period.
M/V Friendship – Time Charter Extension
In June 2026, the existing charterer of the vessel exercised its option to extend the time charter agreement for M/V Friendship by six months beyond the current minimum/maximum charter period, in direct continuation
from the previous agreement.
Financing Updates
Successful Completion of €100 Million Five-Year Unsecured Corporate Bond Offering
In July 2026, Seanergy successfully completed a €100 million unsecured bond offering to investors in Greece (ATHEX: SHIPB1). The bonds were admitted to trading on the Fixed Income Securities Segment of Euronext
Athens Holding S.A. on July 13, 2026.
The bonds were issued at par, mature in July 2031 and carry a coupon of 4.90% per annum, payable semi-annually. The five-year bullet structure involves no scheduled principal amortization before maturity, preserving
liquidity during the construction phase of the Company’s newbuilding program.
9
Newbuilding Capesize vessel – Sale and Leaseback agreement
The Company has agreed to enter into a $60.0 million sale and leaseback agreement to partially finance the acquisition of the Capesize vessel scheduled for delivery in the fourth quarter of 2027. The agreement also
provides pre-delivery financing for certain instalments under the shipbuilding contract. Upon delivery, the vessel will be sold and chartered back for a period of 84 months. The Company will have continuous purchase options at predetermined prices
as set forth in the agreement, commencing two years after the charter commencement date. The charterhire principal will amortize in 28 quarterly instalments of $0.7 million along with a purchase option of $40.0 million at the expiry of the bareboat
charter. The pre-delivery financing amounts will accrue interest, payable quarterly in arrears.
Conference Call:
The Company’s management will host a conference call to discuss financial results on July 30, 2026, at 10:00 a.m. Eastern Time.
Audio Webcast and Earnings Presentation:
There will be a live, and then archived, webcast of the conference call and accompanying presentation available through the Company’s website. To access the presentation and listen to the archived audio file, visit
our website, following the Webcast & Presentations section under our Investor Relations page. Participants to the live webcast should register on Seanergy’s 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.
10
Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. Dollars)
|
June 30,
2026
|
December 31,
2025*
|
|||||||
|
ASSETS
|
||||||||
|
Cash and cash equivalents and restricted cash
|
59,474
|
62,653
|
||||||
|
Vessels, net, vessels under construction, finance lease prepayment and sales type leases
|
542,288
|
506,660
|
||||||
|
Other assets
|
41,700
|
37,266
|
||||||
|
TOTAL ASSETS
|
643,462
|
606,579
|
||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Long-term debt and other financial liabilities, net of deferred finance costs
|
294,867
|
290,160
|
||||||
|
Other liabilities
|
35,486
|
35,036
|
||||||
|
Stockholders’ equity
|
313,109
|
281,383
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
643,462
|
606,579
|
||||||
| * |
Derived from the audited consolidated financial statements as of that date
|
11
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
June 30,
|
Six months ended
June 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Vessel revenue, net
|
55,045
|
36,664
|
96,744
|
60,340
|
||||||||||||
|
Fees from related parties
|
642
|
815
|
1,049
|
1,345
|
||||||||||||
|
Revenue, net
|
55,687
|
37,479
|
97,793
|
61,685
|
||||||||||||
|
Expenses:
|
||||||||||||||||
|
Voyage expenses
|
(1,335
|
)
|
(1,131
|
)
|
(1,958
|
)
|
(1,847
|
)
|
||||||||
|
Vessel operating expenses
|
(12,118
|
)
|
(13,802
|
)
|
(24,706
|
)
|
(26,346
|
)
|
||||||||
|
Management fees
|
(241
|
)
|
(301
|
)
|
(520
|
)
|
(552
|
)
|
||||||||
|
General and administrative expenses
|
(6,899
|
)
|
(4,956
|
)
|
(14,165
|
)
|
(9,012
|
)
|
||||||||
|
Depreciation and amortization
|
(9,195
|
)
|
(9,052
|
)
|
(18,797
|
)
|
(17,377
|
)
|
||||||||
|
Gain on sales type leases
|
-
|
-
|
4,101
|
-
|
||||||||||||
|
Gain on sale of vessel
|
4,559
|
-
|
4,559
|
-
|
||||||||||||
|
Gain / (loss) on forward freight agreements, net
|
15
|
(1
|
)
|
(10
|
)
|
(19
|
)
|
|||||||||
|
Operating income
|
30,473
|
8,236
|
46,297
|
6,532
|
||||||||||||
|
Other income / (expenses):
|
||||||||||||||||
|
Interest and finance costs
|
(4,259
|
)
|
(5,687
|
)
|
(9,139
|
)
|
(10,930
|
)
|
||||||||
|
Loss on extinguishment of debt
|
(388
|
)
|
-
|
(2,172
|
)
|
(28
|
)
|
|||||||||
|
Interest and other income
|
261
|
172
|
733
|
337
|
||||||||||||
|
Interest and other income – related party
|
184
|
48
|
282
|
48
|
||||||||||||
|
Other, net
|
(28
|
)
|
93
|
(107
|
)
|
74
|
||||||||||
|
Total other expenses, net:
|
(4,230
|
)
|
(5,374
|
)
|
(10,403
|
)
|
(10,499
|
)
|
||||||||
|
Net income / (loss)
|
26,243
|
2,862
|
35,894
|
(3,967
|
)
|
|||||||||||
|
Net income / (loss) attributable to common shareholders
|
25,565
|
2,787
|
35,141
|
(4,033
|
)
|
|||||||||||
|
Net income / (loss) per common share, basic and diluted
|
1.21
|
0.14
|
1.67
|
(0.20
|
)
|
|||||||||||
|
Weighted average number of common shares outstanding, basic
|
21,107,948
|
20,355,465
|
21,019,838
|
20,255,507
|
||||||||||||
|
Weighted average number of common shares outstanding, diluted
|
21,107,948
|
20,444,086
|
21,019,838
|
20,255,507
|
||||||||||||
12
Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Cash Flow Data
(In thousands of U.S. Dollars)
|
Six months ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Net cash provided by operating activities
|
44,656
|
16,239
|
||||||
|
Vessels acquisitions and improvements
|
(1,928
|
)
|
(35,325
|
)
|
||||
|
Vessels under construction
|
(70,022
|
)
|
-
|
|||||
|
Loan to related party
|
-
|
(2,000
|
)
|
|||||
|
Repayment of loan by related party
|
-
|
2,000
|
||||||
|
Finance lease prepayments and other initial direct costs
|
(3,882
|
)
|
(8,150
|
)
|
||||
|
Proceeds from sale of asset
|
29,500
|
-
|
||||||
|
Due from related parties
|
3,144
|
(188
|
)
|
|||||
|
Net cash used in investing activities
|
(43,188
|
)
|
(43,663
|
)
|
||||
|
Proceeds from long-term debt and other financial liabilities
|
111,950
|
88,060
|
||||||
|
Repayments of long-term debt and other financial liabilities
|
(107,433
|
)
|
(60,274
|
)
|
||||
|
Payments of financing and stock issuance costs
|
(3,090
|
)
|
(1,563
|
)
|
||||
|
Payments of finance lease liabilities
|
-
|
(1,099
|
)
|
|||||
|
Proceeds from other non-current liabilities
|
1,004
|
166
|
||||||
|
Dividends payments
|
(7,078
|
)
|
(7,388
|
)
|
||||
|
Net cash (used in) / provided by financing activities
|
(4,647
|
)
|
17,902
|
|||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
|
Cash paid during the period for interest, net of capitalized interest
|
6,498
|
11,031
|
||||||
|
Noncash investing activities
|
||||||||
|
Vessels’ improvements
|
1,412
|
387
|
||||||
|
Vessels under construction
|
139
|
-
|
||||||
|
Right-of use assets and initial direct costs
|
-
|
23,897
|
||||||
|
Noncash financing activities
|
||||||||
|
Dividends declared but not paid
|
4,334
|
1,045
|
||||||
|
Financing and stock issuance costs
|
1,444
|
(177
|
)
|
|||||
13
About Seanergy Maritime Holdings Corp.
Seanergy Maritime Holdings Corp. is a prominent pure-play Capesize shipping company publicly listed in the U.S. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels.
The Company owns or operates under finance leases 19 vessels (2 Newcastlemax and 17 Capesize) with an average age of approximately 15.1 years and an aggregate cargo carrying capacity of 3,463,843 dwt. Upon the sale of the M/V Dukeship and the
delivery of the seven newbuilding vessels and one secondhand Capesize vessel, the Company will own or operate under finance lease 26 vessels (3 Newcastlemax and 23 Capesize), with an aggregate cargo carrying capacity of approximately 4,763,552 dwt.
The Company is incorporated in the Republic of 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.
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, including with respect to declaration of dividends, market trends and shareholder returns. 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 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, impacts of litigation, areas of possible expansion or contraction, and expected capital spending or
operating expenses; risks associated with operations outside the United States; risks arising from trade disputes between the U.S. and China, including the re-imposition of reciprocal port fees; broader market impacts arising from trade disputes or
war (or threatened war) or international hostilities, such as between the U.S. and Israel and Iran, the U.S. and Venezuela, China and Taiwan and Russia and Ukraine; risks associated with the length and severity of pandemics; 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: +1 212 661 7566
E-mail: seanergy@capitallink.com
14
EXHIBIT 99.2
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. Without limiting the generality of the foregoing, all statements in this report concerning or relating to estimated and projected earnings, margins, costs, expenses, expenditures, cash
flows, growth rates, future financial results and liquidity are forward-looking statements. In addition, we, through our senior management, from time to time may make forward-looking public statements concerning our expected future operations and
performance and other developments.
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 newbuilding vessels under construction in the dry bulk shipping industry;
|
|
•
|
the number of available slots in shipyards for newbuilding orders for the dry bulk sector;
|
| • |
changes in the useful lives and the value of our vessels and other vessels we may acquire and the related impact on our compliance with covenants under our financing
agreements;
|
| • |
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 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;
|
1
| • |
changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Greece Ltd., Global Seaways S.A., and Navilands Bulker
Management Ltd., our technical and crew managers of certain of our vessels, and Fidelity Marine Inc., 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;
|
| • |
damage to our vessels;
|
| • |
potential liability from future litigation and incidents involving our vessels;
|
| • |
our future operating or financial results;
|
| • |
changes in interest or inflation rates;
|
| • |
acts of terrorism, war, piracy and other hostilities;
|
| • |
public health threats, pandemics, epidemics, other disease outbreaks or calamities and governmental responses thereto;
|
| • |
changes in global and regional economic and political conditions, including without limitation the provision or removal of economic stimulus measures meant to counteract
the effects of sudden market disruptions due to financial, economic or health crises;
|
| • |
changes in tariffs, trade barriers, embargos and regulatory requirements;
|
| • |
general domestic and international political conditions or events, including trade wars, acts of hostility or potential, threatened, or ongoing war, including the war
between Russia and Ukraine (and related sanctions), the war between Israel and Hamas, the Houthi attacks on merchant vessels in the region of the Red Sea and the Gulf of Aden, the war between the United States and Israel and Iran, and China
and Taiwan disputes, the tensions between the U.S. and China, the tensions between Panama and the U.S., the current instability in Venezuela and potential tensions between the U.S. and Greenland, Denmark, the European Union or Venezuela;
|
| • |
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 to implement and maintain adequate Environmental, Social and Governance (“ESG”) practices, policies, programs, goals and targets;
|
| • |
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 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.
2
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”, “Seanergy”, “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 and provides management’s explanation of factors that have materially affected the company’s financial condition and results of operations for the historical periods covered by the
financial statements, and management’s assessment of factors and trends which are anticipated to have a material effect on the company’s financial condition and results of operations in future periods. 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 own or operate under finance leases 19 vessels (two Newcastlemax and 17 Capesize) with a cargo-carrying capacity of approximately 3,463,843 dwt and an average fleet age of 15.1 years. We are a prominent pure-play Capesize
shipping company listed in the U.S. capital market. Our common shares are listed on Nasdaq under the symbol “SHIP”. Upon completion of the sale of the M/V Dukeship and the delivery of the seven newbuilding vessels and one secondhand Capesize vessel
mentioned herein, we will own or operate under finance lease 26 vessels (3 Newcastlemax and 23 Capesize), with an aggregate cargo carrying capacity of approximately 4,763,552 dwt.
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 repair days that our vessels are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys, which are the repair days. 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 off-hire days that our vessels are off-hire due to unforeseen circumstances, which are the off-hire days. Operating days include the idle 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. Fleet Utilization is used to measure a company’s ability to efficiently find
suitable employment for its vessels and minimize the number of days that its vessels are off-hire for unforeseen events. We believe it provides additional meaningful information and assists management in making decisions regarding areas where we may be
able to improve efficiency and increase revenue and because we believe that it provides useful information to investors regarding the efficiency of our operations.
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.
3
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. Our time charter rates are usually index linked 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. 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. Daily Vessel Operating Expenses are calculated 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;
|
| • |
voyage charter rates;
|
| • |
time charter trip rates;
|
| • |
period time charter rates;
|
| • |
the nature and duration of our voyage and time charters;
|
| • |
vessel repositioning;
|
| • |
vessel operating expenses and voyage costs;
|
| • |
maintenance and upgrade work;
|
| • |
the age, condition and specifications of our vessels;
|
| • |
the timely delivery, capital expenditures and financing of our newbuilding and fleet renewal program;
|
| • |
issuance of our common shares and other securities;
|
| • |
amount of debt obligations; and
|
| • |
financing costs related to debt obligations.
|
4
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 revenue and profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market
conditions.
Vessels operating in the spot charter market or on index-linked time charters generate revenues that are less predictable, but can yield
increased profit margins during periods of improving dry bulk rates. 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 six months of 2026, all of our
vessels were chartered under index-linked time charter arrangements, reflecting similar employment patterns as observed in the six-month period ended June 30, 2025.
Trend Information
The performance of the dry bulk
shipping market is a key driver in our operating performance. The widely accepted benchmark of charter market in the dry bulk industry is the Baltic Dry Index, or the
BDI. Over the course of 2025, the BDI registered a low of 715 on January 30, 2025 and a high of 2,845 on December 3, 2025. In the first six months of 2026, the BDI registered a low of 1,523 on January 15, 2026 and a high of 3,226 on May 28, 2026.
The historic performance of the BDI has
been characterized by high volatility driven by changes in supply and demand for dry bulk vessels. Over an extended period of time in recent years, the growth in the size of the dry bulk fleet has outpaced growth in demand for dry bulk vessels.
Specifically, in the period from 2010 to 2025, the dry bulk fleet, measured in deadweight tons, grew at an annual average rate of approximately 5.4% compared with average annual demand growth of approximately 3.4%. Over the same period, the BDI declined by approximately 13%. Based on current projections, the total size of the dry bulk fleet is expected to increase by approximately 3.8% in 2026, compared to
expected demand growth of 2.4%.
Capesize dry bulk vessels primarily transport iron ore and coal, with bauxite gaining a larger share year by year.
China is a major player in the global iron ore market, importing more than 70% of seaborne iron ore. Australia and Brazil dominate exports, accounting for nearly 80% of global iron ore exports combined. Since 2000, the growth in China’s iron ore and
coal imports has significantly influenced the dry bulk market, though, this trend has slowed since 2015. On the bauxite front, China’s bauxite imports are playing an increasingly vital role in Capesize markets. Infrastructure improvements in West
Africa, led by Guinea, are expected to further boost bauxite trade, while, the giant Simandou iron ore project is anticipated to significantly increase iron ore exports from the region.
The significant geopolitical developments, with most notable the ongoing tensions in Ukraine and the Middle East,
including the war between the United States and Israel, and Iran, along with ongoing tariff disputes, have to a certain extent disrupted dry bulk seaborne trade, affecting global shipping routes, freight rates, and maritime security. Further to the
direct impact on seaborne trade, these events affected the seaborne trade through their impact, realized or expected, on economic activity and inflation.
While the ongoing war in Ukraine, especially at its first stages, heightened economic
uncertainty, it has had minimal impact on the dry bulk market so far. Initially, the effect ranged from neutral to positive, with shifts in ton-mile demand supporting the market. Our operations have not been materially affected, as our vessels do not
currently operate in Russian or Ukrainian ports, and our suppliers and service providers have not faced restrictions or disruptions in their activities. We do not anticipate significant impacts in the future.
The Israel–Hamas conflict and attacks by the Houthis in the Red Sea have led vessels to divert via the Cape of Good Hope, modestly
supporting the dry bulk market by reducing effective vessel supply. Following the ceasefire of the Israel–Hamas conflict, the related disruptions in the Red Sea have subsided. Nevertheless, the risk of renewed hostilities or attacks in the region
remains uncertain and could again affect vessel routing and the effective supply of dry bulk vessels. Meanwhile, the escalation of hostilities involving the United States, Israel and Iran during 2026 has, including strikes and counterstrikes affecting
commercial vessels and maritime infrastructure, has materially heightened uncertainty regarding the safety and accessibility of key maritime chokepoints, particularly the Strait of Hormuz. These developments have disrupted commercial traffic through
the Strait of Hormuz, increased security risks for vessels and crews, and may lead to further rerouting and, higher insurance and operating costs, their impact on volatility in energy and commodity markets, and changes in ton-mile demand and the
effective supply of vessels. Nevertheless, their impact on dry bulk shipping has remained limited to date.
In addition, changes in global trade policies, including the potential implementation of additional trade tariffs
and other trade restrictions (including the potential reimposition of port fees by the United States and China) that may be imposed by the United States, China and other countries, may adversely affect economic activity and global trade. Although the
impact on dry bulk shipping has remained limited to date, such measures could alter trade flows, cargo volumes and trading routes, potentially affecting ton-mile demand and the dry bulk market.
5
Results of Operations
Six months ended June 30, 2026 as compared to six months ended June 30, 2025
(In thousands of U.S. Dollars, except for share and per share data)
|
Six months ended
June 30,
|
Change
|
|||||||||||||||
|
2026
|
2025
|
Amount
|
%
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Vessel revenue, net
|
96,744
|
60,340
|
36,404
|
60
|
%
|
|||||||||||
|
Fees from related parties
|
1,049
|
1,345
|
(296
|
)
|
(22
|
)%
|
||||||||||
|
Revenue, net
|
97,793
|
61,685
|
36,108
|
59
|
%
|
|||||||||||
|
Expenses:
|
||||||||||||||||
|
Voyage expenses
|
(1,958
|
)
|
(1,847
|
)
|
(111
|
)
|
6
|
%
|
||||||||
|
Vessel operating expenses
|
(24,706
|
)
|
(26,346
|
)
|
1,640
|
(6
|
)%
|
|||||||||
|
Management fees
|
(520
|
)
|
(552
|
)
|
32
|
(6
|
)%
|
|||||||||
|
General and administrative expenses
|
(14,165
|
)
|
(9,012
|
)
|
(5,153
|
)
|
57
|
%
|
||||||||
|
Depreciation and amortization
|
(18,797
|
)
|
(17,377
|
)
|
(1,420
|
)
|
8
|
%
|
||||||||
|
Gain on sale of vessel, net - related party
|
4,559
|
-
|
4,559
|
-
|
||||||||||||
|
Gain on sales type lease - related party
|
4,101
|
-
|
4,101
|
-
|
||||||||||||
|
Loss on forward freight agreements, net
|
(10
|
)
|
(19
|
)
|
9
|
(47
|
)%
|
|||||||||
|
Operating income
|
46,297
|
6,532
|
39,765
|
609
|
%
|
|||||||||||
|
Other expenses:
|
||||||||||||||||
|
Interest and finance costs
|
(9,139
|
)
|
(10,930
|
)
|
1,791
|
(16
|
)%
|
|||||||||
|
Loss on extinguishment of debt
|
(2,172
|
)
|
(28
|
)
|
(2,144
|
)
|
7,657
|
%
|
||||||||
|
Interest and other income
|
733
|
337
|
396
|
118
|
%
|
|||||||||||
|
Interest and other income - related party
|
282
|
48
|
234
|
488
|
%
|
|||||||||||
|
Unrealized (gain) / losses from foreign exchange derivatives
|
(114
|
)
|
423
|
(537
|
)
|
(127
|
)%
|
|||||||||
|
Foreign currency exchange gain / (loss) net
|
7
|
(349
|
)
|
356
|
(102
|
)%
|
||||||||||
|
Total other expenses, net:
|
(10,403
|
)
|
(10,499
|
)
|
96
|
(1
|
)%
|
|||||||||
|
Net income / (loss)
|
35,894
|
(3,967
|
)
|
39,861
|
(1,005
|
)%
|
||||||||||
|
Earnings / (loss) per common share, basic & diluted
|
1.67
|
(0.20
|
)
|
|||||||||||||
|
Weighted average number of common shares outstanding, basic and diluted
|
21,019,838
|
20,255,507
|
||||||||||||||
Vessel Revenue, Net – The
increase is attributable to the increase in prevailing charter rates and is partially offset by the decrease in operating days during the comparable periods. Our time charter equivalent rate for the first half of 2026 is 69% higher than that of 2025.
Please see the reconciliation below of TCE rate (a non-GAAP measure) to net revenues from vessels, the most directly comparable U.S. GAAP measure. We had 3,356 operating days for the first six months of 2026 as compared to 3,507 operating days for the
first six months of 2025.
6
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 2026 amount comprises of $0.9 million commercial and technical management fees and $0.1 million of sale and purchase commissions. The 2025 amount comprises of $1.2 million commercial and technical management fees and $0.2
million of sale and purchase commissions.
Voyage Expenses – The increase
was primarily attributable to increased brokerage commissions as a result of the increased revenue which was partially offset by the decreased bunkers consumption due to fewer repairs and off-hire days for the first six months of 2026 compared to the
same period in 2025. We had 103 repair and off-hire days for the first half of 2026, as compared to 182 repair and off-hire days during the comparable period of 2025.
Vessel Operating Expenses – The
decrease was primarily attributable to a decrease in ownership days. We had 3,459 ownership days for the first six months of 2026 as compared to 3,689 ownership days for the first six months of 2025.
General and Administrative Expenses – Our general and administrative expenses primarily include directors’ and executives’ compensation, onshore personnel related expenses, share based compensation, legal, audit and
public relations expenses. The increase is attributable to the increase of stock based compensation amortization and the provision for year end remuneration for certain employees.
Depreciation and Amortization –
The increase is mainly attributable to the increase in amortization of drydocking expenses. Six vessels underwent drydocking in the first half of 2026 compared to one vessel during the first half of 2025.
Gain on sale of vessel, net - related party
– The net gain of $4.6 million is attributable to the sale of the M/V Squireship.
Gain on sales type lease - related party –
The net gain of $4.1 million is attributable to the gain on the sales type lease of the M/V Dukeship.
Interest and Finance Costs – The
decrease is primarily attributable to interest capitalized of $1.0 million for our vessels under construction and the decrease in the average interest rate on our outstanding indebtedness. The weighted average interest rate on our outstanding debt for
the six months ended 2026 and 2025 was approximately 5.87% and 6.72%, respectively.
Loss on extinguishment of debt –
The loss for the six-month period ended June 30, 2026 is attributable to the refinancing of the AVIC Iconship, Hellaship and Patriotship Sale and Leaseback and of the Chugoku Sale and Leaseback and the extinguishment of debt due to the disposal of M/V
Squireship for Huarong Squireship Sale and Leaseback. The loss for the six-month period ended June 30, 2025 was attributable to the refinancing of the August 2021 Alpha Bank Loan Facility, secured by the M/V Friendship and M/V Squireship.
Interest and other income - related party
– The income earned during the first six months of 2026 related to the sale type lease transaction for M/V Dukeship with United. The income earned during the first six months of 2025 relates to interest income earned from the April 25, 2025 $2 million
short-term loan facility to United which was fully repaid on June 17, 2025.
Unrealized (gain) / losses from foreign
exchange derivatives – The loss during the first six months of 2026 related to unrealized losses on EUR/USD option contracts. The income during the first six months of 2025 related to unrealized gains on EUR/USD forward contracts entered into
in January 2025.
7
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.
|
Six months ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Fleet Data:
|
||||||||
|
Ownership days
|
3,459
|
3,689
|
||||||
|
Available days(1)
|
3,363
|
3,529
|
||||||
|
Operating days(2)
|
3,356
|
3,507
|
||||||
|
Fleet utilization
|
97.0
|
%
|
95.1
|
%
|
||||
|
Average Daily Results:
|
||||||||
|
TCE rate(3)
|
$
|
28,244
|
$
|
16,679
|
||||
|
Daily Vessel Operating Expenses (4)
|
$
|
7,143
|
$
|
6,937
|
||||
| (1) |
During the six months ended June 30, 2026, we incurred 96 off-hire days for scheduled dry-dockings. During the six months ended June 30, 2025, we incurred 160 off-hire
days for scheduled dry-dockings.
|
| (2) |
During the six months ended June 30, 2026, we incurred 7 off-hire days due to other unforeseen circumstances. During the six months ended June 30, 2025, we incurred 22
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.
|
|
Six months ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
(In thousands of US Dollars, except operating days and TCE rate)
|
||||||||
|
Vessel revenue, net
|
$
|
96,744
|
$
|
60,340
|
||||
|
Voyage expenses
|
$
|
(1,958
|
)
|
$
|
(1,847
|
)
|
||
|
Time charter equivalent revenues
|
$
|
94,786
|
$
|
58,493
|
||||
|
Operating days
|
3,356
|
3,507
|
||||||
|
Daily time charter equivalent rate
|
$
|
28,244
|
$
|
16,679
|
||||
| (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.
|
8
|
Six months ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
||||||||
|
Vessel operating expenses
|
$
|
24,706
|
$
|
26,346
|
||||
|
Less: Pre-delivery expenses
|
-
|
(757
|
)
|
|||||
|
Vessel operating expenses before pre-delivery expenses
|
$
|
24,706
|
$
|
25,589
|
||||
|
Ownership days
|
3,459
|
3,689
|
||||||
|
Daily Vessel Operating Expenses
|
$
|
7,143
|
$
|
6,937
|
||||
EBITDA and Adjusted EBITDA reconciliation:
|
Six months ended
June 30,
|
||||||||
|
(In thousands of US Dollars)
|
2026
|
2025
|
||||||
|
Net income / (loss)
|
$
|
35,894
|
$
|
(3,967
|
)
|
|||
|
Interest and finance cost, net
|
8,141
|
10,566
|
||||||
|
Depreciation and amortization
|
18,797
|
17,377
|
||||||
|
EBITDA(1)
|
$
|
62,832
|
$
|
23,976
|
||||
|
Stock based compensation
|
4,518
|
2,677
|
||||||
|
Loss on extinguishment of debt
|
2,172
|
28
|
||||||
|
Loss on forward freight agreements, net
|
10
|
19
|
||||||
|
Loss / (gain) on FX derivatives
|
114
|
(423
|
)
|
|||||
|
Adjusted EBITDA (1)
|
$
|
69,646
|
$
|
26,277
|
||||
| (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, loss on
extinguishment of debt, and loss / (gain) on FX derivatives, 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 from period to period. 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 sources 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 uses of funds have primarily been capital expenditures to establish and grow our fleet, maintain the quality of our dry bulk vessels, comply with international shipping standards and environmental
laws and regulations, fund working capital requirements, dividend payments 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 June 30, 2026, we had cash and cash equivalents of $59.5 million, as compared to $62.7 million as of December 31, 2025.
9
Working capital is equal to current assets minus current liabilities,
including the current portion of long-term debt. As of June 30, 2026, we had a working capital deficit of $8.6 million (which included an amount of $2.6 million relating to pre-collected revenue) as compared to a deficit of $13.2 million as of December
31, 2025. As of June 30, 2026, the deficit is primarily due to planned loan repayments for the next 12 months, amounting to $48.0 million. Our 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 from operations and through new financing agreements entered into or commitments of financing that have been obtained, including the issuance of Euro 100 million of unsecured bonds, 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 June 30, 2026, the Company was in compliance with all covenants relating to its loan facilities as at that date.
As of June 30, 2026, we had outstanding borrowings of $298.5 million (including long-term debt and other financial liabilities). 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, estimated dry docking expenditures and payments pursuant to shipbuilding contracts in connection with our newbuilding program. Additional information on our
annual scheduled obligations under our long-term debt and other financial liabilities and under our newbuilding program are described in “Loan Arrangements” below and in Note 9 (“Long-Term Debt and Other Financial Liabilities”) and Note 11
(“Commitments and Contingencies”) of our interim consolidated financial statements included below. Generally, we expect that, in addition to the cash generated from our operations and our recent Euro 100 million bond offering (see Note 17, “Subsequent
Events”, of our interim consolidated financial statements included below), our long-term funding sources will include bank borrowings, lease financing and the issuance of debt and equity securities.
Cash Flows
|
Six months ended
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Cash Flow Data:
|
||||||||
|
Net cash provided by operating activities
|
$
|
44,656
|
$
|
16,239
|
||||
|
Net cash used in investing activities
|
$
|
(58,875
|
)
|
$
|
(43,663
|
)
|
||
|
Net cash provided by financing activities
|
$
|
11,040
|
|
$
|
17,902
|
|||
Six months ended June 30, 2026 as compared to six months ended June 30, 2025
Operating Activities: Net cash
provided by operating activities amounted to $44.7 million for the six-month period ended June 30, 2026, compared to net cash provided by operating activities of $16.2 million for the six-month period ended June 30, 2025. The major driver of the change
of net cash provided by operating activities was the increase in charter rates that prevailed in the market between the comparable periods.
Investing Activities: The 2026
cash outflow is mainly related to $70.0 million payments for the vessels under construction, lease prepayment for vessel under construction of $3.9 million and $1.9 million for vessels’ improvements. The 2026 outflow is offset by the $13.8 million
proceeds from sale of M/V Squireship and $3.1 million repayments from United. The 2025 cash outflow is mainly related to a $35.3 million payment for the acquisition of the M/V Meiship and $8.2 million total in advance payments for the entering into the
bareboat charter agreement for the M/V Blueship.
Financing Activities: The 2026
cash inflow resulted from proceeds of $72.5 million from the new sale and leaseback agreements with the three affiliates of Huarong, proceeds of $26.5 million from the new sale and leaseback agreement with an affiliate of BOCL, proceeds of $13.0
million from a facility agreement with Alpha Bank and proceeds of $1.0 million from other non-current liabilities. The 2026 cash outflow resulted from debt and other financial liabilities repayments of $91.7 million, dividend payments of $7.1 million
and $3.1 million of loan finance fees payments in respect with the loan agreements.The 2025 cash inflow resulted from proceeds of $34.5 million from the new sale and leaseback agreements with the two affiliates of Huarong, proceeds of $53.6 million
from a facility agreement with Piraeus Bank and proceeds of $0.2 million from other non-current liabilities. The 2025 cash outflow resulted from debt and other financial liabilities repayments of $60.3 million, dividend payments of $7.4 million, $1.1
finance lease payments and $1.6 million of loan finance fee payments with respect to loan amendments.
10
Description of Indebtedness
Senior Facilities
New Loan Facilities during the six-month period ended June 30, 2026
June 2026 Alpha Bank Loan Facility
On June 17, 2026, the Company entered into a facility agreement with Alpha Bank S.A. (“Alpha Bank”) for a $13.0 million term loan
secured by the M/V Dukeship for the purpose
of (i) refinancing the June 2022 Alpha Bank Loan Facility, which was secured by the M/V Dukeship, and (ii) providing liquidity for working capital purposes. The facility was drawn on June 22, 2026. The term of the facility is one and a half years, and
the repayment schedule comprises of six quarterly installments of $0.6 million and a balloon of $9.6 million, payable together with the final installment. In addition, the Company has the option to pledge cash in the form of time deposits, up to the
aggregate amount of the loan outstanding at that time; for the part of the loan equal to the pledged amount, the margin will be reduced significantly for the term of the pledged time deposit, which as per the agreement shall coincide with an interest
period of the facility.
As of June 30, 2026, $13.0 million was outstanding under the facility.
Pre - Existing Loan Facilities
October 2024 Alpha Bank Loan Facility
On October 21, 2024, the Company entered into a facility agreement with Alpha Bank for a $34.0 million term loan for the purpose of (i)
refinancing the December 2022 Alpha Bank Loan Facility, which was secured by the M/V Paroship, (ii) financing the purchase option for the M/V Titanship and iii) providing liquidity for working capital purposes. The facility was drawn on October 22,
2024. The term of the facility is five years, and the repayment schedule comprises of four quarterly installments of $1.2 million, followed by 16 quarterly installments of $0.9 million and a final balloon of $14.8 million payable together with the
final installment. The Company has the option to pledge cash deposits in the form of time deposit up to the aggregate amount of the loan outstanding at the time; for the part of the loan equal to the pledged amount, the margin will be reduced
significantly for the term of the pledged time deposit, which as per the agreement shall coincide with an interest period of the facility.
As of June 30, 2026, $27.4 million was outstanding under the facility.
February 2025 Piraeus Bank Loan Facility
On February 24, 2025, the Company entered into a facility agreement with Piraeus Bank S.A. (“Piraeus Bank”) for a $53.6 million term loan
for the purpose of (i) refinancing the June 2022 Piraeus Bank Loan Facility, which was secured by the M/V Worldship and M/V Honorship, (ii) partially financing the acquisition cost of the M/V Meiship. The facility was drawn on February 25, 2025. The
interest margin can be decreased by 0.05% per vessel based on the achievement of certain emission thresholds. The term of the facility is five years and the repayment schedule comprises of 20 quarterly installments of $1.5 million and a final balloon
of $24.6 million payable together with the final installment.
As of June 30, 2026, $46.3 million was outstanding under the facility.
December 2025 Danish Ship Finance Loan Facility
On December 12, 2025, the Company entered into a facility agreement with Danish Ship Finance A/S (“DSF”) for a $45.3 million term loan for
the purpose of (i) refinancing the October 2022 Danish Ship Finance Loan Facility, which was secured by the M/Vs Premiership, Fellowship and Championship, (ii) financing the purchase obligation of the M/V Flagship under the Flagship Cargill Sale and
Leaseback and (iii) providing liquidity for general corporate purposes. The facility was drawn on December 12, 2025. The loan facility is divided into five tranches. Tranche A, secured by the M/V Fellowship, and Tranche B, secured by the M/V
Premiership, each have a twenty-two-month term and a repayment schedule comprising eight quarterly installments of $0.5 million and a final balloon of $2.1 million payable together with the final installments. Tranche C, secured by the M/V
Championship, has a twenty-eight-month term and a repayment schedule comprising 10 quarterly installments of $0.6 million and a final balloon of $2.9 million payable together with the final installment. Tranche D, secured by the M/V Flagship, has a
five-year term and a repayment schedule comprising 20 quarterly installments of $0.8 million and a final balloon of $1.8 million payable together with the final installment. Tranche E, secured by the M/Vs Fellowship, Premiership and Championship, has a
three-and-a-half-year term and a repayment schedule comprising 14 quarterly installments of $0.5 million. A sustainability linked margin adjustment mechanism applies to all five tranches, whereby the interest margin can be increased or decreased by
0.05% based on certain emission thresholds.
As of June 30, 2026, $39.5 million was outstanding under the facility.
11
Loan Facilities repaid during the six-month period ended June 30, 2026
June 2022 Alpha Bank Loan Facility
On June 21, 2022, the Company entered into a facility agreement with Alpha Bank for a $21.0 million term loan which was secured by the M/V
Dukeship. The loan facility had a term of five years and was repayable through four quarterly installments of $1.0 million followed by 12 quarterly installments of $0.5 million and a balloon of $11.0 million payable together with the final installment.
On June 22, 2026, the Company fully refinanced the outstanding amount of $11.0 million using the proceeds from the June 2026 Alpha Bank
Loan Facility and all securities created in favor of Alpha Bank were irrevocably and unconditionally released.
All the facilities above are secured by a first priority mortgages over the respective vessel, general assignments covering the respective
vessel’s earnings, charter parties, insurances and requisition compensation, account pledge agreements covering the vessel’s earnings accounts, technical and commercial managers’ undertakings, pledge agreements covering the shares of the applicable
vessel-owning subsidiaries and a corporate guarantee by the Company.
Other Financial Liabilities: Sale and Leaseback Transactions
New Sale and Leaseback Activities during the six-month period ended June 30, 2026
BOCL Partnership Sale and Leaseback
On March 2, 2026, the Company entered into a $26.5 million sale and leaseback agreement with an affiliate of BOC Financial Leasing
Corporation Limited (“BOCL”) to finance the purchase option cost of the M/V Partnership under the Chugoku Bank Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for a six-and-a-half-year period which commenced on
March 9, 2026. The charterhire principal amortizes in 26 quarterly installments of $0.8 million along with a purchase option of $6.3 million at the expiry of the bareboat charter. The Company has continuous options to repurchase the vessel at any time
during the bareboat charter period at predetermined prices, as set forth in the agreement, following the second anniversary of the bareboat charter.
The charterhire principal, as of June 30, 2026, was $26.2 million.
BOCL Newbuilding 1 Sale and Leaseback
On March 9, 2026, the Company entered into a $57.8 million sale and leaseback agreement with an affiliate of BOCL for the purpose of
financing the construction cost of the Newbuilding 1 scrubber fitted Newcastlemax vessel. Upon delivery of the vessel from the shipyard, the Company is expected to sell and charter back the vessel on a bareboat basis for an eight‑year period. Under the
agreement, the lessor will provide pre‑delivery financing for certain installments under the shipbuilding contract, with accrued interest payable in arrears on the relevant drawdown amounts. The charterhire principal will amortize in 32 quarterly
installments of $0.7 million. The Company will have continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement, following the second anniversary of the bareboat
charter. At the end of the bareboat charter period, if the purchase option has not been exercised, the Company will be obligated to pay a Purchase Option Premium (as defined therein) amounting to $10.0 million.
As of June 30, 2026, no amounts had been drawn under the BOCL Newbuilding 1 Sale and Leaseback and no amounts were
outstanding thereunder.
Huarong Lordship Sale and Leaseback
On June 25, 2026, the Company entered into a $21.5 million sale and leaseback agreement for the M/V Lordship with an affiliate of China
Huarong Shipping Financial Leasing Company Ltd. (“Huarong”) to finance the purchase option cost of the M/V Lordship under the Village Seven Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for a six-year period,
with a purchase obligation at the end of the sixth year. The charterhire principal amortizes in 24 quarterly installments of $0.7 million along with a purchase obligation of $5.3 million at the expiry of the bareboat charter. The Company has continuous
options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement, following the first anniversary of the bareboat charter.
As of June 30, 2026, no amounts had been drawn under the Huarong Lordship Sale and Leaseback and no amounts were
outstanding thereunder. The bareboat charter commenced on July 3, 2026, upon delivery of the vessel to the lessor, at which time the Company drew down the full $21.5 million under the facility.
12
Pre-Existing Sale and Leaseback Activities
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 previous sale and leaseback agreement for the M/V Knightship. The Company sold and chartered back the vessel from Evahline on a bareboat basis for a six-year period, which commenced on April 6, 2023. The charterhire principal
amortizes in 72 consecutive monthly installments paid in advance averaging approximately $0.3 million each. 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 charterhire principal, as of June 30, 2026, was $8.7 million.
Village Seven Sale and Leaseback
On April 24, 2023, we entered into a $19.0 million sale and leaseback agreement for the M/V 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, which commenced on April 28, 2023. Following the second anniversary of the bareboat charter, the Company had continuous options to repurchase the vessel
at predetermined prices as set forth in the agreement. At the end of the bareboat period, the Company would have the option to repurchase the vessel at $7.8 million. The charterhire principal was repayable in 53 consecutive monthly installments paid in
advance of approximately $0.2 million.
The charterhire principal, as of June 30, 2026, was $10.8 million. On July 3, 2026, the Company refinanced the outstanding amount using the
proceeds from the Huarong Lordship Sale and Leaseback.
Huarong Friendship Sale and
Leaseback
On March 13, 2025, the Company entered into a $16.5 million sale and leaseback agreement for the M/V Friendship with an affiliate of
Huarong to refinance Tranche B of the August 2021 Alpha Bank Loan Facility, secured by the M/V Friendship. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, which commenced on March 20, 2025, having a purchase
obligation at the end of the fifth year. The charterhire principal amortizes in 20 quarterly installments of $0.4 million along with a purchase obligation of $7.7 million at the expiry of the bareboat charter. The Company has continuous options to
repurchase the vessel at any time during the bareboat charter period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter.
The charterhire principal, as of June 30, 2026, was $14.3 million.
Hinode Sale and Leaseback
On August 29, 2024, the Company entered into a $28.5 million sale and leaseback agreement with Hinode Kaiun Co., Ltd and Sunmarine
Maritime S.A. (collectively, “Hinode”) for the purpose of financing part of the acquisition cost of the M/V Kaizenship. The Company sold and chartered back the vessel from Hinode on a bareboat basis for a six-year period, which commenced on October 1,
2024, having a purchase obligation at the end of the sixth year. The charterhire principal amortizes in 72 consecutive monthly installments paid in advance at $0.3 million each. Following the fourth 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 an obligation to purchase the vessel at the price of $8.3 million.
The charterhire principal, as of June 30, 2026, was $22.2 million.
Kowa Blueship Sale and Leaseback
On August 6, 2025, the Company entered into a $22.5 million sale and leaseback agreement for the
M/V Blueship with Kowa Kaiun Co. Ltd. and T.A.C.K. Shipping S.A. (collectively, “Kowa”) for the purpose of financing the purchase option cost of the M/V Blueship. The agreement became effective on August 25, 2025, upon the delivery of the M/V Blueship
to the lessor. The Company sold and chartered back the vessel on a bareboat basis for a five-year period. The Company has continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth
in the agreement, following the second anniversary of the bareboat charter, while Kowa has a put option at the end of the fifth year. The charterhire principal amortizes in 60 monthly installments paid in advance at $0.3 million, along with the final
purchase and put options of $6.4 million payable at the expiry of the bareboat charter.
The charterhire principal, as of June 30, 2026, was $19.6 million.
13
Huarong Hellasship Sale and
Leaseback
On December 29, 2025, the Company entered into a $24.7 million sale and leaseback agreement for
the M/V Hellasship with an affiliate of Huarong to refinance the AVIC Hellasship Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for an eighty-one-month period which commenced on January 8, 2026. The charterhire
principal amortizes in 27 quarterly installments of $0.7 million along with a purchase obligation of $6.6 million at the expiry of the bareboat charter. The Company has continuous options to repurchase the vessel at any time during the bareboat charter
period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter.
The charterhire principal, as of June 30, 2026, was $24.0 million.
Huarong Iconship Sale and Leaseback
On December 29, 2025, the Company entered into a $25.9 million sale and leaseback agreement for
the M/V Iconship with an affiliate of Huarong to refinance the AVIC Iconship Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for an eighty-one-month period which commenced on January 8, 2026. The charterhire
principal amortizes in 27 quarterly installments of $0.7 million along with a purchase obligation of $8.4 million at the expiry of the bareboat charter. The Company has continuous options to repurchase the vessel at any time during the bareboat charter
period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter.
The charterhire principal, as of June 30, 2026, was $25.3 million.
Huarong Patriotship Sale and
Leaseback
On December 29, 2025, the Company entered into a $21.9 million sale and leaseback agreement for
the M/V Patriotship with an affiliate of Huarong to refinance the AVIC Patriotship Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for an eighty-one-month period which commenced on January 8, 2026. The charterhire
principal amortizes in 27 quarterly installments of $0.7 million along with a purchase obligation of $3.3 million at the expiry of the bareboat charter. The Company has continuous options to repurchase the vessel at any time during the bareboat charter
period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter.
The charterhire principal, as of June 30, 2026, was $21.2 million
Sale and Leaseback Activities repaid during the six-month period ended June 30, 2026
AVIC Hellasship Sale and Leaseback
On June 4, 2024, the Company entered into a $19.5 million sale and leaseback agreement with Hao
Leo Limited, an affiliate of AVIC International Leasing Co., Ltd. (“AVIC”) to partially refinance the CMBFL Sale and Leaseback, which was secured by the M/Vs Hellasship and Patriotship. The Company sold and chartered back the vessel on a bareboat basis
for a five-year period, which commenced on June 28, 2024, having a purchase obligation at the end of the fifth year. The charterhire principal was repayable in four quarterly installments of $0.7 million followed by 16 quarterly installments of $0.4
million along with a purchase obligation of $10.5 million at the expiry of the bareboat charter. The installments were paid in advance. The Company had continuous options to repurchase the vessel at any time during the bareboat charter period and at
predetermined prices as set forth in the agreement.
On January 8, 2026, the Company refinanced the outstanding amount of $15.5 million using the
proceeds from the Huarong Hellasship Sale and Leaseback.
AVIC Iconship Sale and Leaseback
On June 4, 2024, the Company entered into a $21.9 million sale and leaseback agreement with Hao
Cancer Limited, an affiliate of AVIC to partially finance the acquisition of the M/V Iconship. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, which commenced on June 11, 2024, having a purchase obligation at
the end of the fifth year. The charterhire principal was repayable in four quarterly installments of $0.8 million followed by 16 quarterly installments of $0.5 million along with a purchase obligation of $11.5 million at the expiry of the bareboat
charter. The installments were paid in advance. The Company had continuous options to repurchase the vessel at any time during the bareboat charter period and at predetermined prices as set forth in the agreement.
On January 8, 2026, the Company refinanced the outstanding amount of $17.5 million using the
proceeds from the Huarong Iconship Sale and Leaseback.
14
AVIC Patriotship Sale and Leaseback
On June 4, 2024, the Company entered into a $16.9 million sale and leaseback agreement with Hao
Virgo Limited, an affiliate of AVIC to partially refinance the CMBFL Sale and Leaseback, secured by the M/Vs Hellasship and Patriotship. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, which commenced on June
28, 2024, having a purchase obligation at the end of the fifth year. The charterhire principal was repayable in four quarterly installments of $0.6 million followed by 16 quarterly installments of $0.3 million along with a purchase obligation of $9.5
million at the expiry of the bareboat charter. The installments were paid in advance. The Company had continuous options to repurchase the vessel at any time during the bareboat charter period and at predetermined prices as set forth in the agreement.
On January 8, 2026, the Company refinanced the outstanding amount of $13.5 million using the
proceeds from the Huarong Patriotship Sale and Leaseback.
Chugoku Bank Sale and Leaseback
On February 25, 2022, the Company entered into a $21.3 million sale and leaseback transaction
with Chugoku Bank, Ltd. to refinance the prior indebtedness secured by the M/V Partnership. The drawdown of the funds under the sale and leaseback agreement occurred on March 9, 2022. The principal was repayable over an eight-year term, through 32
quarterly installments averaging approximately $0.6 million, followed by a purchase option of $2.4 million at the expiration of the bareboat charter. Following the second anniversary of the bareboat charter, the Company had continuous options to
repurchase the vessel at predetermined prices as set forth in the agreement.
On March 9, 2026, the Company refinanced the outstanding amount of $12.0 million using the proceeds from the BOCL Partnership Sale and
Leaseback.
Huarong Squireship Sale and
Leaseback
On March 13, 2025, the Company entered into a $18.0 million sale and leaseback agreement for the
M/V Squireship with an affiliate of Huarong to refinance Tranche A of the August 2021 Alpha Bank Loan Facility, which was secured by the M/V Squireship. The Company sold and chartered back the vessel on a bareboat basis for a five-year period, which
commenced on March 20, 2025, having a purchase obligation at the end of the fifth year. The charterhire principal was repayable in 20 quarterly installments of $0.5 million along with a purchase obligation of $8.5 million at the expiry of the bareboat
charter. The Company had continuous options to repurchase the vessel at any time of the bareboat charter period at predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter.
On May 29, 2026, the Company sold the M/V Squireship to United. In connection with the sale, the
Company entered into a novation agreement with the lessor pursuant to which, upon completion of the transaction, a subsidiary of United assumed the existing sale and leaseback agreement, including all related rights and obligations. Accordingly, all
rights and obligations of the Company under the agreement were transferred, with United’s subsidiary and United becoming the new lessee and the new guarantor under the arrangement, respectively.
New Sale and Leaseback Activities after the six-month period ended June 30, 2026
Huarong Newbuilding 5 Sale and
Leaseback
On July 28, 2026, the Company entered into a $56.3 million sale and leaseback agreement with an affiliate of Huarong for the purpose of
financing the construction cost of the Newbuilding 5 scrubber fitted Capesize vessel. Upon delivery of the vessel from the shipyard, the Company is expected to sell and charter back the vessel on a bareboat basis for a five‑year period. Under the
agreement, the lessor will provide pre‑delivery financing for certain installments under the shipbuilding contract, with accrued interest payable in arrears on the relevant drawdown amounts. The charterhire principal will amortize in 20 quarterly
installments of $0.6 million along with a purchase obligation of $43.5 million at the expiry of the bareboat charter. The Company will have continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined
prices, as set forth in the agreement, following the first anniversary of the bareboat charter. As of the date of this report, the Company has drawn $7.5 million under the facility.
15
Certain of the sale and leaseback agreements above are secured by general assignments covering the respective vessel’s earnings, charter
parties, insurances and requisition compensation, account pledge agreements covering the vessel’s earnings accounts, technical and commercial managers’ undertakings, pledge agreements covering the shares of the applicable vessel-owning subsidiaries
and a corporate guarantee by the Company.
All of our loan facilities and sale and leaseback agreements bear interest at SOFR plus a margin. The
weighted average margin as of June 30, 2026 was 2.17%.
Certain of our loan facilities and sale and leaseback agreements contain financial covenants
requiring us to maintain specified financial ratios, including a minimum security coverage ratio (based on vessel values and pledged cash deposits relative to outstanding indebtedness), a maximum ratio of net debt to market value-adjusted total assets,
and a minimum liquidity requirement. As of June 30, 2026, we were in compliance with the applicable financial and other covenants contained in our debt and sale and leaseback agreements.
Euro 100 Million Unsecured Bond
On July 10, 2026 we issued Euro 100 million principal
amount of unsecured bonds to investors in Greece (ATHEX: SHIPB1). The bonds commenced trading on the Fixed Income Securities Segment of Euronext Athens Holding S.A. on July 13, 2026. The bonds were issued at par, mature in July 2031, and bear interest
at 4.90% per annum, payable semi-annually, with no principal payments before maturity.
Dividend Policy
In August 2024, our Board of Directors (“Board”) adopted an updated dividend policy, pursuant to which we intend to distribute
approximately 50% of our operating cash flow (the amount presented in our Cash Flow Statement for the period in question, incorporating all operating expenses, variations in working capital, interest expenses and amounts paid for drydocking),
| • |
Less: Debt repayments (this amount captures loan facilities, finance lease liabilities and other financial liabilities),
|
| • |
Less: Discretionary quarterly reserve (this amount will be assessed by the Board on a quarterly basis taking into consideration, among other things, (a) the share
buybacks completed during the quarter, (b) anticipated capital expenditures such as vessel acquisitions and (c) a targeted liquidity buffer for all business purposes).
|
Any future dividends declared will be at the discretion and remain subject to approval of the Board each quarter, after its review of our
financial condition and other factors, including but not limited to our earnings, prevailing charter market conditions, capital requirements, investment opportunities, limitations under our debt agreements and applicable provisions of Marshall Islands
law. Seanergy’s dividend policy and declaration and payment of dividends may be changed at any time and are subject to legally available funds and the Board’s determination that each declaration and payment is at the time in the best interests of
Seanergy and its shareholders after review of the Company’s financial performance. In addition, since we are a holding company with no material assets other than the shares of our subsidiaries and affiliates through which we conduct our operations, our
ability to pay dividends will depend on our subsidiaries and affiliates distributing to us their earnings and cash flow. Some of our financing agreements limit our ability to pay dividends and our subsidiaries’ ability to make distributions to us.
There can be no assurance that our Board will declare or pay any dividend in the future.
16
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
||
|
F-2
|
||
|
F-3
|
||
|
F-4
|
||
|
F-5
|
||
|
F-6
|
F-1
Seanergy Maritime Holdings Corp.
As of June 30, 2026 and December 31, 2025
(In thousands of US Dollars, except for share and per share data)
|
June 30,
2026 |
December 31,
2025
|
|||||||||||
|
ASSETS
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash and cash equivalents
|
4
|
|
|
|||||||||
|
Restricted cash
|
4
|
|
|
|||||||||
|
Accounts receivable trade, net
|
13
|
|
|
|||||||||
|
Inventories
|
5
|
|
|
|||||||||
|
Prepaid expenses
|
||||||||||||
| Due from | 3 |
|||||||||||
|
Other current assets
|
|
|
||||||||||
|
Foreign exchange forward contract
|
||||||||||||
|
Net investment in sales type lease, current
|
8 | |||||||||||
|
Intangible assets
|
||||||||||||
|
Total current assets
|
|
|
||||||||||
|
Fixed assets:
|
||||||||||||
|
Vessels, net
|
6
|
|
|
|||||||||
|
Vessels under construction
|
7 |
|||||||||||
|
Other fixed assets, net
|
|
|
||||||||||
|
Total fixed assets
|
|
|
||||||||||
|
Other non-current assets:
|
||||||||||||
|
Deferred charges and other investments, non-current
|
|
|
||||||||||
| Restricted cash, non-current |
4, 9 |
|||||||||||
|
Net investment in sales type lease, non-current
|
8 |
|||||||||||
|
Advances in finance lease contracts
|
7 | |||||||||||
|
Intangible assets, non-current
|
||||||||||||
|
Operating lease, right of use asset
|
11
|
|
|
|||||||||
|
Investment in equity securities
|
||||||||||||
|
Other non-current assets
|
|
|
||||||||||
|
TOTAL ASSETS
|
|
|
||||||||||
|
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 $
|
9
|
|
|
|||||||||
|
Trade accounts and other payables
|
|
|
||||||||||
|
Accrued liabilities
|
|
|
||||||||||
|
Operating lease liability, current
|
11 |
|
|
|||||||||
|
Deferred revenue
|
13
|
|
|
|||||||||
|
Financial instruments
|
||||||||||||
|
Other current liabilities
|
12, 17 |
|||||||||||
|
Total current liabilities
|
|
|
||||||||||
|
Non-current liabilities:
|
||||||||||||
|
Long-term debt and other financial liabilities, net of current portion and deferred finance costs and debt discounts of $
|
9 |
|
|
|||||||||
|
Operating lease liability, non-current
|
11 |
|
|
|||||||||
|
Other liabilities, non-current
|
||||||||||||
|
Total liabilities
|
|
|
||||||||||
|
Commitments and contingencies
|
11 |
|||||||||||
|
STOCKHOLDERS EQUITY
|
||||||||||||
|
Preferred stock, $
|
|
|
||||||||||
|
Common stock, $
|
|
|
||||||||||
|
Additional paid-in capital
|
12 |
|
|
|||||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||||||
|
Total Stockholders’ equity
|
|
|
||||||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
Seanergy Maritime Holdings Corp.
For the six-month periods ended June 30, 2026 and 2025
(In thousands of US Dollars, except for share and per share data)
|
2026
|
2025
|
|||||||||||
|
Vessel revenue, net
|
13 |
|
|
|||||||||
| Fees from | 3 | |||||||||||
| Revenue, net |
||||||||||||
|
Expenses:
|
||||||||||||
|
Voyage expenses
|
(
|
)
|
(
|
)
|
||||||||
|
Vessel operating expenses
|
(
|
)
|
(
|
)
|
||||||||
|
Management fees
|
(
|
)
|
(
|
)
|
||||||||
|
General and administration expenses
|
16 |
(
|
)
|
(
|
)
|
|||||||
|
Amortization of deferred dry-docking costs
|
(
|
)
|
(
|
)
|
||||||||
|
Depreciation and amortization
|
6 |
(
|
)
|
(
|
)
|
|||||||
| Gain on sale of vessel, net - related party |
6 | |||||||||||
| Gain on sales type lease - related party |
8 |
|||||||||||
| Loss on forward freight agreements, net |
( |
) | ( |
) | ||||||||
|
Operating income
|
|
|
||||||||||
|
Other income / (expenses), net:
|
||||||||||||
|
Interest and finance costs
|
14 |
(
|
)
|
(
|
)
|
|||||||
|
Loss on extinguishment of debt
|
9 |
( |
) |
(
|
)
|
|||||||
|
Interest and other income
|
|
|
||||||||||
|
Interest and other income - related party
|
3,8 |
|||||||||||
|
Unrealized (gain) / losses from foreign exchange derivatives
|
( |
) | ||||||||||
| Foreign currency exchange gain / (loss), net |
|
(
|
)
|
|||||||||
|
Total other expenses, net
|
(
|
)
|
(
|
)
|
||||||||
| Net income / (loss) |
( |
) | ||||||||||
|
Earnings / (loss) per common share, basic and diluted
|
15
|
( |
) | |||||||||
|
Weighted average number of common shares outstanding, basic and diluted
|
15 |
|
|
|||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
Seanergy Maritime Holdings Corp.
For the six-month periods ended June 30, 2026 and 2025
(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, 2024
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||
|
Issuance of common stock (including the exercise of warrants) (Note 12)
|
- | ( |
) | ( |
) | |||||||||||||||||||||||
|
Stock based compensation (Note 16)
|
- |
|
|
|
|
|
||||||||||||||||||||||
|
Dividends ($
|
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
|
Net loss
|
- | - |
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
|
Balance, June 30, 2025
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||
| 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, 2025
|
( |
) | ||||||||||||||||||||||||||
|
Issuance of common stock (including the exercise of warrants) (Note 12)
|
- | ( |
) | ( |
) | |||||||||||||||||||||||
|
Stock based compensation (Note 16)
|
- | |||||||||||||||||||||||||||
|
Dividends ($
|
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
|
Net income
|
- | - | ||||||||||||||||||||||||||
|
Balance, June 30, 2026
|
( |
) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
Seanergy Maritime Holdings Corp.
For the six-month periods ended June 30, 2026 and 2025
(In thousands of US Dollars)
|
2026
|
2025
|
|||||||
|
Net cash provided by operating activities
|
|
|
||||||
|
Cash flows from investing activities:
|
||||||||
| Proceeds from sale of vessel |
||||||||
|
Vessels acquisitions and improvements
|
(
|
)
|
(
|
)
|
||||
| Vessels under construction |
( |
) | ||||||
| Finance lease prepayments and other initial direct costs |
( |
) | ( |
) | ||||
| Loan to related party |
( |
) | ||||||
| Repayment of loan by related party |
||||||||
| Due from related parties | ( |
) | ||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from long term debt and other financial liabilities
|
|
|
||||||
|
Repayments of long term debt and other financial liabilities
|
(
|
)
|
(
|
)
|
||||
| Payments of finance lease liabilities |
( |
) | ||||||
| Proceeds from other non current liabilities |
||||||||
| Dividends paid |
( |
) | ( |
) | ||||
|
Payments of financing and stock issuance costs
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net decrease in cash and cash equivalents and restricted cash
|
(
|
)
|
(
|
)
|
||||
|
Cash and cash equivalents and restricted cash at beginning of period
|
|
|
||||||
|
Cash and cash equivalents and restricted cash at end of period
|
|
|
||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest paid, net of capitalized interest
|
|
|
||||||
| Noncash investing activities: | ||||||||
| Vessel improvements |
||||||||
| Vessels under construction |
||||||||
| Right-of use assets and initial direct costs |
||||||||
| Other financial liabilities assumed by buyer upon sale of vessel | ||||||||
|
Noncash financing activities:
|
||||||||
| Dividends declared but not paid | ||||||||
| Financing and stock issuance costs |
( |
) | ||||||
| Other financial liabilities assumed by buyer upon sale of vessel | ( |
) | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
Seanergy Maritime Holdings Corp.
(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 condensed consolidated
financial statements include the accounts of Seanergy Maritime Holdings Corp. and its subsidiaries (collectively, the “Company” or “Seanergy”).
The accompanying unaudited interim condensed 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 condensed 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, 2025 included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 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 six months ended June 30, 2026 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2026.
The consolidated balance sheet as of December 31, 2025
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 June 30, 2026, the Company had a working capital deficit of $8,565 ,
which includes an amount of $2,570 relating to pre-collected revenue and is included in deferred revenue in the accompanying
unaudited interim condensed consolidated balance sheets. This amount represents current liabilities that do not require future cash settlement. The working capital deficit is mainly attributable to the repayments due under the long-term debt
and the other financial liabilities. For the six-month period ended June 30, 2026, the Company realized a net income of $35,894 and
generated cash flow from operations of $44,656 . The Company believes it has the ability to continue as a going concern over the
next twelve months following the date of the issuance of these financial statements and finance its obligations as they come due via cash from operations and through new financing agreements entered into or commitments of financing that have
been obtained, including the issuance of Euro 100 million of unsecured bonds (Note 17).
Consequently, the unaudited interim condensed 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.
F-6
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim
Condensed 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 condensed consolidated financial statements as of June 30, 2026:
|
Company
|
Country of
Incorporation
|
Vessel name |
Date of Delivery
|
Date of
Sale/Disposal
|
||||
| Seanergy Management Corp. (1)(2) | N/A | N/A | N/A | |||||
| Seanergy Shipmanagement Corp. (1)(2) | N/A | N/A | N/A | |||||
| Emperor Holding Ltd. (1) | N/A |
N/A |
N/A | |||||
| Sea Genius Shipping Co. (1)(3) |
||||||||
| Premier Marine Co. (1) | N/A |
|||||||
| Squire Ocean Navigation Co. (1)(3) | ||||||||
| Lord Ocean Navigation Co. (1)(4) | ||||||||
| Champion Marine Co. (1) | N/A |
|||||||
| Fellow Shipping Co. (1) | N/A | |||||||
| Friend Ocean Navigation Co. (1)(4) | ||||||||
| World Shipping Co. (1) | N/A | |||||||
|
Duke Shipping Co. (1)
|
|
|
|
N/A |
||||
| Partner Marine Co. (1)(4) |
||||||||
|
Honor Shipping Co. (1)
|
|
|
|
N/A |
||||
|
Paros Ocean
Navigation Co. (1)
|
|
|
|
N/A
|
||||
|
Knight Ocean
Navigation Co. (1)(4)
|
|
|
|
|||||
|
Flag Marine Co.
(1)
|
|
|
|
N/A |
||||
|
Hellas
Ocean Navigation Co. (1)(4)
|
|
|
||||||
|
Patriot
Shipping Co. (1)(4)
|
|
|
|
|||||
|
Traders Shipping Co. (1)(3)
|
|
|
|
|||||
| Partner Shipping Co. Limited (1)(3) | ||||||||
| Titan Ocean Navigation Co.
(1) |
N/A | |||||||
| Icon Ocean Navigation Co. (1)(4) |
||||||||
| Kaizen Shipping Co. (1)(4) |
||||||||
| Blue Shipping Co. (1)(4) |
||||||||
| Mei Shipping Co. (1) |
N/A | |||||||
| Atsea Ventures Corp. (1)(3) | N/A | N/A | N/A | |||||
| Prime
Ocean Navigation Co. (1) |
N/A |
N/A |
N/A |
|||||
| King Marine Co. (1) |
N/A |
N/A |
N/A |
|||||
| Mega
Marine Co. (1) |
N/A |
N/A |
N/A |
|||||
| Niki Marine Co. (1) |
N/A |
N/A |
N/A |
|
(1)
|
Subsidiaries wholly owned
|
|
(2)
|
Management
companies
|
|
(3)
|
Dormant
companies
|
|
(4)
|
Bareboat
charterers
|
F-7
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim
Condensed 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, 2025, filed with the SEC on March 31, 2026. There have been no material
changes to these policies in the six-month period ended June 30, 2026, except as discussed below:
| (a) |
Sales type leases - Leases for Lessors
|
If for a vessel lease, where the Company is regarded as the lessor and the lease is classified as a sales type
lease, the carrying amount of the vessel is derecognized and a net investment in the lease is recorded. For a sales type lease, the net investment in the lease is measured at lease commencement date as the sum of the lease receivable
and the estimated residual value of the vessel, which is measured at the present value, discounted using the rate implicit in the lease. Any selling profit or loss arising from a sales type lease is recorded at lease commencement.
Over the term of the lease, the Company recognizes interest income on the net investment in the lease.
The Company pursuant to the provisions of “ASC 326 Financial Instruments — Credit Losses” assesses at each reporting period the
counterparties’ credit worthiness in order to conclude whether an allowance for credit losses is required to be recognized. For sales type leases, any such allowance reduces the recorded net investment and is recognized as a loss
charged to finance income in the period in which the estimate is changed. For the six-months period June 30, 2026, no
impairment recognition was deemed necessary.
| (b) |
Finance costs
|
Financing costs directly attributable to the construction of an asset that necessarily takes a substantial period of time to get an asset ready for its
intended use or sale are capitalized as part of the cost of the asset (capitalized interest).
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the
financial statements with the objective to address longstanding requests from investors to provide more detailed information about expenses presented on the face of the income statement. ASU 2024-03 is effective for fiscal
years beginning after December 15, 2026, and interim periods within the fiscal years beginning after December 15, 2027 with early adoption permitted. The amendments are to be applied either prospectively to financial
statements issued for the reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.
Τhere are no
other recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s unaudited interim condensed financial statements for the six-month period ended June 30, 2026.
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, 2025, included in the Company’s 2025 Annual Report on Form 20-F filed with the SEC on March 31, 2026, and are supplemented by the below new activities within the
period.
Rights
of First Offer:
On May 29, 2026, following United Maritime Corporation’s (“United”) exercising its right of first offer, the Company entered into a charter acquisition agreement with United to sell and transfer all the bareboat charter
rights and (purchase and other) obligations under the Huarong Squireship Sale and Leaseback agreement for the Squireship to United for an aggregate sale price of $29,500 . The effective date of delivery of the vessel was June 8, 2026 (Note 6). A special committee of disinterested members of the
Company’s Board of Directors negotiated the terms and approved the agreement. Seanergy Shipmanagement continues to provide technical management services for the vessel with effect as of the commencement of the charter period
earning a fixed management fee of $14 per month.
F-8
Seanergy Maritime Holdings Corp.
Notes To The
Unaudited Interim Condensed 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 February 6, 2026, following United exercising its right of first offer, the Company entered into an agreement with United for the sale of the Dukeship through
an 18 -month bareboat charter (Note 8). A special committee of disinterested members of the Company’s Board of
Directors negotiated the terms and approved the agreement. Seanergy Shipmanagement continues to provide technical management services for the vessel with effect as of the commencement of the charter period earning a fixed
management fee of $14 per month.
Management
Agreements:
During
the six-month period ended June 30, 2026 and 2025, fees charged from Seanergy to United in relation to services provided under various management agreements entered into with respect to United’s fleet amounted to $1,049 and $1,345 ,
respectively, and are presented in “Fees from related parties” in the accompanying unaudited interim condensed statements of operations.
As of
June 30, 2026 and December 31, 2025, balances due from United amounted to $6,634 and $9,100 , respectively, and are included in “Due from related parties” in the accompanying unaudited interim condensed consolidated balance
sheets, relating to United management fees and working capital advances.
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 interim condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited interim condensed consolidated statements of
cash flows:
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Cash and cash equivalents
|
|
|
||||||
|
Restricted cash
|
|
|
||||||
| Restricted cash, non-current | ||||||||
|
Total
|
|
|
||||||
Restricted cash as of June 30, 2026 includes a $5,000 term deposit as pledged, at the Company’s option, capital for a one-month period as per the October 2024 Alpha Bank Loan Facility (Note 9) and $109 of
restricted deposits pledged as collateral for credit cards balances with one of the Company’s financial institutions.
Restricted cash, non-current as of June 30, 2026 includes $3,000 of minimum liquidity requirements as per the February 2025
Piraeus Bank Loan Facility (Note 9), $2,800 of minimum liquidity requirements as per the December 2025 Danish Ship Finance
Loan Facility (Note 9) and $500 of minimum liquidity requirements as per the June 2026 Alpha Bank Loan Facility (Note 9).
Minimum liquidity, not legally restricted, as of June 30, 2026, of $9,500 as per the Company’s credit facilities’
covenants, is included in “Cash and cash equivalents” in the unaudited interim condensed consolidated balance sheet.
Restricted cash as of December 31, 2025 includes a $8,000
term deposit as pledged, at the Company’s option, capital for a one-month period as per the October 2024 Alpha Bank Loan
Facility (Note 9) and $109 of restricted deposits pledged as collateral for credit cards balances with one of the Company’s financial institutions. Restricted cash, non-current as of December 31, 2025 includes $3,000 of minimum liquidity requirements as per the February 2025 Piraeus Bank Loan Facility (Note
9), $2,800 of minimum liquidity requirements as per the December 2025 Danish Ship
Finance Loan Facility (Note 9) and $500 of minimum liquidity requirements as per the June 2022 Alpha Bank Loan Facility
(Note 9). Minimum liquidity, not legally restricted, as of December 31, 2025, of $10,000 as per the Company’s credit
facilities’ covenants, is included in “Cash and cash equivalents” in the unaudited interim condensed consolidated balance sheet.
F-9
Seanergy Maritime Holdings Corp.
Notes To The Unaudited
Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless
otherwise stated)
5. Inventories:
As of June 30, 2026 and December 31, 2025,
inventories amounted to $1,836 and $1,634 , respectively, in the accompanying unaudited interim condensed consolidated balance sheets related to lubricants.
6.
Vessels, Net:
The amounts in the accompanying unaudited interim condensed
consolidated balance sheet are analyzed as follows:
|
June 30,
2026
|
||||
|
Cost:
|
||||
|
Beginning balance
|
|
|||
|
- Additions
|
|
|||
|
- Disposals
|
( |
) | ||
|
- Disposal as sales type lease
|
( |
) | ||
|
Ending balance
|
|
|||
|
Accumulated depreciation:
|
||||
|
Beginning balance
|
(
|
)
|
||
|
- Depreciation for the period
|
(
|
)
|
||
|
- Disposals
|
||||
|
- Disposal as sales type lease
|
||||
|
Ending balance
|
(
|
)
|
||
|
Net book value
|
|
|||
Details of the Company’s vessels, net are discussed in Note 6 of the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025
Annual Report on Form 20-F filed with the SEC on March 31, 2026.
Gain on sale of vessel, net - related party
On May 29,
2026, the Company entered into a charter acquisition agreement with United to sell and transfer to United all the bareboat charter rights and (purchase and other) obligations under the bareboat agreement (Note 9) for the Squireship for an aggregate sale price of $29,500 . The vessel was delivered to United on
June 8, 2026. A gain on sale of vessel, net of sale expenses, amounting to $4,559 was recognized and is presented as “Gain on
sale of vessel, net - related party” in the unaudited interim consolidated statement of operations.
Transfer to sales type lease
Following the 18 -month bareboat charter for the Dukeship (Note 8) and the classification of the transaction as sales type lease, the Company derecognized the carrying amount of the vessel of $26,432 .
F-10
Seanergy Maritime Holdings Corp.
Notes To The Unaudited
Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise
stated)
During the six months ended June 30, 2026, an amount of $1,379
of improvements 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 for as major improvement and was capitalized, and will be depreciated over the remaining useful life of the vessel. Amounts paid within the year for the additions are included in “Vessels acquisitions and
improvements” under “Cash flows from investing activities” in the unaudited interim condensed consolidated statement of cash flows.
As of June 30, 2026, all vessels, except for the vessels financed through other financial liabilities for which ownership is held by the
lessors (i.e., sale and leaseback agreements) are mortgaged to secure loans of the Company (Note 9).
7. Vessels under construction
Details of the Company’s vessels under construction are discussed in Note 6 (“Advances for vessels under construction”) of the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 20-F filed with the SEC on March 31, 2026, and are supplemented by the below new activities within the period.
On June 1, 2026, the Company entered into an agreement with an unaffiliated third party for the acquisition of a Japanese newbuilding181,000
dwt scrubber-fitted Capesize vessel (“Newbuilding 7”), to be built by Imabari Shipbuilding Co., Ltd. The contract price is $80,000 , with delivery expected between the first and the second quarter of 2029. The purchase price is payable in five installments linked to the vessel’s construction milestones, with 40 % of
the purchase price payable during the first thirty (30 ) months following the execution of the agreement and the remaining 60 % payable upon delivery of the vessel. As of June 30, 2026, an amount equal to 5 % of the purchase price had been paid.
On April 9, 2026, the Company entered into an agreement with Hengli Shipbuilding (Dalian) Co., Ltd. and Hengli Shipbuilding (Singapore) Pte. Ltd. for the construction of a181,500 dwt scrubber-fitted Capesize vessel (“Newbuilding 6”). The contract price is $77,857 , with delivery expected in the fourth quarter of 2027. The contract price is payable in five
installments, linked to the vessel’s construction milestones, with 45 % of the contract price payable during the first fifteen (15 ) months following the execution of the agreement and the remaining 55 % payable upon delivery of the vessel. As of June 30, 2026, no amounts had
been paid under the agreement.
Details of the Company’s vessels under construction are discussed in Note 6 (“Advances for vessels under construction”) of the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 20-F filed with the SEC on March 31, 2026, and are supplemented by the below new activities within the period.
On June 1, 2026, the Company entered into an agreement with an unaffiliated third party for the acquisition of a Japanese newbuilding
On April 9, 2026, the Company entered into an agreement with Hengli Shipbuilding (Dalian) Co., Ltd. and Hengli Shipbuilding (Singapore) Pte. Ltd. for the construction of a
Οn February
26, 2026, the Company entered into an agreement with an unaffiliated third party for the acquisition of a Japanese newbuilding 181,500
dwt scrubber-fitted Capesize vessel (“Newbuilding 2”), to be built by Imabari Shipbuilding Co., Ltd. The contract price is $80,100 , with delivery expected between the second and the third quarter of 2027. The purchase price is payable in two installments. An amount equal to 20 % of the purchase price was payable
upon execution of the agreement and the remaining 80 % is payable upon delivery of the vessel. As of June 30, 2026, an amount equal to 20 % of the contract price had been paid.
On February 25, 2026, the Company entered into aten-year bareboat charter agreement with an unaffiliated third party for a Japanese
newbuilding 181,500 dwt scrubber-fitted Capesize vessel (“Newbuilding 3”), to be built in
Imabari Shipbuilding Co., Ltd. The Company advanced a down payment of $3,875 upon signing of the agreement and will pay an additional
down payment of $7,750 one year
after the signing of the bareboat charter agreement, as well as $3,875 upon delivery of the vessel to the Company, which is expected in
the first quarter of 2029. Following the delivery of the vessel, the Company will pay a monthly charter rate of $295 over the period of
the bareboat charter. Following the fifth anniversary of the bareboat charter, the Company will have continuous options to purchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the agreement. At
the end of the bareboat period, the Company will have an option to purchase the vessel for $26,970 , which the Company expects to
exercise.
On February 25, 2026, the Company entered into a
F-11
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim
Condensed Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Οn January 30, 2026, the Company entered into an agreement with Hengli Shipbuilding (Dalian) Co., Ltd. and Hengli Shipbuilding (Singapore) Pte. Ltd. for the construction of a 181,500 dwt scrubber-fitted Capesize vessel, (“Newbuilding 4”). The contract price is $75,159 , with delivery expected in the third quarter of 2027. The contract price is payable in five
installments, linked to the vessel’s construction milestones, with 45 % of the contract price payable during the first fifteen (15 ) months following the execution of the agreement and the remaining 55 % payable upon delivery of the vessel. The acquisition of the vessel will be financed with cash on hand and through a sale and leaseback agreement with an affiliate of China Huarong
Shipping Financial Leasing Company Limited (“Huarong”). As of June 30, 2026, an amount equal to 25 % of the contract price had been paid.
The following table presents an analysis of vessels under construction:
|
June 30,
2026
|
||||
|
Beginning balance
|
|
|||
|
- Advances for vessel under construction and other initial expenses
|
|
|||
|
- Capitalized interest
|
|
|||
|
Vessels under construction
|
|
|||
8.
Net investment in sales type lease :
On February 6, 2026, following United exercising its right of first offer, the Company entered into an 18 -month bareboat charter agreement with United for the Dukeship. The charter period commenced following the delivery of the vessel on
February 12, 2026. United has advanced a downpayment of $5,500 and will pay a daily charter rate of $9.5 , with a purchase obligation of $22,100
at the end of the bareboat charter. The Company had classified the above transaction as sales type lease. At the commencement date the Company recognized a net investment in lease equal to the present value of the lease receivable during the
bareboat charter using an implicit rate of 2.96 %. The Company recognized a net investment in sales type lease of $31,663 .
The annual lease receivables under the Dukeship bareboat charter agreement are as follows:
|
Twelve month periods ending June 30,
|
Amount
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
Total undiscounted cash flows
|
|
|||
|
Less: Discount based on implicit rate
|
(
|
)
|
||
|
Present value of lease receivables
|
|
|||
|
|
||||
|
Net investment in sale type lease, current
|
|
|||
|
Net investment in sale type lease, non-current
|
|
|||
|
Present value of lease receivables
|
|
|||
A gain on sale type lease of $4,101 was recognized and
is presented as “Gain on sales type lease - related party” in the unaudited interim condensed consolidated statement of operations, based on the difference between the carrying amount of the vessel (Note 6), the unamortized balance of drydocking
cost and the net investment in lease.
During
the six months ended June 30, 2026, interest income relating to Net investment in lease amounted to $282 and is presented as
“Interest and other income - related party” in the unaudited interim consolidated statement of operations.
F-12
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim
Condensed 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. |
Long-Term Debt and Other Financial Liabilities:
|
The amounts in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:
|
June 30,
2026
|
December 31,
2025
|
|||||||
|
Long-term debt and other financial liabilities
|
|
|
||||||
|
Less: Deferred financing costs and debt discounts
|
(
|
)
|
(
|
)
|
||||
|
Total
|
|
|
||||||
|
Less - current portion
|
(
|
)
|
(
|
)
|
||||
|
Long-term portion
|
|
|
||||||
Details of the Company’s secured credit and other financial liabilities are discussed in Note 8 of
the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 20-F filed with the SEC on March 31, 2026, and are supplemented by the below new activities within the period.
New Loan Facilities during the six-month period ended June 30, 2026
June 2026 Alpha Bank Loan Facility
On June 17, 2026, the Company entered into a facility agreement with Alpha Bank S.A. (“Alpha
Bank”) for a $13,000 term loan for the purpose of (i) refinancing the June 2022 Alpha Bank Loan Facility, which was secured by
the Dukeship and (ii) providing liquidity for working capital purposes. The facility is secured by the Dukeship and was drawn on June 22, 2026. In
addition, the Company may pledge cash in the form of time deposits, up to an amount equal to the outstanding principal balance of the loan. For the portion of the loan corresponding to the pledged amount, the applicable interest will be
reduced significantly for the term of the related time deposit, which must coincide with an interest period of the facility. The facility has a term of 18 months and is repayable in six quarterly installments of $575
each, together with a final balloon of $9,550 payable together with the final installment. As of June 30, 2026, the amount
outstanding under the June 2026 Alpha Bank Loan was $13,000 .
Loan Facilities repaid during the
six-month period ended June 30, 2026
June 2022 Alpha Bank Loan Facility
June 2022 Alpha Bank Loan Facility
On June 21, 2022, the Company entered into a facility agreement with Alpha Bank S.A. for a $21,000 term loan secured by the Dukeship. The term of the facility was four years . In addition, the Company had the option to pledge cash in the form of time deposits. For the portion of the loan corresponding to
the pledged amount, the applicable margin was reduced significantly for the term of the related time deposit. The repayment schedule was four
quarterly installments of $1,000
followed by twelve quarterly
installments of $500 and a final balloon of $11,000 payable together with the sixteenth installment. On June 22, 2026, the Company fully refinanced the outstanding amount of $11,000 using the proceeds from June 2026 Alpha Bank Loan Facility and all securities created in favor of Alpha Bank were irrevocably and unconditionally released.
F-13
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Other Financial Liabilities – Sale and Leaseback Transactions
New Sale and Leaseback Activities during the six-month period ended June 30, 2026
New Sale and Leaseback Activities during the six-month period ended June 30, 2026
BOCL
Partnership Sale and Leaseback
On March 2, 2026, the Company entered into a $26,500 sale and leaseback agreement with an affiliate of BOC Financial Leasing
Corporation Limited (“BOCL”) to finance the purchase option cost of the Partnership under the Chugoku Bank Sale and Leaseback. The Company sold and chartered back the vessel on a bareboat basis for
a period which commenced on March 9, 2026. The charterhire principal amortizes in twenty-six quarterly
installments of $779 . The Company has continuous options to repurchase the vessel at any time during the bareboat charter period
at predetermined prices, as set forth in the agreement, following the second anniversary of the bareboat charter. Under ASC 842-40, the transaction will be
accounted for as a financial liability, as control remains with the Company and the Partnership continues to be recorded as an asset on the Company’s balance sheet. The charterhire principal, as of June 30, 2026, was $26,180 .
BOCL Newbuilding 1 Sale and Leaseback
On March 9, 2026, the Company entered into a $57,750 sale and leaseback agreement with an affiliate of BOCL for the purpose of
financing the construction cost of the Newbuilding 1. Upon delivery of the vessel from the shipyard, the Company is expected to sell and charter back the vessel on a bareboat basis for an eight-year period. Under the agreement, the lessor will provide pre‑delivery financing for certain installments under the shipbuilding contract,
with accrued interest payable in arrears on the relevant drawdown amounts. Following the delivery of the vessel, the charterhire principal will amortize in thirty-two quarterly installments of $670 . The Company will have continuous options to repurchase the vessel at any time during the bareboat charter period at predetermined prices, as set forth in the
agreement, following the second anniversary of the bareboat charter. At the end of the bareboat charter period, if the purchase option has not been exercised, the Company will be obligated to pay a Purchase Option Premium (as defined
therein) amounting to $10,000 . The Company expects to account for the transaction as a financial liability under ASC
842-40. As of June 30, 2026, no amounts had been drawn under the BOCL Newbuilding 1 Sale and Leaseback and no amounts were outstanding thereunder.
Huarong Lordship Sale and Leaseback
On March 2, 2026, the Company entered into a $
BOCL Newbuilding 1 Sale and Leaseback
On March 9, 2026, the Company entered into a $
Huarong Lordship Sale and Leaseback
On June 25, 2026, the Company entered into a $21,500 sale and leaseback
agreement for the Lordship with an affiliate of Huarong to finance the purchase option cost of the Lordship under the Village Seven Sale and Leaseback. The agreement became effective on July 3, 2026, upon the delivery of the Lordship to the lessor (Note 17). The Company sold and chartered back the vessel on a bareboat basis for a six-year period, having a purchase obligation at the end of the sixth year. The
charterhire principal amortizes in twenty four quarterly
installments of $675 along with a balloon payment of $5,300
at the expiry of the bareboat charter. The Company has continuous options to repurchase the vessel at any time throughout the bareboat charter period at
predetermined prices as set forth in the agreement following the first anniversary of the bareboat charter. Under ASC 842-40, the transaction will be
accounted for as a financial liability, as control will remain with the Company and the Lordship will continue to be recorded as an asset on the
Company’s consolidated balance sheet. As of June 30, 2026, no amounts had been drawn under the Huarong Lordship Sale and Leaseback and no amounts were outstanding thereunder.
F-14
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Sale
and Leaseback Activities terminated during the six-month period ended June 30, 2026
AVIC Hellasship Sale and Leaseback
On January 8, 2026, the outstanding balance of $15,538 under the AVIC Hellasship Sale and
Leaseback was refinanced using proceeds from the Huarong Hellasship Sale and Leaseback and all securities created in favor of the lessor were irrevocably and unconditionally released. On that date, as a result of the refinancing, an
amount of $309 relating to deferred finance costs and other related expenses was recognized as loss on debt extinguishment
according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss on extinguishment of debt” in the unaudited interim condensed consolidated statements of operations.
AVIC Iconship Sale and Leaseback
On January 8, 2026, the outstanding balance of $17,517 under the AVIC Iconship Sale and
Leaseback was refinanced using proceeds from the Huarong Iconship Sale and Leaseback and all securities created in favor of the lessor were irrevocably and unconditionally released. On that date, as a result of the refinancing, an
amount of $347 relating to deferred finance costs and other related expenses was recognized as loss on debt extinguishment
according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss on extinguishment of debt” in the unaudited interim condensed consolidated statements of operations.
AVIC Patriotship Sale and Leaseback
On January 8, 2026, the outstanding balance of $13,541 under the AVIC Patriotship Sale and
Leaseback was refinanced using proceeds from the Huarong Patriotship Sale and Leaseback and all securities created in favor of the lessor were irrevocably and unconditionally released. On that date, as a result of the refinancing, an
amount of $268 relating to deferred finance costs and other related expenses was recognized as loss on debt extinguishment
according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss on extinguishment of debt” in the unaudited interim condensed consolidated statements of operations.
Chugoku Bank Sale and Leaseback
On February 25, 2022, the Company entered into a sale and leaseback transaction with Chugoku Bank, Ltd.(“Chugoku”) to refinance the prior indebtedness secured by the Partnership. The financing amount was $21,300 . The principal was repayable over an eight-year term, through 32 quarterly installments averaging approximately $590 ,
followed by a purchase option of $2,388 at the expiration of the bareboat charter. On March 9, 2026, the Company refinanced
the outstanding amount of $11,976 of the Chugoku Bank Sale and Leaseback using the proceeds from the BOCL Partnership Sale
and Leaseback and all securities created in favor of the lessor were irrevocably and unconditionally released. On that date, as a result of the refinancing, an amount of $129 relating to deferred finance costs and other related expenses was recognized as loss on debt extinguishment according to the debt extinguishment guidance of ASC
470-50 “Debt Modifications and Extinguishments” and was included in “Loss on extinguishment of debt” in the unaudited interim condensed consolidated statements of operations.
On January 8, 2026, the outstanding balance of $
AVIC Iconship Sale and Leaseback
On January 8, 2026, the outstanding balance of $
AVIC Patriotship Sale and Leaseback
On January 8, 2026, the outstanding balance of $
Chugoku Bank Sale and Leaseback
On February 25, 2022, the Company entered into a sale and leaseback transaction with Chugoku Bank, Ltd.(“Chugoku”) to refinance the prior indebtedness secured by the Partnership. The financing amount was $
F-15
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Huarong Squireship Sale and Leaseback
On March 13, 2025, the Company entered into a $18,000 sale and leaseback agreement for the Squireship
with an affiliate of Huarong to refinance prior indebtedness secured by the Squireship. The agreement became effective on March 20, 2025, upon the delivery of the Squireship to the lessor. The Company sold and chartered back the vessel on a bareboat basis for a five-year
period, with a purchase obligation at the end of the fifth year. The charterhire principal was amortized in twenty quarterly installments of $475
followed by a purchase obligation of $8,500 at the expiry of the bareboat charter. On May 29, 2026, the Company sold the Squireship to United. In connection with the sale, the Company entered into a novation agreement with the lessor pursuant to which, upon completion of the transaction, a subsidiary of United assumed
the existing sale and leaseback arrangement, including all related rights and obligations. Accordingly, all obligations of the Company under the agreement were released, with United’s subsidiary becoming the new lessee and United the new
guarantor under the arrangement. On that date, as a result of the release of the obligations, an amount of $388 relating to
deferred finance costs and other related expenses was recognized as loss on debt extinguishment according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss on
extinguishment of debt” in the unaudited interim condensed consolidated statements of operations.
On March 13, 2025, the Company entered into a $
All of the Company’s loan facilities and sale and leaseback agreements bear interest at SOFR plus a margin. The weighted
average margin as of June 30, 2026 was 2.17 %.
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
|
| • |
a leverage ratio.
|
As of June 30, 2026, the Company was in compliance with all covenants relating to its loan facilities as at that date.
As of June 30, 2026, nine of the Company’s
owned vessels, having a net carrying value of $230,975 , were subject to first and second priority mortgages as collaterals to
their long-term debt facilities. In addition, the Company’s nine bareboat chartered vessels, having a net carrying value of $212,241 as of June 30, 2026, have been financed through sale and leaseback agreements. As is typical in leaseback agreements, the title of
ownership is held by the relevant lenders.
The annual principal payments required to be made after
June 30, 2026 for all long-term debt and other financial liabilities, taking into consideration the reclassification of short-term obligations refinanced to long-term for the sale and leaseback agreement with Huarong (Note 17) are as follows:
|
Twelve month periods ending June 30,
|
Amount
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
2030
|
|
|||
|
Thereafter
|
|
|||
|
Total
|
|
|||
F-16
Seanergy Maritime Holdings Corp.
Notes To The Unaudited Interim Condensed 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. |
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 principal financial assets of the Company consist of Cash and cash equivalents, restricted cash, accounts receivable trade, foreign exchange
forward contract and other current assets. The principal financial liabilities of the Company consist of trade accounts and other payables long-term debt and other financial liabilities.
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 subject to fair value measurement 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.
|
|
11.
|
Commitments and
Contingencies:
|
Contingencies
Legal proceedings are a common aspect of the shipping industry and may arise from regulatory matters, contract disputes, or other operational issues.
These may include claims related to charter agreements, insurance matters, or regulatory compliance. In March 2024, a shareholder filed a lawsuit in the High Court of the Republic of the Marshall Islands challenging the issuance of
the Series B Preferred Shares in December 2021. The High Court dismissed the lawsuit in October 2024, and on February 20, 2026, the Supreme Court of the Marshall Islands affirmed the dismissal. The litigation has been concluded.
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.
F-17
Seanergy Maritime Holdings Corp.
Notes To The Unaudited
Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in
thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
Commitments
Voyage revenue
The Company operates most 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 30 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 June 30, 2026. 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 June 30,
|
Amount
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
Total
|
|
|||
Commitments
under shipbuilding contracts
The following table sets forth the Company’s
contractual annual payments to be made subsequent to June 30, 2026 based on vessels under construction commitments (Note 7):
|
Twelve month periods ending June 30,
|
Amount
|
|||
|
2027
|
|
|||
| 2028 | ||||
|
2029
|
|
|||
|
Total
|
|
|||
Lease
payments – office space
The following table sets forth the Company’s
undiscounted office rental obligations as at June 30, 2026:
|
Twelve month periods ending June 30,
|
Amount
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
Total
|
|
|||
|
Less: imputed interest
|
(
|
)
|
||
|
Present value of lease liabilities
|
|
|||
|
Operating lease liability, current
|
|
|||
|
Operating lease liability, non-current
|
|
|||
|
Present value of lease liabilities
|
|
|||
The office rent expense for the periods ended June 30, 2026 and 2025 was $88 and $84 , respectively.
F-18
Seanergy Maritime Holdings Corp.
Notes To The
Unaudited Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless
otherwise stated)
| 12. |
Capital Structure:
|
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,
2025, included in the Company’s 2025 Annual Report on Form 20-F filed with the SEC on March 31, 2026 and are supplemented by the below new activities into the six-month period.
| (a) |
Common Stock
|
| i) |
Dividends
|
On May 27, 2026 , the
Company declared a regular quarterly cash dividend of $0.20 per share for the first quarter of 2026, to all shareholders of
record as of June 29, 2026 . The dividends amounting to $4,334 were paid on July 10, 2026 (Note 17) and are
included in “Other current liabilities” as of June 30, 2026 in the accompanying unaudited interim condensed consolidated balance sheets.
On February 13, 2026 , the Company declared a regular quarterly cash dividend of $0.20 per share for the fourth quarter of 2025, to all shareholders of record as of March 27, 2026 . The dividends amounting to $4,334 were paid on
April 10, 2026 .
On January 9, 2026 ,
the Company paid a regular quarterly cash dividend of $0.13 per share or $2,744 for the third quarter of 2025 to all shareholders of record as of December 29, 2025 .
Total cash dividends declared in the six-month period ended June 30, 2026, amounted to $
| 13. |
Vessel Revenue:
|
Vessel revenues for the six-month periods ended June 30, 2026 and 2025
was derived from time charters.
As of June 30, 2026 and December 31, 2025, the trade accounts receivable was $1,037 and $871 , respectively, and was related to time charters.
The current portion of Deferred revenue as of June 30, 2026 and December 31, 2025 was $2,570 and $4,934 and relates to cash received in
advance of performance under operating leases and to premiums for energy devices (i.e., increased daily hire rates provided for by the chartering agreements) for specific equipment installed in the vessels.
Charterers individually accounting for more than
10% of revenues during the six-month periods ended June 30, 2026 and 2025 were:
|
Customer
|
2026
|
2025
|
||||||
|
A
|
|
%
|
|
|||||
|
B
|
|
%
|
|
%
|
||||
|
C
|
|
%
|
|
|||||
|
D
|
|
|
%
|
|||||
| E |
% | |||||||
|
Total
|
|
%
|
|
%
|
||||
F-19
Seanergy Maritime Holdings Corp.
Notes To The Unaudited
Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in
thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
14.
|
Interest and Finance
Costs:
|
Interest and finance costs are analyzed as
follows:
| June 30, |
||||||||
| 2026 | 2025 | |||||||
|
Interest on long-term debt and other
financial liabilities
|
|
|
||||||
| Interest on finance lease liability |
||||||||
| Amortization of deferred finance costs and debt discounts |
||||||||
|
Other
|
|
|
||||||
| Interest and finance costs, net of capitalized interest |
||||||||
| Less: Capitalized interest (Note 7) |
( |
) |
||||||
|
Interest and finance costs
|
|
|
||||||
|
15.
|
Earnings / (Loss) per Share:
|
The calculation of earnings / (loss) per common share is summarized below:
|
June 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Net income / (loss)
|
$ | $ | ( |
) | ||||
|
Less: Dividends to non-vested participating securities
|
( |
) | ( |
) | ||||
|
Less: Undistributed earnings to non-vested participating securities
|
( |
) | ||||||
|
Net income / (loss) attributable to common shareholders, basic
|
$ | $ | ( |
) | ||||
|
|
||||||||
|
Undistributed earnings to non-vested participating securities
|
||||||||
|
Undistributed earnings reallocated to non-vested participating securities
|
( |
) | ||||||
|
Net income / (loss) attributable to common shareholders, diluted
|
$
|
|
$
|
(
|
)
|
|||
|
|
||||||||
|
Weighted average number of common shares outstanding, basic and diluted
|
|
|
||||||
|
|
||||||||
|
Earnings / (loss) per share attributable to common shareholders, basic and diluted
|
$ | $ | ( |
) | ||||
As of June 30, 2026, 560,250 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 16).
As of June 30, 2025, 441,801 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 16) and unexercised
warrants were also excluded from the computation of diluted shares as their effect would be anti-dilutive due to the loss in the period.
F-20
Seanergy Maritime Holdings Corp.
Notes To The Unaudited
Interim Condensed Consolidated Financial Statements
(All amounts in footnotes in
thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)
|
16.
|
Equity Incentive Plan:
|
Details of the
Company’s Equity Incentive Plans are discussed in Note 15 of the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 20-F filed with the SEC on March 31, 2026 and are
supplemented by the below new activities into the six-month period.
On March 6, 2026, the Company’s Equity Incentive Plan was amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 600,000 shares. On the same date, the Compensation Committee granted an aggregate of 554,100 restricted shares of common stock pursuant to the Plan. Of the total 554,100
shares issued on March 6, 2026, 313,500 shares were granted to
the non-executive members of the board of directors and to the executive officers and 240,600 shares were granted to certain of the
Company’s non-executive employees and to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $13.28 . 132,650 shares vested on the date of the issuance, March 6, 2026, 168,750 shares will vest on September 7, 2026, 108,300 shares will vest on
March 8, 2027 and 144,400 shares will vest on September 8, 2027.
The related expense for shares granted to the Company’s Board of Directors and certain of its employees for the six-month periods ended June 30, 2026 and 2025,
amounted to $4,410 and $2,593 ,
respectively, and is included under general and administration expenses. The related expense for shares granted to non-employees for the six-month periods ended June 30, 2026 and 2025, amounted to $108 and $84 , 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 the Company’s commercial manager, a non-employee, as of June 30, 2026 and December 31, 2025 amounted to $3,464 and $623 , respectively. On June 30, 2026, 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 1.19
years.
|
17.
|
Subsequent Events
|
On July 3, 2026, the Company exercised its purchase option under the Village Seven Sale
and Leaseback and refinanced the related repurchase price with proceeds from the Huarong Lordship Sale and Leaseback.
On July 8, 2026, the Company announced the pricing of the offering of Euro 100 million aggregate principal amount of unsecured bonds (“Bonds”) to investors in Greece (ATHEX: SHIPB1). Settlement took place on July 10, 2026 and the Bonds commenced trading on the Fixed Income Securities Segment of Euronext Athens Holding S.A. on July 13, 2026. The
Bonds were issued at par, mature in , and bear interest at 4.90 % per annum, payable semi-annually. The Company expects to use the net proceeds from the offering to finance part of the cost of newbuilding vessels
and/or second-hand vessel acquisitions, as well as for general corporate and working capital purposes.
On
On July 28, 2026, the Company paid the initial advance for the acquisition of a secondhand
Capesize vessel from an unaffiliated third party. The remaining of the purchase price is payable at delivery. The delivery of the vessel is expected to occur between the fourth quarter of 2028 and the second quarter of 2029.
On July 28, 2026 , the Company declared a regular quarterly cash dividend of $0.35 per common
share for the second quarter of 2026, payable on or about October 9, 2026
to all shareholders of record as of September 25, 2026 .
On July 28, 2026, the Company entered into a $56,250 sale and leaseback agreement with an affiliate of Huarong for the purpose of financing the construction cost of the Newbuilding 5 scrubber fitted Capesize vessel. Upon delivery of the vessel from the shipyard, the Company is expected to sell and charter back the vessel on a bareboat basis for a five-year period. Under the agreement, the lessor will provide pre‑delivery financing for certain installments under the
shipbuilding contract, with accrued interest payable in arrears on the relevant drawdown amounts. The charterhire principal will amortize in 20 quarterly installments of $640 along with a purchase obligation of $43,450 at the expiry of the bareboat charter. The Company will have continuous options to repurchase the vessel at any time during the bareboat charter period at
predetermined prices, as set forth in the agreement, following the first anniversary of the bareboat charter. As of the date of this report, the Company has drawn $7,500 under the facility.
F-21