Fleet Profile as of March 4, 2010
Time
Charter
Vessel Capacity TC Rate Expiry
Vessel Name Class (DWT) Year Built ($) (latest)
---------- ---------- ---------- ---------- ----------
M/V Bremen Max Panamax 73,503 1993 15,500 Sept. 2010
---------- ---------- ---------- ---------- ----------
M/V Hamburg Max Panamax 72,338 1994 15,500 Sept. 2010
---------- ---------- ---------- ---------- ----------
M/V Davakis G. Supramax 54,051 2008 21,000 Jan. 2011
---------- ---------- ---------- ---------- ----------
M/V Delos Ranger Supramax 54,051 2008 20,000 Mar. 2011
---------- ---------- ---------- ---------- ----------
M/V African Zebra (1) Handysize 38,623 1985 7,500 Aug. 2011
---------- ---------- ---------- ---------- ----------
M/V African Oryx (1) Handysize 24,110 1997 7,000 Aug. 2011
---------- ---------- ---------- ---------- ----------
M/V BET Commander Capesize 149,507 1991 24,000 Dec. 2011
---------- ---------- ---------- ---------- ----------
M/V BET Fighter Capesize 173,149 1992 25,000 Sept. 2011
---------- ---------- ---------- ---------- ----------
M/V BET Prince Capesize 163,554 1995 25,000 Jan. 2012
---------- ---------- ---------- ---------- ----------
M/V BET Scouter Capesize 171,175 1995 26,000 Oct. 2011
---------- ---------- ---------- ---------- ----------
M/V BET Intruder Panamax 69,235 1993 15,500 Sept. 2011
---------- ---------- ---------- ---------- ----------
Total/Average 1,043,296 14 yrs
---------- ---------- ---------- ---------- ----------
(1)Represents gross floor charter rates excluding a 50% adjusted
profit share distributed equally between owners and charterers
calculated on the average spot Time Charter Routes quoted on the
Baltic Supramax Index for a period of 22 to 25 months.
Fleet Data:
Three Three
Year Year Months Months
Ended Ended Ended Ended
December December December December
31, 2009 31, 2008 31, 2009 31, 2008
---------- ---------- ---------- ----------
Fleet Data:
---------- ---------- ---------- ----------
Average number of vessels
(1) 7.9 5.5 11 6.0
---------- ---------- ---------- ----------
Ownership days (2) 2,895 686 1,012 552
---------- ---------- ---------- ----------
Available days (3) 2,638 686 983 552
---------- ---------- ---------- ----------
Operating days (4) 2,614 678 969 552
---------- ---------- ---------- ----------
Fleet utilization (5) 90.3% 98.8% 95.8% 100%
---------- ---------- ---------- ----------
Average Daily Results:
---------- ---------- ---------- ----------
TCE rate (6) 32,909 49,944 17,331 50,652
---------- ---------- ---------- ----------
Vessel operating expenses
(7) 5,603 4,636 6,389 4,458
---------- ---------- ---------- ----------
Management fee (8) 592 566 628 554
---------- ---------- ---------- ----------
Total vessel operating
expenses (9) 6,195 5,202 7,017 5,012
---------- ---------- ---------- ----------
(1) Average number of vessels is the number of vessels that constituted
the Company's fleet for the relevant period, as measured by the sum
of the number of days each vessel was a part of the Company's fleet
during the relevant period divided by the number of calendar days
in the relevant period.
(2) Ownership days are the total number of days in a period during which
the vessels in a fleet have been owned. 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.
(3) Available days are the number of ownership days less the aggregate
number of days that vessels are off-hire due to major repairs, dry
dockings or special or intermediate surveys. The shipping industry
uses available days to measure the number of ownership days in a
period during which vessels should be capable of generating revenues.
During the year ended December 31, 2009, the Company incurred 257 off
hire days for vessel scheduled dry docking. During the three months
ended December 31, 2009, the Company incurred 29 off hire days for
vessel scheduled dry docking.
(4) Operating days are the number of available days in a period less the
aggregate number of days that vessels are off-hire due to any reason,
including unforeseen circumstances. The shipping industry uses
operating days to measure the aggregate number of days in a period
during which vessels actually generate revenues.
(5) Fleet utilization is the percentage of time that our vessels were
generating revenue, and is determined by dividing operating days by
ownership days for the relevant period.
(6) Time charter equivalent or TCE rates are defined as our net revenues
less voyage expenses during a period divided by the number of our
operating days during the period, which is consistent with industry
standards. Voyage expenses include port charges, bunker (fuel oil and
diesel oil) expenses, canal charges and commissions.
(In thousands of US Dollars, except operating days and daily time charter
equivalent rate)
Three Three
Year Year Months Months
Ended Ended Ended Ended
December December December December
31, 2009 31, 2008 31, 2009 31, 2008
---------- ---------- ---------- ----------
Net revenues from vessels 87,897 34,453 17,289 28,331
Voyage expenses (1,872) (591) (495) (371)
Net operating revenues 86,025 33,862 16,794 27,960
========== ========== ========== ==========
Operating days 2,614 678 969 552
Daily time charter
equivalent rate 32,909 49,944 17,331 50,652
(7) Average daily vessel operating expenses, which include crew costs,
provisions, deck and engine stores, lubricating oil, insurance,
maintenance and repairs, are calculated by dividing vessel operating
expenses by ownership days for the relevant time periods:
(In thousands of US Dollars, except ownership days and daily vessel
operating expenses)
Year Year Three Months Three Months
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
2009 2008 2009 2008
------------ ------------ ------------ ------------
Operating expenses 16,222 3,180 6,466 2,461
Ownership days 2,895 686 1,012 552
Daily vessel operating
expenses 5,603 4,636 6,389 4,458
(8) Daily management fees are calculated by dividing total management fees
by ownership days for the relevant time period.
(9) Total vessel operating expenses or TVOE is a measurement of total
expenses associated with operating the vessels. TVOE is the sum of
vessel operating expenses and management fees
Seanergy Maritime Holdings Corp. Seanergy Maritime Holdings Corp.
Net income margin of TCE Free cash flow margin of TCE
(All amounts expressed in thousands of (All amounts expressed in thousands
U.S. Dollars) of U.S. Dollars)
Year Ended Year Ended
December 31, December 31,
2009 2009
---------- ----------
TCE 32,909 TCE 32,909
---------- ----------
Operating Expenses (5,603) Operating Expenses (5,603)
---------- ----------
Mgmt Fees (592) Mgmt Fees (592)
---------- ----------
General & General &
Administrative (2,304) Administrative (2,304)
---------- ----------
Interest & Finance Interest & Finance
Expense (2,631) Expense (2,631)
---------- ----------
Depreciation & Maintenance Capital
Amortization (9,622) Expenditures (2,459)
---------- ----------
Total Expenses (20,752) Total Cash Outflow (13,589)
---------- ----------
Net Income Margin 12,157 Free Cash Flow Margin 19,320
---------- ----------
Margin (%) 37% Margin (%) 59%
========== ==========
Recent Developments: Termination of a memorandum of agreement for intended vessel acquisition On February 8, 2010, the Company announced its termination of a memorandum of agreement for the intended acquisition of a 2009 Capesize vessel, as described in the Company's prospectus dated January 28, 2010. Public Offering of 20,833,333 Shares of Common Stock On January 28, 2010, the Company priced a public offering of 20,833,333 shares of common stock. The Company has granted the representatives of the underwriters a 45-day option to purchase up to an additional 3,125,000 shares of common stock to cover over-allotments. The shares were offered to the public at $1.20 per share. Four of the Company's major shareholders affiliated with the Restis family purchased an additional 4,166,667 shares of common stock directly from the Company at the public offering price. The offering and the concurrent sale of 4,166,667 shares to entities affiliated with the Restis family settled and closed on February 3, 2010. The purpose of the offering was the acquisition of a new vessel.
Seanergy Maritime Holdings Corp.
Reconciliation of Net Income to EBITDA
(All amounts expressed in thousands of U.S. Dollars)
Three Three
Year Year Months Months
Ended Ended Ended Ended
December December December December
31, 2009 31, 2008 31, 2009 31, 2008
--------- -------- -------- --------
Net income (loss) attributable to
Seanergy Maritime Holdings 30,052 (31,985) (3,213) (37,271)
--------- -------- -------- --------
Interest and finance costs, net
(including interest income) 7,186 716 2,304 3,243
--------- -------- -------- --------
Depreciation and amortization 27,857 9,929 6,745 8,441
--------- -------- -------- --------
EBITDA 65,095 (21,340) 5,836 (25,587)
========= ======== ======== ========
Seanergy Maritime Holdings Corp.
Reconciliation of Net Cash Provided by Operating Activities to EBITDA
(All amounts expressed in thousands of U.S. Dollars)
Three Three
Year Year Months Months
Ended Ended Ended Ended
December December December December
31, 2009 31, 2008 31, 2009 31, 2008
-------- -------- -------- --------
Net cash flow provided by operating
activities 43,208 25,700 6,763 22,224
-------- -------- -------- --------
Changes in operating assets and
liabilities 3,046 1,793 (3,721) (1,559)
-------- -------- -------- --------
Changes in capital expenditures
(drydocking) 7,119 - 1,367 -
-------- -------- -------- --------
Amortization and write-off of
deferred charges (696) (224) (155) (183)
-------- -------- -------- --------
Amortization of promissory note
arrangement fee - - - 13
-------- -------- -------- --------
Change in fair value of financial
instruments (189) - 778 -
-------- -------- -------- --------
Fair value of contracts 125 - 84 -
-------- -------- -------- --------
Interest and finance costs, net
(includes interest income) 7,186 716 2,304 3,243
-------- -------- -------- --------
Net (income) / loss attributable to
the noncontrolling interest (1,517) - (1,584) -
-------- -------- -------- --------
Impairment of goodwill - (44,795) - (44,795)
-------- -------- -------- --------
Impairment of vessels - (4,530) - (4,530)
-------- -------- -------- --------
Gain from acquisition 6,813 - - -
-------- -------- -------- --------
EBITDA 65,095 (21,340) 5,836 (25,587)
======== ======== ======== ========
EBITDA consists of earnings before interest and finance cost, taxes,
depreciation and amortization. EBITDA is not a measurement of financial
performance under accounting principles generally accepted in the United
States of America, and does not represent cash flow from operations.
EBITDA is presented solely as a supplemental disclosure because management
believes that it is a common measure of operating performance in the
shipping industry.
Seanergy Maritime Holdings Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 2009 and 2008
(In thousands of US Dollars, except for share and per share data,
unless otherwise stated)
(Unaudited)
2009 2008
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents 63,607 27,543
Accounts receivable trade, net 495 -
Due from related parties 265 577
Inventories 1,126 872
Prepaid insurance expenses 623 574
Prepaid expenses and other current assets -
related parties 58 248
Insurance claims 1,260 -
Other current assets 39 -
----------- -----------
Total current assets 67,473 29,814
----------- -----------
Fixed assets:
Vessels, net 444,820 345,622
Office equipment, net 20 9
----------- -----------
Total fixed assets 444,840 345,631
----------- -----------
Other assets
Goodwill 17,275 -
Deferred charges 8,684 2,757
Other non-current assets 180 -
----------- -----------
TOTAL ASSETS 538,452 378,202
=========== ===========
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt 33,206 27,750
Trade accounts and other payables 990 674
Due to underwriters 19 419
Accrued expenses 1,719 541
Accrued interest 1,508 166
Accrued charges on convertible promissory note
due to shareholders - 420
Financial instruments 3,556 -
Deferred revenue - related party 894 3,029
Deferred revenue 246 -
----------- -----------
Total current liabilities 42,138 32,999
----------- -----------
Long-term debt, net of current portion 267,360 184,595
Financial instruments 1,550 -
Below market acquired time charters 585 -
Convertible promissory note due to shareholders - 29,043
----------- -----------
Total liabilities 311,633 246,637
----------- -----------
EQUITY
Seanergy shareholder's equity
Common stock, $0.0001 par value; 200,000,000 and
89,000,000 authorized shares as at December 31,
2009 and 2008, respectively; 33,255,170 and
22,361,227 shares, issued and outstanding as at
December 31, 2009 and 2008, respectively 3 2
Additional paid-in capital 213,232 166,361
Accumulated deficit (4,746) (34,798)
----------- -----------
Total Seanergy shareholders' equity 208,489 131,565
----------- -----------
Non controlling interest 18,330 -
----------- -----------
Total equity 226,819 131,565
----------- -----------
TOTAL LIABILITIES AND EQUITY 538,452 378,202
=========== ===========
Seanergy Maritime Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands of US Dollars, except for share and per share data, unless
otherwise stated)
(Unaudited)
Three months ended Year ended
December 31, December 31,
2009 2008 2009 2008
---------- ---------- ---------- ----------
Revenues:
Vessel revenue - related
party 13,791 29,058 83,903 35,333
Vessel revenue 4,023 - 6,340 -
Commissions - related party (100) (727) (2,226) (880)
Commissions -non related
party (425) - (120) -
========== ========== ========== ==========
Vessel revenue , net 17,289 28,331 87,897 34,453
Expenses:
Direct voyage expenses (273) (8) (753) (151)
Vessel operating expenses (6,466) (2,461) (16,222) (3,180)
Voyage expenses -
related party (222) (363) (1,119) (440)
Management fees -
related party (636) (306) (1,715) (388)
General and administration
expenses (1,949) (1,035) (5,928) (2,161)
General and
administration expenses
- related party (195) (380) (742) (109)
Amortization of deferred
dry-docking costs (648) - (1,045) -
Depreciation (6,097) (8,441) (26,812) (9,929)
Goodwill impairment loss - (44,795) - (44,795)
Vessels' impairment loss - (4,530) - (4,530)
Gain from acquisition - - 6,813 -
========== ========== ========== ==========
Operating income (loss) 803 (33,988) 40,374 (31,230)
========== ========== ========== ==========
Other income (expense),
net:
Interest and finance costs (2,370) (3,255) (7,230) (3,895)
Interest and finance
costs - shareholders - (92) (386) (182)
Interest income - money
market funds 66 104 430 3,361
Loss on interest rate
swaps (164) - (1,575) -
Foreign currency exchange
gains (losses), net 36 (40) (44) (39)
---------- ---------- ---------- ----------
Net Income (Loss) (1,629) (37,271) 31,569 (31,985)
========== ========== ========== ==========
Less: Net Income
Attributable to the
Noncontrolling interest 1,584 - 1,517 -
Net Income (Loss)
Attributable to Seanergy
Maritime Holdings (3,213) (37,271) 30,052 (31,985)
========== ========== ========== ==========
Net income (loss) per
common share
Basic ( 0.10) (1.67) 1.16 (1.21)
========== ========== ========== ==========
Diluted (0.10) (1.67) 1.00 (1.21)
========== ========== ========== ==========
Weighted average common
shares outstanding
Basic 33,255,170 22,341,857 25,882,967 26,452,291
========== ========== ========== ==========
Diluted 33,255,170 22,341,857 30,529,281 26,452,291
========== ========== ========== ==========
Seanergy Maritime Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Shareholders' Equity
(In thousands of US Dollars, except for share and per share data,
unless otherwise stated)
(Unaudited)
Common stock
---------------------- Retained
Additional earnings/
# of paid-in (Accumulated
Shares Par Value capital deficit)
---------- ---------- ----------- ----------
Balance, January 1, 2008 28,600,000 3 146,925 1,441
---------- ---------- ----------- ----------
Net (loss) for the year
ended December 31, 2008 - - - (31,985)
Dividends paid - - - (4,254)
Reclassification of common
stock no longer subject to
redemption (6,370,773) - 17,144 -
Reversal of underwriter
fees forfeited to
redeeming shareholders - - 1,433 -
Liquidation and dissolution
common stock exchange - (1) 1 -
Warrants exercised 132,000 - 858 -
---------- ---------- ----------- ----------
Balance, December 31, 2008 22,361,227 2 166,361 (34,798)
---------- ---------- ----------- ----------
Issuance of common stock to
convert promissory note 6,585,868 1 29,596 -
Issuance of common stock
due to earn-out 4,308,075 - 17,275 -
Non controlling interest - - - -
Net income for the year
ended December 31, 2009 - - - 30,052
---------- ---------- ----------- ----------
Balance, December 31, 2009 33,255,170 3 213,232 (4,746)
========== ========== =========== ==========
Total
Seanergy Non
shareholders' controlling Total
equity interest equity
---------- ----------- ----------
Balance, January 1, 2008 148,369 - 148,369
---------- ----------- ----------
Net (loss) for the year
ended December 31, 2008 (31,985) - (31,985)
Dividends paid (4,254) - (4,254)
Reclassification of common
stock no longer subject to
redemption 17,144 - 17,144
Reversal of underwriter
fees forfeited to
redeeming shareholders 1,433 - 1,433
Liquidation and dissolution
common stock exchange - - -
Warrants exercised 858 - 858
---------- ----------- ----------
Balance, December 31, 2008 131,565 - 131,565
---------- ----------- ----------
Issuance of common stock to
convert promissory note 29,597 - 29,597
Issuance of common stock
due to earn-out 17,275 - 17,275
Non controlling interest - 16,813 16,813
Net income for the year
ended December 31, 2009 30,052 1,517 31,569
---------- ----------- ----------
Balance, December 31, 2009 208,489 18,330 226,819
========== =========== ==========
Seanergy Maritime Holdings Corp. and subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands of US Dollars, except for share and per share data, unless
otherwise stated)
(Unaudited)
2009 2008
--------- ---------
Cash flows from operating activities:
Net income (loss) 31,569 (31,985)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Impairment of goodwill - 44,795
Impairment of vessels - 4,530
Depreciation 26,812 9,929
Amortization of deferred finance charges 696 224
Amortization of deferred Drydocking costs 1,045 -
Deferred Drydocking costs (7,119) -
Change in fair value of financial instruments 189 -
Amortization of acquired time charters (125) -
Gain on acquisition (6,813) -
Changes in operating assets and liabilities:
(Increase) decrease in -
Due from related parties 1,760 (577)
Inventories 1,222 (872)
Trade accounts and other receivables (263) -
Insurance claims (1,159) -
Other current assets 59 -
Other non-current assets (180) -
Prepaid insurance expenses 719 (495)
Prepaid expenses and other current assets -
related parties 190 (248)
Trade accounts and other payables (3,299) 86
Due to underwriters (400) (3,555)
Accrued expenses (885) 541
Accrued charges on convertible note due to
shareholders 670 132
Premium amortization on convertible note due to
shareholders (379) -
Accrued interest 1,176 166
Deferred revenue - related party (2,523) 3,029
Deferred revenue 246 -
--------- ---------
Net cash provided by operating activities 43,208 25,700
--------- ---------
Cash flows from investing activities:
Acquisition of business, net of cash acquired 36,374 (375,833)
Funds placed in (used from) trust account from
offerings - 232,923
Additions to office furniture and equipment (21) (9)
--------- ---------
Net cash provided by (used in) investing activities 36,353 (142,919)
--------- ---------
Cash flows from financing activities:
Redemption of common shares - (63,705)
Proceeds from warrants exercised - 858
Proceeds from long term debt and revolving facility - 219,845
Repayment of long term debt (54,878) (7,500)
Dividends paid - (4,254)
Restricted cash 1,381 -
Noncontrolling interest contribution 10,000 -
Deferred finance charges - (2,693)
--------- ---------
Net cash provided by (used in) financing activities (43,497) 142,551
--------- ---------
Net increase in cash and cash equivalents 36,064 25,332
Cash and cash equivalents at beginning of period 27,543 2,211
--------- ---------
Cash and cash equivalents at end of period 63,607 27,543
========= =========
About Seanergy Maritime Holdings Corp.
Seanergy Maritime Holdings Corp., the successor to Seanergy Maritime Corp.,
is a Marshall Islands corporation with its executive offices in Athens,
Greece. The Company is engaged in the transportation of dry bulk cargoes
through the ownership and operation of dry bulk carriers.
The Company's initial fleet comprised two Panamax, two Supramax and two
Handysize dry bulk carriers that Seanergy purchased and took delivery of in
the third and fourth quarters of 2008 from companies associated with
members of the Restis family. In August 2009, the Company acquired a
controlling interest in Bulk Energy Transport (Holdings) Limited ("BET")
which owns five drybulk carriers, four Capesize and one Panamax.
As a result, the Company's current controlled fleet includes 11 drybulk
carriers (4 Capesize, 3 Panamax, 2 Supramax and 2 Handysize vessels) with a
total carrying capacity of 1,043,296 dwt and an average age of 14 years.
The Company's common stock and warrants trade on the NASDAQ Global Market
under the symbols SHIP and SHIP.W, respectively.
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
and the Company's growth strategy and measures to implement such strategy.
Words such as "expects," "intends," "plans," "believes," "anticipates,"
"hopes," "estimates," and variations of such words and similar expressions
are intended to identify forward-looking statements. Although the Company
believes that such expectations will prove to have been correct, these
statements involve known and unknown risks and are based upon a number of
assumptions and estimates, which are inherently subject to significant
uncertainties and contingencies, many of which are beyond the control of
the Company. Actual results may differ materially from those expressed or
implied by such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, the scope and
timing of SEC and other regulatory agency review, competitive factors in
the market in which the Company operates; risks associated with operations
outside the United States; and other factors listed from time to time in
the Company's filings with the Securities and Exchange Commission. The
Company's filings can be obtained free of charge on the SEC's website at
www.sec.gov. 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.
Contact Information: For further information please contact: Seanergy Maritime Holdings Corp. Dale Ploughman Chief Executive Officer Christina Anagnostara Chief Financial Officer Tel: +30 210 9638461 E-mail: ir@seanergymaritime.com Investor Relations / Media Capital Link, Inc. Paul Lampoutis 230 Park Avenue Suite 1536 New York, NY 10169 Tel. (212) 661-7566 E-mail: seanergy@capitallink.com